morgan stanley asia products limited … terms_d8453d89-2562-41d0-a304...the final terms relating to...

The Final Terms relating to each issue of Regulation S Warrants will contain (without limitation) such of the

following information as is applicable in respect of such Regulation S Warrants. All references to numbered

conditions are to the terms and conditions of the Regulation S Warrants set out in Schedule 1 of the Agency

Agreement (as defined in the Regulation S Warrant Conditions) and reproduced in the Base Prospectus and words

and expressions defined in those terms and conditions shall have the same meaning in the applicable Regulation S

Warrant Final Terms.

MORGAN STANLEY ASIA PRODUCTS LIMITED (incorporated with limited liability in the Cayman Islands)

Guaranteed by

(incorporated in Delaware, U.S.A.)

Warrant Programme

The Warrants and the Guarantee have not been, and will not be, registered under the United States Securities

Act of 1933, as amended (the Securities Act), or the securities laws of any State in the United States. The

Warrants and the Guarantee may not be offered, sold or delivered at any time, directly or indirectly, within

the United States or to, or for the account or benefit of, U.S. persons as such term is defined in Regulation S

under the Securities Act.

1,000,000 American Style Regulation S Cash Settled Call Warrants due 13 December 2018 linked to a basket

of local ordinary shares listed on the Tokyo Stock Exchange

This document constitutes the Final Terms relating to the issue of Regulation S Warrants described herein. This

document constitutes final terms for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the

Prospectus Directive).

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base

Prospectus dated 22 September 2016 approved by the Central Bank of Ireland on 22 September 2016 (as

supplemented from time to time, the Base Prospectus). These Final Terms contain the final terms of the Regulation

S Warrants and must be read in conjunction with such Base Prospectus in order to obtain full information on the

Issuer and the Regulation S Warrants themselves. Copies of such Base Prospectus are available free of charge to the

public during normal business hours at the registered office of the Issuer and from the specified office of the Irish

Agent, or may be downloaded free of charge from http://www.ise.ie/Market-Data-Announcements/Debt/Individual-

Debt-Instrument-Data/Dept-Security-Documents/?progID=121&FIELDSORT=docId.

References herein to numbered Conditions are to the Terms and Conditions of the Regulation S Warrants and words

and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms, save as

where otherwise expressly provided.

Part A - Information about the Warrants

1.(a) The series number of the

Warrants;

I2496

1.(b) Whether or not the Warrants are to

be consolidated and form a single

No.

series with the warrants of an

existing series;

2. Whether the Warrants are Share

Warrants, Index Warrants or Fund

Warrants or Warrants linked to a

Basket;

Basket of Shares relating to the local ordinary shares of Basket

Companies listed on the Tokyo Stock Exchange (the Shares) with the

Bloomberg Code MSPWEXPO (the Basket). The issuer of the local

ordinary shares comprising the Basket, shall each be referred to as a

“Basket Company” and together as the “Basket Companies”. The

Basket Companies comprising the basket are:

