Obligation Morgan Stanley Nederland 2.525% ( XS2229504811 ) en USD

Société émettrice Morgan Stanley Nederland
Prix sur le marché 100 %  ▲ 
Pays  Pays-bas
Code ISIN  XS2229504811 ( en USD )
Coupon 2.525% par an ( paiement semestriel )
Echéance 21/09/2023 - Obligation échue



Prospectus brochure de l'obligation Morgan Stanley B.V XS2229504811 en USD 2.525%, échue


Montant Minimal 1 000 USD
Montant de l'émission 500 000 USD
Description détaillée 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 USD, avec le code ISIN XS2229504811, paye un coupon de 2.525% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/09/2023








OFFERING CIRCULAR FOR NOTES, WARRANTS AND CERTIFICATES
26 June 2024

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, (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 (iii) supplemented, amended and/or replaced to the extent described in the relevant drawdown Admission
Particulars (as defined in the rules of the International Securities Market of London Stock Exchange, as revised
from time to time) ,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 2024 (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 the laws of the United Kingdom. Prospective
investors are referred to the sections headed "PRIIPs / IMPORTANT ­ EEA RETAIL INVESTORS" and "UK
PRIIPs/IMPORTANT ­ UK RETAIL INVESTORS" beginning 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
0012034-0005522 UKO2: 2008497830.2
ii



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 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.
The International Securities Market (the "ISM") is a market designated for professional investors.
Program Securities which are designated in the relevant Pricing Supplement as being admitted to trading
on the ISM are not admitted to the Official List of the United Kingdom Financial Conduct Authority. The
London Stock Exchange has not approved or verified the contents of this Offering Circular.
Morgan Stanley Finance II Ltd, a wholly-owned subsidiary of Morgan Stanley, ("MSFII") has not filed an
application with the London Stock Exchange for its Program Securities to be admitted to the ISM, and
therefore, any references to "Morgan Stanley Finance II Ltd" or "MSFII" in this Offering Circular should
be disregarded for the purposes of the ISM.
This Offering Circular was approved as an offering circular on 26 June 2024 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 2024 and may be supplemented from time to time.
MORGAN STANLEY
as Arranger
0012034-0005522 UKO2: 2008497830.2
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 the laws of the United
Kingdom (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 the laws of the United Kingdom. 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 16 July 2019; and
(iii)
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)
admitted to trading on the International Securities Market of the London 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 2025.
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.
The applicable Pricing Supplement will specify whether and where the Warrants or the Certificates (as applicable)
will be listed.
0012034-0005522 UKO2: 2008497830.2
i



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
investor should consult with his own advisers as to the legal, tax, business, financial and related aspects of
a purchase of the Program Securities.
0012034-0005522 UKO2: 2008497830.2
ii



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.
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
0012034-0005522 UKO2: 2008497830.2
iii



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.
Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore, as amended or
modified from time to time (the "SFA") ­ Unless otherwise stated in the Pricing Supplement in respect of any
Program Securities, all Program Securities issued or to be issued under the Program shall be capital markets
products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018 of Singapore) and Specified Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
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 the laws of the United Kingdom (the "UK Benchmarks
Regulation").
Responsibility statements
Each of Responsible Persons accepts responsibility for the information contained in this Offering Circular and the
Registration Document dated 16 November 2023 (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 Limited" and
"Morgan Stanley Europe SE " in the section entitled "Incorporation by Reference" set out at pages 63-
74; (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 953-955; (iv) the section entitled "Description of
Morgan Stanley Europe SE" set out on pages 956-959 and (v) Items 1(b)-(f), 2(b)-(f), 5(b)-(f), 7-11 and
12(b)-(f) in the section entitled "General Information" set out at pages 1055-1060; and (B) the Morgan
Stanley registration document (the "Morgan Stanley Registration Document") which comprises the
Registration Document with the exception of (i) Items 9 to 20 in the section entitled "Information
Incorporated by Reference" set out at pages 28-33; and (ii) the sections entitled "Description of Morgan
Stanley & Co. International plc" set out at pages 58-62; "Description of Morgan Stanley B.V." set out at
pages 63-66 and "Description of Morgan Stanley Finance LLC" set out at pages 67-69; and "Description
of Morgan Stanley Europe SE" set out at pages 70-74;
(ii)
MSI plc in relation to (A) this Offering Circular which comprises this Offering Circular with the
exception of: (i) the items under the sub-sections "Morgan Stanley", "Morgan Stanley B.V.", "Morgan
Stanley Finance LLC", "Morgan Stanley Finance II Limited" " and "Morgan Stanley Europe SE" in the
section entitled "Incorporation by Reference" set out at pages 63-74; (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 953-955; (iv) the section entitled "Description of Morgan Stanley Europe SE"
set out on pages 956-959; and (v) Items 1(a) and (c)-(f), 2(a) and (c)-(f), 3, 5(a) and (c)-(f), 6, 8-11 and
12(a) and (c)-(f) in the section entitled "General Information" set out at pages 1055-1060; 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 8 and 12 to 20 in the section entitled
0012034-0005522 UKO2: 2008497830.2
iv



