Bond Morgan Stanley Nederland 2.85% ( XS2326109720 ) in USD

Morgan Stanley Nederland

100 % ⇌

Netherlands

XS2326109720 ( in USD )

2.85% per year ( payment 2 times a year)

11/08/2023 - Bond has expired

Prospectus brochure of the bond Morgan Stanley B.V XS2326109720 in USD 2.85%, expired

1 000 USD

500 000 USD

Morgan Stanley B.V. is a Dutch subsidiary of Morgan Stanley, a global financial services firm, providing a range of investment banking, securities, and wealth management services within the European market.

The Bond issued by Morgan Stanley Nederland ( Netherlands ) , in USD, with the ISIN code XS2326109720, pays a coupon of 2.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/08/2023

Pricing Supplement dated 3 September 2021
Morgan Stanley B.V. as Issuer

Legal Entity Identifier (LEI): KG1FTTDCK4KNVM3OHB52

Issue of USD 100,000 Equity Linked Notes due 2023 (the "Tranche 2 Notes") to be consolidated and form a
single series with the Issue of USD 2,035,000 Equity Linked Notes due 2023 (the "Tranche 1 Notes")

Guaranteed by Morgan Stanley under the
Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates
The Offering Circular referred to below (as completed by this Pricing Supplement) has been prepared on the basis
that any offer of Notes in any Member State of the European Economic Area or in the United Kingdom (each, a
"Relevant State") will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation") or the Prospectus Regulation as it forms part of "retained EU law", as defined in the
European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK Prospectus Regulation") from the requirement
to publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer in
that Relevant State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or
any Distribution Agent to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or Article 3 of
the UK Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation or
Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither the Issuer nor any
Distribution Agent has authorised, nor do they authorise, the making of any offer of Notes in any other
circumstances.
Warning: Neither this Pricing Supplement nor the Offering Circular referred to below constitutes a "prospectus"
for the purposes of the Prospectus Regulation or the UK Prospectus Regulation, and the Pricing Supplement and
the Offering Circular have been prepared on the basis that no prospectus shall be required under the Prospectus
Regulation or the UK Prospectus Regulation in relation to any Notes be offered and sold under hereby.
THE NOTES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE
U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION SCHEME ANYWHERE, NOR ARE
THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS:
IF THE PRICING SUPPLEMENT IN RESPECT OF ANY NOTES INCLUDES A LEGEND ENTITLED
"PROHIBITION OF SALES TO EEA RETAIL INVESTORS", THE NOTES ARE NOT INTENDED TO
BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED,
SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN
ECONOMIC AREA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS
ONE (OR MORE) OF:
(A) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE
2014/65/EU, AS AMENDED ("MIFID II");
(B) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97, AS AMENDED,
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS
DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II; OR
(C) NOT A QUALIFIED INVESTOR AS DEFINED IN REGULATION (EU) 2017/1129, AS
AMENDED.
1
Series: 16994

CONSEQUENTLY, IF THE PRICING SUPPLEMENT IN RESPECT OF ANY NOTES INCLUDES A
LEGEND ENTITLED "PROHIBITION OF SALES TO EEA RETAIL INVESTORS", NO KEY
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED
(THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE
MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EUROPEAN ECONOMIC AREA
HAS BEEN OR WILL BE PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN
ECONOMIC AREA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET:
SOLELY FOR THE PURPOSES OF THE MANUFACTURER'S PRODUCT APPROVAL PROCESS,
THE TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES HAS LED TO THE
CONCLUSION THAT:
(A) THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND
(B) ALL CHANNELS FOR DISTRIBUTION OF THE NOTES TO ELIGIBLE
COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE.
ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER'S TARGET
MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE
FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES
(BY EITHER ADOPTING OR REFINING THE MANUFACTURER'S TARGET MARKET
ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