Ticker Shares Name

6301 JT

Equity 29317.6198 KOMATSU LTD

7751 JT

Equity 29774.1055 CANON INC

1963 JT

Equity 10915.0067 JGC CORP

2914 JT

Equity 25623.4951 JAPAN TOBACCO INC

3659 JT

Equity 12984.5423 NEXON CO LTD

4062 JT

Equity 5475.18925 IBIDEN CO LTD

4063 JT

Equity 7271.09627 SHIN-ETSU CHEMICAL CO LTD

4502 JT

Equity 16928.0556

TAKEDA PHARMACEUTICAL CO

LTD

4503 JT

Equity 51374.866 ASTELLAS PHARMA INC

4543 JT

Equity 13652.7526 TERUMO CORP

4902 JT

Equity 26183.5519 KONICA MINOLTA INC

4911 JT

Equity 21662.7053 SHISEIDO CO LTD

5108 JT

Equity 25771.9961 BRIDGESTONE CORP

5334 JT

Equity 10576.9472 NGK SPARK PLUG CO LTD

6146 JT

Equity 1653.41409 DISCO CORP

6273 JT

Equity 1433.53903 SMC CORP

6302 JT

Equity 44896.5519 SUMITOMO HEAVY IND LTD

6305 JT

Equity 9243.40774 HITACHI CONST MACH CO LTD

6326 JT

Equity 58075.1417 KUBOTA CORP

6366 JT

Equity 14939.9789 CHIYODA CORP

6367 JT

Equity 13327.3623 DAIKIN INDUSTRIES LTD

6471 JT 21501.0279 NSK LTD

Equity

6586 JT

Equity 5836.55175 MAKITA CORP

6592 JT

Equity 3839.83667 MABUCHI MOTOR CO LTD

6594 JT

Equity 9710.69807 NIDEC CORP

6724 JT

Equity 29182.7587 SEIKO EPSON CORP

6740 JT

Equity 36091.7511 JAPAN DISPLAY INC

6758 JT

Equity 67458.9892 SONY CORP

6762 JT

Equity 7457.26373 TDK CORP

6770 JT

Equity 22703.5226 ALPS ELECTRIC CO LTD

6806 JT

Equity 1369.98048 HIROSE ELECTRIC CO LTD

6841 JT

Equity 18706.8966 YOKOGAWA ELECTRIC CORP

6857 JT

Equity 13008.6592 ADVANTEST CORP

6869 JT

Equity 7205.61944 SYSMEX CORP

6871 JT

Equity 22834.7095 MICRONICS JAPAN CO LTD

6923 JT

Equity 4782.09893 STANLEY ELECTRIC CO LTD

6954 JT

Equity 6309.78567 FANUC CORP

6963 JT

Equity 4863.79312 ROHM CO LTD

6976 JT

Equity 12924.1624 TAIYO YUDEN CO LTD

6981 JT

Equity 5669.17607 MURATA MANUFACTURING CO LTD

7201 JT

Equity 96860.7449 NISSAN MOTOR CO LTD

7203 JT

Equity 23142.5525 TOYOTA MOTOR CORP

7261 JT

Equity 46888.9008 MAZDA MOTOR CORP

7267 JT

Equity 39976.3818 HONDA MOTOR CO LTD

7270 JT

Equity 26739.3366 FUJI HEAVY INDUSTRIES LTD

7272 JT

Equity 15789.9826 YAMAHA MOTOR CO LTD

7309 JT

Equity 1425.86769 SHIMANO INC

7731 JT

Equity 25956.7104 NIKON CORP

7733 JT

Equity 10570.7276 OLYMPUS CORP

7735 JT

Equity 4921.2072 SCREEN HOLDINGS CO LTD

7762 JT

Equity 23661.6963 CITIZEN WATCH CO LTD

7974 JT

Equity 5549.42911 NINTENDO CO LTD

8113 JT

Equity 20097.1653 UNICHARM CORP

8136 JT

Equity 5211.20692 SANRIO CO LTD

9005 JT

Equity 28332.7755 TOKYU CORP

3. Launch Date; 13 December 2016

4. The Issue Date of the Warrants; 16 December 2016

5. Whether the Warrants are

American Style Warrants or

European Style Warrants;

American Style Warrants

6. Whether the Warrants are Call

Warrants or Put Warrants;

Call Warrants

7. Whether the Warrants are Global

Warrants or Definitive Warrants;

Global Warrants exchangeable into Definitive Warrants in registered

form in limited circumstances as set out in the Conditions

8.(a) If the Warrants are Share

Warrants, Fund Warrants or

Warrants linked to a Basket of

Units or Shares, whether the

Warrants are Market Access

Warrants or Outperformance

Warrants;

Market Access Warrants

8.(b) If the Warrants are Market Access

Warrants, whether they are China

Market Access Warrants;

No

8.(c) If the Warrants are

Outperformance Warrants,

whether Upfront Discount is

applicable, and if so, the Upfront

Discount (as a percentage);

Not applicable

8.(d) If the Warrants are


whether Daily Accrual is

applicable, and if so, the Daily

Accrual Rate (as a percentage)

(except where Rerate is also

applicable, in which case, please

see paragraph 8.(f));

Not applicable

8(e) If the Warrants are

Outperformance Warrants, and

Upfront Discount or Daily

Accrual is applicable, the

Commission Rate (as a

percentage);

Not applicable

8.(f) If the Warrants are


whether Daily Accrual and Rerate

are applicable and if so, the Daily

Accrual Rate (as a percentage) in

respect of the First Period;

Not applicable

8.(f)(i) If the Warrants are

Outperformance Warrants and

Daily Accrual and Rerate are

applicable, the Rerate Date;

Not applicable

8.(f)(ii) If Rerate is applicable, Default

Adjusted Rate (as a percentage);

Not applicable

8.(g) If the Warrants are


whether Variable Daily Accrual is

applicable, and if so, the Variable

Daily Accrual Rate (as a

percentage);

Not applicable

9. The number of Warrants being

issued;

1,000,000

10.(a) The Issue Price per Warrant; Japanese Yen (JPY) 1,162.0600, being the Issuer’s weighted average

execution price of the Shares.

10.(b) Currency in which Warrants are

denominated and to be traded;

JPY

11. The Strike Price per Warrant

(which may be subject to

adjustment in accordance with

Condition 19 or 20 in the case of

Index Warrants, Share Warrants or

Fund Warrants, respectively);

JPY 0.00001

12. The Relevant Jurisdiction of the

Warrants;

Japan

13.(a) If Issuer Optional Early

Termination is applicable;

Yes

13.(b) If Issuer Optional Early

Termination is applicable, the

number of Business Day’s written

notice required to be given by the

Issuer in order to terminate;

Five (5) Business Days

13.(c) If Issuer Optional Early

Termination is applicable, whether

Issuer Break Fee is applicable

and if so, the Issuer Break Fee

Not applicable

Rate (as a percentage) and if the

Issuer Break Fee Rate is Flat or

Amortised;

13.(d) If Issuer Break Fee Rate is

Amortised and Day Count

Fraction is applicable, the start

date and end date over which Day

Count Fraction applies;

Not applicable

14. If the Warrants are China Market

Access Warrants, whether Tax

Event is applicable;

Not Applicable

15.(a) If Warrantholder Break Fee is

applicable, and if so, the

Warrantholder Break Fee Rate

(as a percentage) and if the

Warrantholder Break Fee Rate is

Flat or Amortised;

Not applicable

15.(b) If Warrantholder Break Fee Rate

is Amortised and Day Count

Fraction is applicable, the start

date and end date over which Day

Count Fraction applies;

Not applicable

16.(a) If the Warrants are Index

Warrants, whether Commissions

applies and if so, the

Commissions (as a percentage);

Not applicable

16.(b) If the Warrants are Index

Warrants, whether

Outperformance is applicable,

and if so, if Outperformance

Average, Outperformance Initial

or Outperformance Final is

applicable and the

Outperformance Rate (as a

percentage);

Not applicable

16.(c) If the Warrants are Index

Warrants, the Index Initial;

Not applicable

16.(d) If the Warrants are Index

Warrants, the Index Final;

Not applicable

16.(e) If the Warrants are Index

Warrants, the Index Average;

Not applicable

17. The Settlement Price per Warrant

(which may be subject to

adjustment in accordance with

Condition 19 or 20 in the case of

Index Warrants, Share Warrants or

Fund Warrants, respectively);

As defined in Condition 21

18.(a) The Cash Settlement Amount per

Warrant;

