Obligation Morgan Stanley Nederland 2.04% ( XS2107390929 ) en EUR

Morgan Stanley Nederland

100 % ⇌

Pays-Bas

XS2107390929 ( en EUR )

2.04% par an ( paiement annuel )

30/01/2023 - Obligation échue

Prospectus brochure de l'obligation MORGAN STANLEY B.V XS2107390929 en EUR 2.04%, échue

1 000 EUR

1 000 000 EUR

Morgan Stanley B.V. est une filiale néerlandaise de Morgan Stanley, offrant des services financiers tels que la gestion de placements, le courtage et les services bancaires d'investissement aux clients institutionnels et aux particuliers.

L'Obligation émise par Morgan Stanley Nederland ( Pays-Bas ) , en EUR, avec le code ISIN XS2107390929, paye un coupon de 2.04% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/01/2023

Pricing Supplement dated 17 July 2020
Morgan Stanley B.V. as Issuer

Legal Entity Identifier (LEI): KG1FTTDCK4KNVM3OHB52

Issue of EUR 250,000 Equity Linked Notes due 2023 (the "Tranche 4 Securities") to be consolidated and form
a single series with the issue of EUR 5,003,000 Equity Linked Notes due 2023 (the "Tranche 1 Securities"),
the issue of EUR 250,000 Equity Linked Notes due 2023 (the "Tranche 2 Securities") and the issue of EUR
300,000 Equity Linked Notes due 2023 (the "Tranche 3 Securities")

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 which has implemented the
Prospectus Directive (2003/71/EC) (as amended, including by Directive 2010/73/EU (together, the "Prospectus
Directive")) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State, 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 Member
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 Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, 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 Article 5.4 of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, the
"Prospectus Directive"), and the Pricing Supplement and the Offering Circular have been prepared on the basis
that no prospectus shall be required under the Prospectus Directive 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:
THE NOTES ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND, WITH EFFECT FROM SUCH DATE, SHOULD NOT BE OFFERED, SOLD
OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EUROPEAN
ECONOMIC AREA (THE "EEA"). 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 2002/92/EC, 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 DIRECTIVE 2003/71/EC, AS AMENDED.
1
Series: 12802

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: 12802

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 28 JUNE 2019. 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 26 June 2020. 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 Euronext Dublin (www.ise.ie) and the Luxembourg Stock
Exchange (www.bourse.lu).
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions of the Notes set
forth in the offering circular dated 28 June 2019 and the supplements to the Offering Circular dated 30 August
2019, 16 October 2019, 13 November 2019, 22 January 2020, 13 March 2020, 5 May 2020 and 4 June 2020
which are incorporated by reference in the Offering Circular.

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
3
Series: 12802

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:
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
4
Series: 12802

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.
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
5
Series: 12802

2.
(i)
Series Number:
12802

(ii)
Tranche Number:
4
Fungible with the Series 12802 Tranche 1, Tranche 2
and Tranche 3 issued by Morgan Stanley B.V., bearing
ISIN XS2107390929. To be consolidated to form a
single series with Tranche 1, Tranche 2 and Tranche 3
with effect as of the Issue Date of Tranche 4.

3.
Specified Currency or Currencies:
Euro ("EUR")
4.
Aggregate Nominal Amount of the Notes:

(i)
Series:
EUR 5,803,000

(ii)
Tranche:
Tranche 1: EUR 5,003,000
Tranche 2: EUR 250,000
Tranche 3: EUR 300,000
Tranche 4: EUR 250,000
5.
Issue Price:
100 per cent. of Par per Note
6.
(i)
Specified Denominations:
EUR 1,000

(ii)
Calculation Amount (Par):
EUR 1,000
7.
(i)
Issue Date:
Tranche 1: 30 January 2020
Tranche 2: 13 February 2020
Tranche 3: 23 June 2020
Tranche 4: 17 July 2020

(ii)
Trade Date:
23 January 2020

(iii)
Interest Commencement Date:
Issue Date

(iv)
Strike Date:
23 January 2020

(v)
Determination Date:
23 January 2023
8.
Maturity Date:
30 January 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 34 (A) below
11.
Change of Interest or Redemption/Payment Not Applicable
Basis:

12.
Put/Call
Options/Autocallable
Early
6
Series: 12802

Redemption:

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

(Condition 23.5)

(ii)
Redemption at the Option of Not Applicable
Noteholders:

(Condition 23.7)

(iii)
Autocallable
Early Applicable. See item 31.
Redemption:

(Condition 20)

(iv)
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
The Gap, Inc.
GPS UN
USD
The New York
Official closing
Equity
Stock Exchange
price(i) on Strike Date.
2
Puma SE
PUM GY
EUR
Börse Frankfurt
Official closing
Equity
price(i) on Strike Date.
3
Whirlpool Corporation
WHR UN
USD
The New York
Official closing
Equity
Stock Exchange
price(i) on Strike Date.
4
Xerox Holdings
XRX UN
USD
The New York
Official closing
Corporation
Equity
Stock Exchange
price(i) on Strike Date.

(ii)
Partial
Lookthrough
ADR Not Applicable
Provisions:

(iii)
Full
Lookthrough
ADR Not Applicable
Provisions:

(iv)
Exchange(s):
See table above.
7
Series: 12802

(v)
Related Exchange(s):
All Exchanges
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16.
Fixed Rate Note Provisions
Applicable
(Condition 5)

(i)
Rate(s) of Interest:
2.04% 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
30 April 2020
2
30 July 2020
3
30 October 2020
4
1 February 2021
5
30 April 2021
6
30 July 2021
7
1 November 2021
8
31 January 2022
9
2 May 2022
10
1 August 2022
11
31 October 2022
12
30 January 2023

(iv)
Fixed Coupon Amount(s):
EUR 20.40 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 Morgan Stanley & Co. International plc
calculating
the
Rate(s)
of
Interest
and/or
Interest
Amount(s):

(xi)
Additional
provisions
for Not Applicable
determining Interest Amount
8
Series: 12802

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)

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)
PROVISIONS RELATING TO REDEMPTION
29.
Call Option
Not Applicable
(Condition 23.5)
30.
Put Option
Not Applicable
(Condition 23.7)
31.
Autocallable Early Redemption
Applicable
(Condition 20)
9
Series: 12802

(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)
Reference
Pricei)
1
23 July 2020
30 July 2020
97%
100%
2
23 October 2020
30 October 2020
94%
100%
3
25 January 2021
1 February 2021
91%
100%
4
23 April 2021
30 April 2021
88%
100%
5
23 July 2021
30 July 2021
85%
100%
6
25 October 2021
1 November 2021
82%
100%
7
24 January 2022
31 January 2022
79%
100%
8
25 April 2022
2 May 2022
76%
100%
9
25 July 2022
1 August 2022
73%
100%
10
24 October 2022
31 October 2022
70%
100%
11
23 January 2023
30 January 2023
70%
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):

32.
Final Redemption Amount of each Note
Final Redemption Amount specified below
(Condition 23.1)
33.
Dual Currency Redemption Provisions
Not Applicable
(Condition 8)
34.
Equity
and
Proprietary
Index-Linked Applicable
Redemption Provisions:
(Condition 10)
(A)
Single Share Notes/Share Basket Notes:
Applicable

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

(i)
Determination
Agent Morgan Stanley & Co. International plc (the
responsible for calculating the "Determination Agent"). The Determination Agent
shall act as an expert and not as an agent for the Issuer
10
Series: 12802