2
Series: 16994

PART A CONTRACTUAL TERMS
THE NOTES DESCRIBED HEREIN AND ANY GUARANTEE IN RESPECT THEREOF, AND THE
SECURITIES TO BE DELIVERED ON REDEMPTION OF THE NOTES (IF ANY) 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 OR OTHER JURISDICTION
OF THE UNITED STATES. NEITHER THE ISSUER NOR THE GUARANTOR IS REGISTERED, OR WILL
REGISTER, UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED TRADING IN
THE NOTES HAS NOT BEEN APPROVED BY THE U.S. COMMODITY FUTURES TRADING
COMMISSION UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED.
THE NOTES DESCRIBED HEREIN, ANY INTEREST THEREIN ANY GUARANTEE IN RESPECT
THEREOF, AND THE SECURITIES TO BE DELIVERED ON REDEMPTION OF THE NOTES (IF ANY)
MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, DELIVERED OR OTHERWISE TRANSFERRED
OR REDEEMED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO
OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT). HEDGING TRANSACTIONS INVOLVING ANY "EQUITY SECURITIES" OF
"DOMESTIC ISSUERS" (AS SUCH TERMS ARE DEFINED IN THE SECURITIES ACT AND
REGULATIONS THEREUNDER) MAY ONLY BE CONDUCTED IN ACCORDANCE WITH THE
SECURITIES ACT. SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP BY U.S. PERSONS" IN
THE OFFERING CIRCULAR DATED 25 JUNE 2021. IN PURCHASING THE NOTES, PURCHASERS WILL
BE DEEMED TO REPRESENT AND WARRANT THAT THEY ARE NEITHER LOCATED IN THE UNITED
STATES NOR A U.S. PERSON AND THAT THEY ARE NOT PURCHASING ON BEHALF OF, OR FOR
THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON.
THE NOTES ARE NOT RATED.
This document constitutes the Pricing Supplement relating to the issue of the Notes described herein. This Pricing
Supplement must be read in conjunction with the Offering Circular dated 25 June 2021 and the supplements to
the Offering Circular dated 25 June 2021 dated 3 August 2021 and 17 August 2021 (together the "Offering
Circular"). Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis
of the combination of this Pricing Supplement and the Offering Circular. Copies of the Offering Circular are
available from the offices of Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London,
E14 4QA. The Offering Circular has also been published on the website of the Euronext Dublin
(www.live.euronext.com), the Luxembourg Stock Exchange (www.bourse.lu)
Information Concerning Investment Risk
Noteholders and prospective purchasers of Notes should ensure that they understand the nature of the
Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an
investment in the light of their own circumstances and financial condition. The amount payable on
redemption of the Notes is linked to the performance of the Underlying (as defined herein), and may be less
than par. Given the highly specialised nature of these Notes, Morgan Stanley B.V. (the "Issuer"), Morgan
Stanley ("the Guarantor") and Morgan Stanley & Co. International plc ("MSI plc") consider that they are
only suitable for highly sophisticated investors who are able to determine for themselves the risk of an
investment linked to the Underlying, are willing to take risks and can absorb the partial loss of their initial
investment. Consequently, if you are not an investor who falls within the description above you should not
consider purchasing these Notes without taking detailed advice from a specialised professional adviser.
Potential investors are urged to consult with their legal, regulatory, investment, accounting, tax and other
advisors with regard to any proposed or actual investment in these Notes. Please see the Offering Circular
together with the Pricing Supplement for a full detailed description of the Notes and in particular, please
review the Risk Factors associated with these Notes. Investing in the Notes entails certain risks including,
but not limited to, the following:
3
Series: 16994