As specified in Condition 3(b)

18.(b) Whether a Management Fee is

applicable, and if so, the

Management Fee Rate (as a

percentage);

Not applicable

19. Valuation Date(s); The Actual Exercise Date or the Expiration Date (as applicable)

20.(a) Whether Averaging is applicable; No

20.(b) If Averaging applies, Averaging

Dates;

Not applicable

20.(c) If Averaging applies, whether, in

the event of a Disrupted Day (as

defined in Condition 21)

occurring on an Averaging Date,

Omission, Postponement or

Modified Postponement (as

defined in Condition 21) applies;

Not applicable

21. Settlement Date; As defined in Condition 21

22. In the case of European Style

Warrants, the Exercise Date for

the Warrants;

Not applicable

23. In the case of American Style

Warrants, the Exercise Period in

respect of the Warrants;

From the fifth Business Day following the date of purchase of the

Warrants up to and including 10:00 a.m. Brussels or Luxembourg time

as appropriate, depending upon whether the Warrants are held through

Euroclear or Clearstream, Luxembourg on the Expiration Date.


Warrants, the Expiration Date for

the Warrants;

13 December 2018


Warrants, whether Automatic

Exercise will apply;

Yes

26. The Ratio identifying the number

of Warrants per underlying Share,

Index, Unit or Basket which shall

be applied to the Settlement Price

in order to ascertain the Cash

Settlement Amount for each

Warrant (such Ratio shall be

subject to adjustment in

accordance with Condition 19 or

20 in respect of Index Warrants,

Share Warrants and Fund

Warrants, respectively);

One Warrant per Basket

27. The applicable Business Day

Centre(s) for the purposes of the

definitions of Business Day in

Condition 21;

London, New York and Tokyo

28.(a) Whether Exchange Rate is

applicable;

Yes

28.(b) If Exchange Rate is applicable, As defined in Condition 21

the applicable Exchange Rate for

conversion of any amount into the

relevant Settlement Currency for

the purposes of determining the

Cash Settlement Amount (as

defined in Condition 21) and

details of when and how such rate

is to be ascertained;

29. The Settlement Currency for the

payment of the Cash Settlement

Amount;

JPY

30.(a) In the case of American Style

Warrants, the Minimum Exercise

Number;

One Warrant

30.(b) In the case of American Style

Warrants, the Maximum Exercise

Number;

1,000,000

31.(a) The Minimum Purchase Amount

of the Warrants;

One Warrant

31.(b) The Minimum Trading Amount

of Warrants;

One Warrant

32. The Relevant Time; As defined in Condition 21

33. Whether Alternative Provisions

are applicable;

No

34. Whether Alternative Index Cash

Settlement Amount is applicable;

No

35. If Alternative Index Cash

Settlement Amount is applicable,

the Commission Rate;

Not applicable

36.(a) For the purposes of Condition 19

(Additional Terms for Index

Warrants), details of the

Exchange and Related Exchange

(if any);

Exchange(s): Not applicable

Related Exchange(s): Not applicable

36.(b) For the purposes of Condition 19

(Additional Terms for Index

Warrants), details of the relevant

Sponsor;

Not applicable

37. For the purposes of Condition 20

(Additional Terms for Share

Warrants and Fund Warrants),

details of the relevant Exchange

and Related Exchange (if any);

Exchange(s): Tokyo Stock Exchange

Related Exchange(s): All Exchanges

38. Whether Exchange Settlement

Failure is applicable;

No

39. In respect of Fund Warrants,

applicable Extraordinary Fund

Not applicable

Event(s);

40. If a Fund Insolvency Event is

applicable under paragraph 39, the

Fund Insolvency Entity;

Not applicable

41. If an Adviser Resignation Event

and/or Regulatory Action is

applicable under paragraph [39],

the Fund Administrator, the

Fund Adviser or any other

relevant key person for the

purposes of Condition 20(c)(ii);

Not applicable

42. If the Warrants are Fund Warrants,

the Fund Interest;

Not applicable

43. If NAV Threshold Event or

Elective Extraordinary Fund

Event is applicable under

paragraph [39], the NAV

Threshold Amount;

Not applicable

44. In the case where Fund

Modification, Strategy Breach,

Fund Investment Modification

and/or Elective Extraordinary

Fund Event is applicable under

paragraph [39], any relevant

Additional Fund Documents;

Not applicable

45. If Reporting Disruption is

applicable under paragraph 39, the

relevant time period;

Not applicable

46. Details of any certifications

required in the Exercise Notice;

Not Applicable.

47.(a) Whether the Warrants are

Additional Warrants;

No

47.(b) If the Warrants are Additional

Warrants, whether they are

Fungible Additional Warrants or

Non-Fungible Additional

Warrants;

Not applicable

47.(c) If the Warrants are Non-Fungible

Additional Warrants, the Original

Series;

Not applicable

48. The method of distribution of the

Warrants (syndicated or non-

syndicated) including, if any, the

names of any Dealers other than

or in addition to Morgan Stanley

& Co. International plc

(Additional Dealers).

Private placement

Non-Syndicated

Responsibility Statement:

The Issuer accepts responsibility for the information contained in these Final Terms. The Guarantor accepts

responsibility for the information contained in these Final Terms in relation to itself and the Guarantee. To the best

of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case), the

information contained in the Base Prospectus, as completed by these Final Terms in relation to the Warrants, is in

accordance with the facts and does not omit anything likely to affect the import of such information. To the best of

the knowledge and belief of the Guarantor (who has taken all reasonable care to ensure that such is the case), the

information contained in the Base Prospectus, in relation to itself and the Guarantee, as completed by these Final

Terms in relation to the Warrants, is in accordance with the facts and does not omit anything likely to affect the

import of such information.