"Information Incorporated by Reference" set out at pages 22-33; and (ii) the sections entitled
"Description of Morgan Stanley" set out at pages 37-57; "Description of Morgan Stanley B.V." set out at
pages 63-66; "Description of Morgan Stanley Finance LLC" set out at pages 67-69; "Description of
Morgan Stanley Europe SE" set out at pages 70-74; and "Subsidiaries of Morgan Stanley as of 31
December 2021" set out at page 75;
(iii)
MSBV in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) the items under the sub-sections "Morgan Stanley", "Morgan Stanley & Co. International plc",
"Morgan Stanley Finance LLC", "Morgan Stanley Finance II Limited" " and "Morgan Stanley Europe
SE" in the section entitled "Incorporation by Reference" set out at pages 63-74; (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 953-955; (iv) the section entitled "Description of Morgan Stanley Europe
SE" set out on pages 956-959; and (v) Items 1(a)-(b) and (d)-(f), 2(a)-(b) and (d)-(f), 3, 5(a)-(b) and (d)-
(f), 6-7, 9-11 and 12(a)-(b) and (d)-(f) in the section entitled "General Information" set out at pages 1055-
1060; and (B) the MSBV registration document (the "MSBV Registration Document") which
comprises the Registration Document with the exception of (i) Items 1 to 11 and 15 to 20 in the section
entitled "Information Incorporated by Reference" set out at pages 22-33; and (ii) the sections entitled
"Description of Morgan Stanley" set out at pages 37-57; "Description of Morgan Stanley & Co.
International plc" set out at pages 58-62; "Description of Morgan Stanley Finance LLC" set out at pages
67-69; "Description of Morgan Stanley Europe SE" set out at pages 70-74; and "Subsidiaries of Morgan
Stanley as of 31 December 2021" set out at page 75;
(iv)
MSFL in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) the items under the sub-sections "Morgan Stanley", "Morgan Stanley & Co. International plc",
"Morgan Stanley B.V.", "Morgan Stanley Finance II Limited" " and "Morgan Stanley Europe SE" in the
section entitled "Incorporation by Reference" set out at pages 63-74; (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 953-955; (iv) the section entitled "Description of Morgan Stanley Europe SE"
set out on pages 956-959; and (v) Items 1(a)-(c) and (e)-(f), 2(a)-(c) and (e)-(f), 3, 5(a)-(c) and (e)-(f), 6-
8, 10-11 and 12(a)-(c) and (e)-(f) in the section entitled "General Information" set out at pages 1055-
1060; and (B) the MSFL registration document (the "MSFL Registration Document") which comprises
the Registration Document with the exception of (i) Items 1 to 14 and 18 to 20 in the section entitled
"Information Incorporated by Reference" set out at pages 23-33; and (ii) the sections entitled
"Description of Morgan Stanley" set out at pages 37-57; "Description of Morgan Stanley & Co.
International plc" set out at pages 58-62; "Description of Morgan Stanley B.V." set out at pages 63-66;
"Description of Morgan Stanley Europe SE" set out at pages 70-74; and "Subsidiaries of Morgan Stanley
as of 31 December 2021" set out at page 75;
(v)
MSFII in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) the items under the sub-sections "Morgan Stanley", "Morgan Stanley & Co. International plc",
"Morgan Stanley B.V.", "Morgan Stanley Finance II Limited" " and "Morgan Stanley Europe SE" in the
section entitled "Incorporation by Reference" set out at pages 63-74; (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 956-959; and (iv) Items 1(a)-(d) and (f), 2(a)-(d) and (f), 3, 5(a)-(d) and (f), 6-9, 11 and 12(a)-
(d) and (f) in the section entitled "General Information" set out at pages 1055-1060.
(vi)
MSESE in relation to (A) this Offering Circular which comprises this Offering Circular with the
exception of: (i) the items under the sub-sections "Morgan Stanley", "Morgan Stanley & Co. International
plc", "Morgan Stanley B.V.", "Morgan Stanley Finance LLC" and "Morgan Stanley Finance II Limited"
in the section entitled "Incorporated by Reference" set out on pages 63-74; (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
0012034-0005522 UKO2: 2008497830.2
v



information relating to MSFL" and "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, 5(a)-(e), 6-10 and 12(a)-
(e) in the section entitled "General Information" set out on pages 1055-1060.
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 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.
0012034-0005522 UKO2: 2008497830.2
vi



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.
The investments described in this document do not constitute a collective investment fund for the purpose of the
Collective Investment Funds (Jersey) Law 1988, as amended, on the basis that they are investment products
designed for financially sophisticated investors with specialist knowledge of, and experience of investing in, such
investments, who are capable of fully evaluating the risks involved in making such investments and who have an
asset base sufficiently substantial as to enable them to sustain any loss that they might suffer as a result of making
0012034-0005522 UKO2: 2008497830.2
vii


Document Outline