Capital is not protected: the final redemption amount depends on the performance of the Underlying and
could be zero.
Adjustments by the Determination Agent: The terms and conditions of the Notes will allow the
Determination Agent to make adjustments or take any other appropriate action if circumstances occur
where the Notes or any exchanges are affected by market disruption, adjustment events or circumstances
affecting normal activities. These circumstances include the Nationalisation, Delisting, Insolvency or a
Takeover or Merger of the share issuers of the Underlying(s) as applicable.
In addition, other circumstances may occur which either increase the liability of the Issuer fulfilling its
obligations under the Notes or increase the liability of any hedging activities related to such obligations,
including without limitation the adoption of or any change in any tax law relating to a common system of
financial transaction tax in the European Union or otherwise.
In such circumstances, the Determination Agent can in its sole and absolute discretion determine whether
to redeem the Notes early, or adjust the terms of the Notes, which may include without limitation
adjustments to the Initial Reference Price, the Final Redemption Amount or the Underlying. The
Determination Agent also has the discretion to make adjustments with respect to any corporate action.
Potential investors should see the Offering Circular for a detailed description of potential adjustment events
and adjustments.
Basket Components Risk: The Notes will be redeemed at an amount determined by reference to the
performance of the Basket Components and such performance will therefore affect the nature and value
of the investment return on the Notes. Noteholders and prospective purchasers of Notes should conduct
their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should
form their own views of the merits of an investment related to the Basket Components based upon such
investigations and not in reliance on any information given in this document.
Exit Risk: Any secondary market price of the Notes will depend on many factors, including the value and
volatility of the Underlying(s), interest rates, the dividend rate on the stocks that compose the Underlying
(if any), time remaining to maturity and the creditworthiness of the Issuer and/or the Guarantor. The
secondary market price may be lower than the market value of the issued Notes as at the Issue Date to take
into account amounts paid to distributors and other intermediaries relating to the issue and sale of the
Notes as well as amounts relating to the hedging of the Issuer's obligations. As a result of all of these factors,
the holder may receive an amount in the secondary market which may be less than the then intrinsic market
value of the Note and which may also be less than the amount the holder would have received had the holder
held the Note through to maturity.
Credit Risk: Investors are exposed to the credit risk of the Issuer and/or Guarantor. The Notes are
essentially a loan to the Issuer with a repayment amount linked to the performance of the Underlying that
the Issuer promises to pay at maturity and that the Guarantor promises to pay if the Issuer fails to do so.
There is the risk, however, that the Issuer and the Guarantor may not be able to fulfill their obligations,
irrespective of whether the Notes are referred to as capital or principal protected. Investors may lose all or
part of their investment if the Issuer and the Guarantor are unable to pay the coupons (if any) or the
redemption amount. No assets of the Issuer and/or Guarantor are segregated and specifically set aside in
order to pay the holders of the Notes in the event of liquidation of the Issuer and/or Guarantor, and the
holders of the Notes will rank behind secured or preferred creditors.
Liquidity Risk: Any secondary market in the Notes made by the Dealer or its affiliates will be made on a
reasonable efforts basis only and subject to market conditions, law, regulation and internal policy. Even
whilst there may be a secondary market in the Notes it may not be liquid enough to facilitate a sale by the
holder.
4
Series: 16994

Product Market Risk: The value of the Notes and the returns available under the terms of the Notes will
be influenced and dependent on the value of the Underlying. It is impossible to predict how the level of the
Underlying will vary over time. The historical performance (if any) of the Underlying is not indicative of
its future performance.
Hedging Risk: On or prior to and after the Trade Date, the Issuer, through its affiliates or others, will likely
hedge its anticipated exposure under the Notes by taking positions in the Underlying(s), in option contracts
on the Underlying(s) or positions in any other available securities or instruments. In addition, the Issuer
and its affiliates trade the Underlying(s) as part of their general businesses. Any of these activities could
potentially affect the value of the Underlying(s), and accordingly, could affect the pay-out to holders on the
Notes.
No Shareholder Rights: A holder of Notes will have no beneficial interest in the stocks that compose the
relevant Underlying nor any voting rights and will not have the right to receive dividends or other
distributions with respect to the stocks that compose the Underlying.
Underlying Issuer Risk: The issuer of the relevant Underlying is not an affiliate of the Issuer or its affiliates
and is not involved with this offering in any way. Consequently, the Issuer and the Determination Agent
have no ability to control the actions of the issuer of the relevant Underlying, including and rebalancing
that could trigger an adjustment to the terms of the Notes by the Determination Agent.
Potential Conflict of Interest: The Determination Agent, which is an affiliate of the Issuer, will determine
the payout to the investor at maturity. Morgan Stanley & Co. International plc and its affiliates may trade
the Underlying on a regular basis as part of its general broker-dealer business and may also carry out
hedging activities in relation to the Notes. Any of these activities could influence the Determination Agent's
determination of adjustments made to any Notes and any such trading activity could potentially affect the
price of the Underlying and, accordingly, could affect the investor's payout on any Note.
In purchasing any Notes, purchasers will be deemed to represent and undertake to the Issuer, the Dealer
and each of their affiliates that (i) such purchaser understands the risks and potential consequences
associated with the purchase of the Notes, (ii) that such purchaser has consulted with its own legal,
regulatory, investment, accounting, tax and other advisers to extent it believes is appropriate to assist it in
understanding and evaluating the risks involved in, and the consequences of, purchasing the Notes and (iii)
in accordance with the terms set out in Annex 1.
Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients and does not purport to
do so in this document. Clients are urged to seek the advice of their own professional advisers about the
consequences of the proposals contained herein.
GENERAL
1.
(i)
Issuer:
Morgan Stanley B.V.