The information included in these Final Terms with regard to the underlying shares (the Information) consists of

extracts from or summaries of information in respect of the underlying assets that is publicly available from

Bloomberg Financial Markets Information Services and is not necessarily the latest information available. The

Issuer only confirms that the Information has been accurately reproduced and that, so far as it is aware, and is able to

ascertain from information published by the issuer, owner or sponsor, as the case may be, of such underlying assets,

no facts have been omitted that would render the reproduced extracts or summaries inaccurate or misleading. The

Issuer makes no representation that the Information, any other publicly available information or any other publicly

available documents regarding the underlying assets to which the Warrants relate are accurate or complete. There

can be no assurance that all events occurring prior to the date of these Final Terms that would affect the trading price

of the underlying assets to which the Warrants relate (and therefore the trading price and value of the Warrants) have

been publicly disclosed. Subsequent disclosure of any such events or the disclosure or failure to disclose material

future events concerning the underlying assets to which the Warrants relate could affect the trading price and value

of the Warrants.

The Central Bank of Ireland has approved the Base Prospectus dated 22 September 2016 under Part 7 of the

Prospectus (Directive 2003/71/EC) Regulations 2005 as amended (the Regulation) as having been drawn up in

accordance with the Regulation and Commission Regulation (EC) No 809/2004 and has further approved the Base

Prospectus Supplement dated 18 November 2016.

.

The Issuer does not intend to provide any post-issuance information in relation to any assets and/or underlying in

relation to any issue of Warrants constituting derivative securities (as such term is used in the Commission

Regulation (EC) No. 809/2004).

Signed on behalf of the Issuer:

By:........................................................................................

Duly authorised

PART B – Other Information

1 Listing and admission to trading

(i) Listing: Ireland

(ii) Admission to trading: The issue of Warrants is conditional upon the Irish Stock Exchange

granting listing of the Warrants. Listing of the Warrants on the Irish

Stock Exchange is expected to occur on 16 December 2016.

2 Rating

Ratings: The Regulation S Warrants to be issued have not been rated.

3 Notification

The Central Bank of Ireland has provided the competent authority(ies) of Ireland with a certificate

of approval attesting that the Base Prospectus dated 22 September 2016, has been drawn up in

accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No

809/2004 and has further approved the Base Prospectus Supplement dated 18 November 2016.

4 Interests of natural and legal persons involved in the issue

Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the

issue of the Warrants has an interest material to the offer.

5 Details relating to the Underlying Asset(s)

(i) Underlying Asset(s): The Basket of Shares

(ii) Issuer of Underlying

Asset:

Basket of Shares relating to the Shares of:

Ticker Shares Name

6301 JT


7751 JT


1963 JT


2914 JT


3659 JT


4062 JT


4063 JT


4502 JT

Equity 16928.0556


LTD

4503 JT


4543 JT


4902 JT


4911 JT


5108 JT 25771.9961 BRIDGESTONE CORP

Equity

5334 JT


6146 JT


6273 JT


6302 JT


6305 JT


6326 JT


6366 JT


6367 JT


6471 JT

Equity 21501.0279 NSK LTD

6586 JT


6592 JT


6594 JT


6724 JT


6740 JT


6758 JT


6762 JT


6770 JT


6806 JT


6841 JT


6857 JT


6869 JT


6871 JT


6923 JT


6954 JT


6963 JT


6976 JT


6981 JT


7201 JT


7203 JT


7261 JT


7267 JT


7270 JT


7272 JT


7309 JT


7731 JT


7733 JT


7735 JT


7762 JT


7974 JT


8113 JT


8136 JT


9005 JT


(iii) ISIN/Security

information code

relating to the

Underlying Asset(s):

MSPWEXPO

(iv) Description of

Underlying Asset(s):

Not applicable

(v) Details of where

information about the

past and the further

performance on the

Underlying Asset(s)

and its volatility can

be obtained:

Bloomberg Financial Markets Information Services

6 Operational information

(i) ISIN: KYG6272M4580

(ii) Common Code: 153884587

(iii) Any clearing

system(s) other than

Euroclear Bank

S.A./N.V. and

Clearstream Banking,

S.A. and the relevant

identification

number(s):

Not applicable

7 Additional Disclosure in relation to the Shares

(i) Jurisdiction of

incorporation:

Japan

(ii) Closing price as at

the Launch Date:

The closing price of the Basket of Shares as at the Launch Date was JPY

1,160.81 on the Tokyo Stock Exchange

8 Authorisation

The Issuer has obtained all necessary consents, approvals and authorisations in the Cayman

Islands in connection with the establishment and the updates of the Programme and the issue of

the Warrants. The establishment of the Programme and the issue of the Warrants pursuant to this

Base Prospectus dated 22 September 2016 was authorised by resolutions of the board of directors

of the Issuer passed on 21 September 2016.

The Guarantor has obtained all necessary consents, approvals, and authorisations in connection

with the execution, delivery and performance of the Guarantee.

9 Summary

(iii) Issue specific

summary:

The summary for this series of Warrants is annexed to these Final Terms.

SUMMARY

This section comprises a summary in the format, and with the content, required by Article 5(2) of the Prospectus

Directive.

Summaries are made up of disclosure requirements known as elements (Elements). These Elements are set out in

Sections A to E below (and numbered A.1 to E.7). This summary contains all the Elements required for a summary

for the type of securities offered under this Base Prospectus and the type of issuer. Because some Elements are not

required, there are gaps in the numbering sequence of the Elements. Even though an Element may need to be

inserted in the summary because of the type of securities and the type of issuer, it is possible that no relevant

information can be given regarding the Element, in which case the Element shall be described as “not applicable”.

Section A – Introduction and warnings

A.1 This summary must be read as an introduction to this Base Prospectus. Any decision to invest in the Warrants should be

based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference. Where a

claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might,

under the national legislation of Member States, be required to bear the costs of translating the Base Prospectus before the

legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any

translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other

parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key

information in order to aid investors when considering whether to invest in the Warrants.

A.2 Consent by the Issuer will be required for the use of this Base Prospectus in relation to any subsequent resale or final

placement of the Warrants by any financial intermediary.

Any consent (if given) by the Issuer shall indicate: (a) the offer period within which any subsequent resale or final

placement of the Warrants by such financial intermediary can be made and for which consent to the use of the Base

Prospectus is given; and (b) any other conditions which are relevant for the use of the Base Prospectus. Information on the terms and conditions of the offer of the Warrants by the Issuer is to be provided at the time of the offer

by the Issuer.

Section B – Issuer and Guarantor

Issuer

B.1 The legal and

commercial name

of the Issuer

Morgan Stanley Asia Products Limited.

B.2 The domicile and

legal form of the

Issuer, the

legislation under

which the Issuer

operates and its

country of

incorporation

The Issuer is an exempted company incorporated with limited liability in the Cayman Islands

pursuant to the Companies Law (2004 Revision) of the Cayman Islands (as amended from time to

time).

The Issuer is domiciled in the Cayman Islands.

B.4b A description of

any known trends

affecting the

Issuer and the

industries in

which it operates

The business of the Guarantor (the ultimate holding company of the Issuer) in the past has been,

and in the future may continue to be, materially affected by many factors, including: the effect of

economic and political conditions and geopolitical events; sovereign risk; the effect of market

conditions, particularly in the global equity, fixed income, currency, credit and commodities

markets, including corporate and mortgage (commercial and residential) lending and commercial

real estate markets and energy markets; the impact of current, pending and future legislation

(including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank

Act)), regulation (including capital, leverage, funding and liquidity requirements), policies

(including fiscal and monetary), and legal and regulatory actions in the United States of America

22(4)B.1

22(9)B.1

22(13)B.1

22(4)B.2

22(9)B.2

22(13)B.2

22(4)B.4b

A4.5.2.1

A4.5.2.2

A4.5.2.3

(U.S.) and worldwide; the level and volatility of equity, fixed income and commodity prices

(including oil prices), interest rates, currency values and other market indices; the availability

and cost of both credit and capital as well as the credit ratings assigned to the Guarantor’s

unsecured short-term and long-term debt; investor, consumer and business sentiment and

confidence in the financial markets; the performance and results of the Guarantor’s acquisitions,

divestitures, joint ventures, strategic alliances or other strategic arrangements; the Guarantor’s

reputation and the general perception of the financial services industry; inflation, natural

disasters, pandemics and acts of war or terrorism; the actions and initiatives of current and

potential competitors as well as governments, regulators and self-regulatory organizations; the

effectiveness of the Guarantor’s risk management policies; technological changes instituted by

the Guarantor, its competitors or counterparties and technological risks, including cybersecurity,

business continuity and related operational risks); the Guarantor’s ability to provide innovative

products and services and execute its strategic objectives; or a combination of these or other

factors. In addition, legislative, legal and regulatory developments related to the Guarantor’s

businesses are likely to increase costs, thereby affecting results of operations.

B.5 Description of the

Group and the

Issuer’s position

within the Group

The Issuer has no subsidiaries. It is wholly owned by Morgan Stanley Asia Securities Products

LLC, which is itself a subsidiary of the Guarantor. The Guarantor, a financial holding company, is

a global financial services firm that maintains significant market positions in each of its business

segments – Institutional Securities, Wealth Management and Investment Management. The

Guarantor, through its subsidiaries and affiliates (together with the Guarantor, the Group),

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

customers, including corporations, governments, financial institutions and individuals.

B.9 Profit forecast or

estimate

Not Applicable; the Issuer has chosen not to include a profit forecast or estimate.

B.10 Qualifications in

the auditors’

report on the

Issuer’s historical

financial

information

Not Applicable; the auditors’ report contains no such qualifications in respect of the audited

reports and financial statements of the Issuer for the years ended 31 December 2015 and 2014.

B.12 Selected financial

information

relating to the

Issuer

The selected financial information set out below has been extracted without material adjustment

from the interim report for the half year ended 30 June 2016 and the audited reports and financial

statements of the Issuer for the year ended 31 December 2015.

Balance Sheet (in U.S.$ ‘000) 31 Dec 2014 31 Dec 2015 30 June 2016

Total assets 10,987,562 6,524,965 3,477,699

Total liabilities and equity 10,987,562 6,524,965 3,477,699

Condensed statement of

comprehensive income

(in U.S.$ ‘000)

31 Dec

2014

31 Dec

2015

Six months

ended 30 June

2015 2016

Net gains/ (losses) on financial

instruments classified as held

for trading

(5,004) 871 (5,689) 418

Net gains/ (losses) on financial

instruments designated at fair

value through profit or loss

5,004 (871) 5,689 (418)

Income (net of tax) - - - -

There has been no significant change in the financial or trading position of the Issuer since 30

June 2016, the date of the latest published interim unaudited financial statements of the Issuer and

22(4)B.5

22(9) B.5

22(13)B.5

no material adverse change in the prospects of the Issuer since 31 December 2015, the date of the

latest published annual audited financial statements of the Issuer.

B.13 Recent material

events particular

to the Issuer

Not Applicable. The Issuer considers that no event particular to itself and which is to a material

extent relevant to the evaluation of its solvency has taken place since the publication of its last

annual financial statements.

B.14 Extent to which

the Issuer is

dependent on

other entities

within the Group

See Element B.5 for information about the Issuer’s position in the Group.