(ii)
Guarantor:
Morgan Stanley
2.
(i)
Series Number:
16994

(ii)
Tranche Number:
2
Fungible with the Series 16994 Tranche 1 Notes and
Tranche 2 Notes, issued by Morgan Stanley B.V.,
bearing ISIN XS2326109720. To be consolidated to
form a single series with Tranche 1, with effect as of the
Issue Date of Tranche 2.

5
Series: 16994

3.
Specified Currency or Currencies:
U.S. Dollar ("USD")
4.
Aggregate Nominal Amount of the Notes:
USD 2,135,000
In respect of the Tranche 2 Notes, and the total
Aggregate Nominal Amount of USD 2,135,000
represents the sum of the aggregate nominal amounts of
Tranche 1 and Tranche 2 as of their respective issue
dates.

(i)
Series:
USD 2,135,000

(ii)
Tranche:
USD 2,035,000 Tranche 1
USD 100,000 Tranche 2
5.
Issue Price:
100 per cent. of Par per Note
6.
(i)
Specified Denominations:
USD 1,000

(ii)
Calculation Amount (Par):
USD 1,000
7.
(i)
Issue Date:
11 August 2021 Tranche 1
3 September 2021 Tranche 2

(ii)
Trade Date:
4 August 2021

(iii)
Interest Commencement Date:
Issue Date

(iv)
Strike Date:
4 August 2021

(v)
Determination Date:
4 August 2023
8.
Maturity Date:
11 August 2023, subject to adjustment in accordance
with the Business Day Convention (i) in the event such
date is not a Business Day or (ii) such that the Maturity
Date shall always be at least five (5) Business Days
following the Determination Date
9.
Interest Basis:
Fixed Rate. See item 16 below
10.
Redemption/Payment Basis:
Equity and Proprietary Index-Linked Redemption. See
item 35 (A) below
11.
Change of Interest or Redemption/Payment Not Applicable
Basis:

12.
Put/Call
Options/Autocallable
Early
Redemption:

(i)
Redemption at the Option of Not Applicable
the Issuer:
(Condition 23.5)

(ii)
Redemption
at
the
Non-
Not Applicable
discretionary Option of the
Issuer
6
Series: 16994

(Condition 23.6)

(iii)
Redemption at the Option of Not Applicable
Noteholders:
(Condition 23.8)

(iv)
Autocallable
Early Applicable. See item 31.
Redemption:
(Condition 20)

(v)
Other put/call options:
Not Applicable
13.
(i)
Status of the Notes:
As set out in Condition 4.1

(Condition 4)

(ii)
Status of the Guarantee:
As set out in Condition 4.2
14.
Method of distribution:
Non-syndicated
RELEVANT UNDERLYING
15.

(A)
Single Share Notes/Share Basket Notes:
Applicable
(Condition 10)

(i)
Whether the Notes relate to a Basket of Shares
single share or a basket of
shares (each, a "Share") and
the identity of the relevant
issuer(s) and class of the Share
(each, a "Share Issuer"):

i
Underlying
Bloomberg®
Underlying
Exchange
Initial Reference Pricei
Code
Currency

1
Horizon Therapeutics Plc
HZNP UW
USD
The NASDAQ
107.51
Equity
Exchange
2
Exact Sciences Corp.
EXAS UW
USD
The NASDAQ
105.83
Equity
Exchange
3
Capri Holdings Ltd
CPRI UN
USD
The New York
58.35
Equity
Stock Exchange
4
Pan American Silver
PAAS UW
USD
The NASDAQ
27.59
Corporation
Equity
Exchange

(ii)
Partial
Lookthrough
ADR Not Applicable
Provisions:

(iii)
Full
Lookthrough
ADR Not Applicable
Provisions:

(iv)
Exchange(s):
See table above.

(v)
Related Exchange(s):
All Exchanges
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
7
Series: 16994

16.
Fixed Rate Note Provisions
Applicable
(Condition 5)

(i)
Rate(s) of Interest:
2.85% payable quarterly in arrears

(ii)
Interest Period:
As set out in Condition 2.1, Unadjusted

(iii)
Interest Payment Date(s):

i
Specified Interest Payment Date:
1
12 November 2021
2
11 February 2022
3
11 May 2022
4
11 August 2022
5
14 November 2022
6
13 February 2023
7
11 May 2023
8
11 August 2023

(iv)
Fixed Coupon Amount(s):
USD 28.50 per Calculation Amount payable on each
Interest Payment Date as defined in item (iii) above