The Warrants issued by the Issuer are guaranteed by the Guarantor. The Arranger and Dealer,

which is also an affiliate of the Issuer, arranges and distributes the Warrants that are issued by the

Issuer. The Issuer is also reliant on the Guarantor or other members of the Group for the purposes

of entering into hedging transactions to hedge exposures under the Warrants it issues.

B.15 Principal activities

of the Issuer

The Issuer’s business consists of the issuance of financial instruments, with a primary focus on

the Asia markets, and the hedging of obligations relating thereto.


the Issuer is

directly or

indirectly owned

or controlled

The Issuer is wholly owned by Morgan Stanley Asia Securities Products LLC. It is indirectly

owned or controlled by the Guarantor through a number of subsidiaries.

B.18 Description and

scope of the

Guarantee

The Guarantor will absolutely, unconditionally and irrevocably guarantee the Issuer’s payment

obligations under each series of Warrants pursuant to a guarantee dated 22 September 2016 (the

Guarantee).

B.19 Section B

information about

the Guarantor

The following items B.1 to B.16 shall relate to the Guarantor as if it were the Issuer:

Guarantor

B.1 The legal and

commercial name

of the Guarantor

Morgan Stanley.

B.2 The domicile and

legal form of the

Guarantor, the

legislation under

which the

Guarantor

operates and its

country of

incorporation

The Guarantor was incorporated under the laws of the State of Delaware. As a financial holding

company, it is regulated by the Board of Governors of the Federal Reserve System (the Federal

Reserve) under the Bank Holding Company Act of 1956, as amended (the BHC Act). As a major

financial services firm that operates through its subsidiaries and affiliates, the Guarantor is subject

to extensive regulation by U.S. federal and state regulatory agencies and securities exchanges and

by regulators and exchanges in each of the major markets where it conducts its business. The

Guarantor has its registered office at The Corporation Trust Center, 1209 Orange Street,

Wilmington, Delaware 19801, U.S.A., and its principal executive office at 1585 Broadway, New

York, New York 10036, U.S.A.

The Guarantor conducts its business from its headquarters in and around New York City, its

regional offices and branches throughout the United States and its principal offices in London,

Tokyo, Hong Kong and other world financial centres.

B.4b A description of

any known trends

affecting the

Guarantor and

the industries in

which it operates

See B.4b in relation to the Issuer above.

B.5 Description of the

Group and the

Guarantor’s

position within the

The Guarantor, a financial holding company, is a global financial services firm that maintains

significant market positions in each of its business segments – Institutional Securities, Wealth

Management and Investment Management. The Guarantor, through its subsidiaries and affiliates,

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

22(4)B.5

22(4)B.14

22(9)B.14

22(13)B.14

Group customers, including corporations, governments, financial institutions and individuals.

The Guarantor is the parent and financial holding company of the companies in the Group.

B.9 Profit forecast or

estimate

Not Applicable; the Guarantor has chosen not to include a profit forecast or estimate.

B.10 Qualifications in

the auditors’

report on the

Issuer’s historical

financial

information

Not Applicable. The auditors’ report contains no such qualifications in respect of the audited

reports and financial statements of the Guarantor for the years ended 31 December 2015 and

2014.

B.12 Selected financial

information

relating to the

Guarantor

The selected financial information set out below has been extracted without material adjustment

from interim report for the half year ended 30 June 2016 and the audited reports and financial

statements of the Guarantor for the year ended 31 December 2015.

Consolidated Balance Sheet

(U.S.$ in millions) At 31 Dec 2014 At 31 Dec 2015 At 30 June 2016

Total assets 801,510 787,465 828,873

Total liabilities and equity 801,510 787,465 828,873

Consolidated Income

Statement

(U.S.$ in millions)

2014

2015

Six months

ended 30 June

2015 2016

Net revenues 34,275 35,155 19,650 16,701

Income from continuing

operations before income taxes

3,591 8,495 5,582 4,221

Net income 3,667 6,279 4,294 2,803

There has been no material adverse change in the prospects of the Guarantor since 31 December

2015, the date of the latest published annual audited financial statements of the Guarantor, nor any

significant change in the financial or trading position of the Guarantor since 30 June 2016, the

date of the latest published interim unaudited financial statements of the Guarantor.

B.13 Recent material

events particular

to the Guarantor

Not Applicable. The Guarantor considers that no event particular to itself and which is to a

material extent relevant to the evaluation of its solvency has taken place since the publication of

its last annual financial statements.


the Guarantor is

dependent on

other entities

within the Group

The Guarantor is a holding company for a number of subsidiary companies (directly or indirectly)

and is dependent on their performance.

B.15 Principal activities

of the Guarantor

The Guarantor, a financial holding company, is a global financial services firm that maintains

significant market positions in each of its business segments – Institutional Securities, Wealth

Management and Investment Management. A summary of the activities of each of the Guarantor’s

business segments is as follows:

• Institutional Securities provides investment banking, sales and trading and other services to

corporations, governments, financial institutions, and high-to-ultra high net worth clients.

Investment banking services comprise capital raising and financial advisory services,

including services relating to the underwriting of debt, equity and other securities as well as

advice on mergers and acquisitions, restructurings, real estate and project finance. Sales and

trading services include sales, financing and market-making activities in equity securities and

fixed income products, including foreign exchange and commodities, as well as prime

22(4)B.14

22(9)B.14

22(13)B.14

brokerage services. Other services include corporate lending activities and credit products,

investments and research.

• Wealth Management provides a comprehensive array of financial services and solutions to

individual investors and small-to-medium sized businesses and institutions covering brokerage

and investment advisory services, market-making activities in fixed income securities,

financial and wealth planning services, annuity and insurance products, credit and other

lending products, banking and retirement plan services.

• Investment Management provides a broad range of investment strategies and products that

span geographies, asset classes, and public and private markets, to a diverse group of clients

across institutional and intermediary channels. Strategies and products comprise equity, fixed

income, liquidity and alternative / other products. Institutional clients include defined

benefit/defined contribution pensions, foundations, endowments, government entities,

sovereign wealth funds, insurance companies, third-party fund sponsors and corporations.

Individual clients are serviced through intermediaries, including affiliated and non-affiliated

distributors.


the Guarantor is

directly or

indirectly owned

or controlled

The Guarantor is a publicly traded company with a principal listing of its ordinary shares on the

New York Stock Exchange.

As of 21 March 2016, the following entities beneficially own more than 5% of the Guarantor’s

common stock: Mitsubishi UFJ Financial Group, Inc. (22.4% holding); State Street (7.1%

holding); T. Rowe Price Associates, Inc. (6.7% holding); BlackRock, Inc (5.3% holding). The

percentage holdings are based on the number of common shares as of 21 March 2016.

Section C – Securities

C.1 Type and class of

Warrants

The Warrants are Regulation S Warrants which are also Warrants relating to a Basket of Shares.

The Warrants will be issued in registered form and will be represented on issue by a Global

Warrant which is exchangeable for Definitive Warrants in the limited circumstances specified in

the Global Warrant. The Global Warrant will be deposited with Euroclear Bank S.A./N.A.

(Euroclear) and Clearstream Banking, S.A. (Clearstream, Luxembourg)with interests in such

Global Warrant being traded in the relevant clearing system(s).

ISIN: KYG6272M4580

Common Code: 153884587

C.2 Currencies Subject to compliance with all relevant laws, regulations and directives, Warrants under the

Programme may be denominated in any currency or units of exchange and settled in any

deliverable currency.

The Issue Price of the Warrants is denominated in JPY and will be settled in JPY.

C.5 A description of

any restrictions on

the free

transferability of

the Warrants

The free transfer of the Warrants is subject to the selling restrictions of the United States, the

European Economic Area (including Austria, Belgium, the Czech Republic, Denmark, Finland,

France, Germany, Greece, Hungary, Ireland, Italy, Lichtenstein, Luxembourg, the Netherlands,

Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom),

Australia, the People’s Republic of China (PRC), the Cayman Islands, the Hong Kong Special

Administrative Region of the People’s Republic of China (Hong Kong), Kingdom of Bahrain,

Indonesia, Japan, Malaysia, Pakistan, the Philippines, Singapore, Sri Lanka, Thailand, the

Republic of Korea (South Korea), the Republic of China (Taiwan), the United Arab Emirates and

Vietnam.

Regulation S Warrants shall comply with the selling restrictions applicable to them as set out in

the section “Offering and Sale”.

The “Additional Selling Restrictions” in respect of Regulation S Warrants for which Alternative

Provisions are not applicable shall apply, for which the Relevant Jurisdiction is not India.

Warrants held in a clearing system must be transferred in accordance with the rules, procedures

and regulations of that clearing system

C.8 Description of the

rights attaching to

the Warrants

The Warrants are Regulation S Warrants which are also American Style Warrants and Call

Warrants to which Automatic Exercise applies.

Status: The Warrants constitute direct, unconditional, unsecured and unsubordinated obligations

of the Issuer and rank pari passu without preference amongst themselves and, subject to any

applicable statutory provisions or judicial order, at least equally with all other present and future

direct, unconditional, unsecured and unsubordinated obligations of the Issuer.

Guarantee: The Warrants have the benefit of an absolute, unconditional and irrevocable guarantee

of payments of obligations of the Issuer by the Guarantor.

The Warrants relate to a Basket of Shares relating to the local ordinary shares of the Basket

Companies listed on the Tokyo Stock Exchange (the “Shares”) with the Bloomberg Code

MSPWEXPO(the “Basket”). The issuer of the local ordinary shares comprising the Basket, shall

each be referred to as a “Basket Company” and together as the “Basket Companies”. The Basket

companies comprising the Basket are:

Ticker Shares Name

6301 JT


7751 JT


1963 JT


2914 JT


3659 JT


4062 JT


4063 JT


4502 JT

Equity 16928.0556


LTD

4503 JT


4543 JT


4902 JT


4911 JT


5108 JT

Equity 25771.9961 BRIDGESTONE CORP

5334 JT


6146 JT


6273 JT


6302 JT


6305 JT


6326 JT


6366 JT


6367 JT


6471 JT

Equity 21501.0279 NSK LTD

6586 JT


6592 JT


6594 JT


6724 JT


6740 JT


6758 JT


6762 JT


6770 JT


6806 JT


6841 JT


6857 JT


6869 JT


6871 JT


6923 JT


6954 JT


6963 JT


6976 JT


6981 JT


7201 JT


7203 JT


7261 JT


7267 JT


7270 JT


7272 JT


7309 JT


7731 JT


7733 JT


7735 JT


7762 JT


7974 JT


8113 JT


8136 JT


9005 JT


See C.18 for rights relating to Cash Settlement Amounts payable in respect of the Warrants.

C.11 Listing and

admission to

trading/ indication

of market where

securities will be

traded

Application is expected to be made by the Issuer (or on its behalf) for the Warrants to be admitted

to trading on the Irish Stock Exchange’s regulated market with effect from 16 December 2016.

C.15 Effect of value of

underlying

instrument(s) on

value of derivative

securities

The Cash Settlement Amount to which the holder of each Warrant is entitled is as set out in C.18.

Depending on the value of the underlying Shares on the Exercise Date, Actual Exercise Date or

Expiration Date, as the case may be, the Cash Settlement Amount may be a positive amount or it

may be zero (although it may not be lower than zero). The value of the Cash Settlement Amount

is dependent on the performance of the underlying Shares; if the Cash Settlement Amount is zero,

it represents a total loss of the amount paid for the Warrant.