(v)
Broken Amount(s):
Not Applicable

(vi)
Day Count Fraction:
Not Applicable

(vii)
Business Day Convention:
Following Business Day Convention

(viii)
Additional Business Centre(s):
Not Applicable

(ix)
Other terms relating to the Not Applicable
method of calculating interest
for Fixed Rate Notes:

(x)
Party responsible for calculating Morgan Stanley & Co. International plc
the Rate(s) of Interest and/or
Interest Amount(s):

(xi)
Additional
provisions
for Not Applicable
determining Interest Amount
17.
Floating Rate Note Provisions
Not Applicable

(Condition 6)

18.
Zero Coupon Note Provisions
Not Applicable

(Condition 7)

19.
Dual
Currency-Linked
Note
Interest Not Applicable
Provisions

(Condition 8)

8
Series: 16994

20.
Equity and Proprietary Index-Linked Interest Not Applicable
Note Provisions:
(Condition 10)
21.
Commodity-Linked Interest Note Provisions
Not Applicable
(Condition 11)
22.
Currency-Linked Interest Note Provisions
Not Applicable
(Condition 12)
23.
Inflation-Linked Interest Note Provisions
Not Applicable
(Condition 13)
24.
Property-Linked Interest Note Provisions
Not Applicable
(Condition 14)
25.
Fund-Linked Interest Note Provisions
Not Applicable
(Condition 15)
26.
Futures
Contract-Linked
Interest
Note Not Applicable
Provisions
(Condition 16)
27.
Credit-Linked Interest Note Provisions
Not Applicable
(Condition 17)
28.
ETN-Linked Interest Note Provisions
Not Applicable
(Condition 18)
29.
Preference
Share-Linked
Interest
Note Not Applicable
Provisions

(Condition 19)
PROVISIONS RELATING TO REDEMPTION
30.
Call Option
Not Applicable
(Condition 23.5 and Condition 23.6 (to the
extent applicable))
31.
Put Option
Not Applicable
(Condition 23.8)
32.
Autocallable Early Redemption
Applicable
(Condition 20)

(i)
Autocallable Early Redemption See table below:
Observation Date(s):

n
Autocallable Early
Autocallable Early
Autocall
Autocallable Early
Redemption
Redemption Date(n)
Level(n) (as
Redemption Amount
Observation Date(n)
% of Initial
(as % of Par)
9
Series: 16994

Reference
Pricei)
1
4 February 2022
11 February 2022
97%
100%
2
4 May 2022
11 May 2022
94%
100%
3
4 August 2022
11 August 2022
91%
100%
4
4 November 2022
14 November 2022
88%
100%
5
6 February 2023
13 February 2023
85%
100%
6
4 May 2023
11 May 2023
82%
100%
7
4 August 2023
11 August 2023
79%
100%

(ii)
Autocallable Early Redemption If on any Autocallable Early Redemption Observation
Amount(s) of each Note and Daten, the official closing price of each Underlyingi is
method and calculation of such equal to or greater than its relevant Autocall Leveln, the
amount(s):
Notes will be automatically redeemed on the
corresponding Autocallable Early Redemption Daten at
the Autocallable Early Redemption Amount.

(iii)
Autocallable Early Redemption See table above.
Date(s):

33.
Final Redemption Amount of each Note
Final Redemption Amount specified below
(Condition 23.1)

(i) Final Bonus:
Not Applicable
34.
Dual Currency Redemption Provisions
Not Applicable
(Condition 8)
35.
Equity
and
Proprietary
Index-Linked Applicable
Redemption Provisions:
(Condition 10)
(A)
Single Share Notes/Share Basket Notes:
Applicable

Scheduled Trading Days and Disrupted Days: Common Scheduled Trading Days and Individual
Disrupted Days: Applicable

(i)
Determination
Agent Morgan Stanley & Co. International plc (the
responsible for calculating the "Determination Agent"). The Determination Agent
Final Redemption Amount:
shall act as an expert and not as an agent for the Issuer
or the Noteholders. All determinations, considerations
and decisions made by the Determination Agent shall, in
the absence of manifest error, wilful default or bad faith,
be final and conclusive and the Determination Agent
shall have no liability in relation to such determinations
except in the case of its wilful default or bad faith.

(ii)
Provisions
for
determining Unless previously redeemed, or purchased and cancelled
Final Redemption Amount:
in accordance with the Conditions, the Issuer shall
redeem the Notes on the Maturity Date at the Final
10
Series: 16994