C.16 Expiration/

maturity date of

derivative

securities

The Warrants expire on 13 December 2018.

C.17 Settlement

procedure for

derivative

securities

The Warrants shall be cash-settled through Clearstream, Luxembourg and/or Euroclear.

C.18 Description of

return on

derivative

securities

The returns on the Warrants shall depend on the performance of the Shares.

The Cash Settlement Amount payable in respect of each Warrant is determined as follows:

Where an Issuer Optional Termination Notice has not been given to the Warrantholders:

Max (0, Settlement Price – Strike Price) – Max (0, (Settlement Price – Issue Price) x Tax Rate),

multiplied by the Ratio (if any).

Where a valid Issuer Optional Termination Notice has been given to the Warrantholders:

Max (0, Settlement Price – Strike Price) – Max (0, (Settlement Price – Issue Price) x Tax Rate),

multiplied by the Ratio (if any).

where:

Issue Price shall have the meaning specified in the applicable Final Terms; and

Issuer Optional Termination Notice means a notice given by the Issuer to the Warrantholders

designating an optional termination date; and

Strike Price shall have the meaning specified in the applicable Final Terms; and

C.19 Description of

exercise price or

final reference

price of

underlying asset

in relation to

derivative

securities

The Settlement Price of each Warrant shall be

the Issuer’s weighted average execution price (as denominated in the Local Currency) upon the

Issuer’s disposal of the Shares or Units (as applicable) in relation to the Actual Exercise Date,

Exercise Date or the Expiration Date (as applicable) converted into the Settlement Currency at the

relevant exchange rate.

C.20 Description of

underlying asset

and where

information on

underlying asset

can be found

The Shares comprising the Basket have been issued by issuers of local ordinary shares listed on

the Tokyo Stock Exchange and information relating to it can be found at Bloomberg Financial

Markets Information Services.

C.21 Listing and

admission to

trading/ indication

of market where

securities will be

traded

Application is expected to be made by the Issuer (or on its behalf) for the Warrants to be admitted

to trading on the Irish Stock Exchange’s regulated market with effect from 16 December 2016.

Section D – Risks

D.2 Key risks

regarding the

Issuer and the

Guarantor

The following key risks affect the Guarantor and, indirectly, the Issuer:

Market Risk: The Guarantor's results of operations may be materially affected by market

fluctuations and by global and economic conditions and other factors. Holding large and

concentrated positions may expose the Guarantor to losses. These factors may result in losses for

a position or portfolio owned by the Guarantor.

Credit Risk: The Guarantor is exposed to the risk that third parties that are indebted to it will not

perform their obligations, as well as that a default by a large financial institution could adversely

affect financial markets. Such factors give rise to the risk of loss arising when a borrower,

counterparty or issuer does not meet its financial obligations to the Guarantor.

Operational Risk: The Guarantor is subject to the risk of loss, or of damage to its reputation,

resulting from inadequate or failed processes, people and systems or from external events (e.g.

fraud, theft, legal and compliance risks, cyber attacks or damage to physical assets). The

Guarantor may incur operational risk across the full scope of its business activities, including

revenue-generating activities (e.g. sales and trading) and support and control groups (e.g.

information technology and trade processing).

Liquidity and Funding Risk: Liquidity is essential to the Guarantor’s businesses and the Guarantor

relies on external sources to finance a significant portion of its operations. The Guarantor’s

borrowing costs and access to the debt capital markets depend significantly on its credit ratings.

The Guarantor is a holding company and depends on payments from its subsidiaries. Further, the

Guarantor’s liquidity and financial condition have in the past been, and in the future could be,

adversely affected by U.S. and international markets and economic conditions. As a result of the

foregoing, there is a risk that the Guarantor will be unable to finance its operations due to a loss of

access to the capital markets or difficulty in liquidating its assets; or be unable to meet its financial

obligations without experiencing significant business disruption or reputational damage that may

threaten its viability as a going concern.

Legal, Regulatory and Compliance Risk: The Guarantor is subject to the risk of legal or regulatory

sanctions, material financial loss including fines, penalties, judgments, damages and/or

settlements, or loss to reputation it may suffer as a result of its failure to comply with laws,

regulations, rules, related self-regulatory organisation standards and codes of conduct applicable

to its business activities. The Guarantor is also subject to contractual and commercial risk, such as

the risk that a counterparty's performance obligations will be unenforceable. Additionally, the

Guarantor is subject to anti-money laundering and terrorist financing rules and regulations.

Further, in today's environment of rapid and possibly transformational regulatory change, the

Guarantor also views regulatory change as a component of legal, regulatory and compliance risk.

Risk Management: The Guarantor's risk management strategies, models and processes may not be

fully effective in mitigating its risk exposures in all market environments or against all types of

risk.

Competitive Environment: The Guarantor faces strong competition from other financial services

firms, which could lead to pricing pressures that could materially adversely affect its revenue and

profitability. Further, automated trading markets may adversely affect the Guarantor's business

and may increase competition (for example by putting increased pressure on bid-offer spreads,

commissions, markups or comparable fees). Finally, the Guarantor's ability to retain and attract

qualified employees is critical to the success of its business and the failure to do so may materially

adversely affect its performance.

International Risk: The Guarantor is subject to numerous political, economic, legal, operational,

franchise and other risks as a result of its international operations (including risks of possible

nationalisation, expropriation, price controls, capital controls, exchange controls, increased taxes

and levies and other restrictive governmental actions, as well as the outbreak of hostilities or

political and governmental instability) which could adversely impact its businesses in many ways.

Acquisition Divestiture and Joint Venture Risk: The Guarantor may be unable to fully capture the

expected value from acquisitions, divestitures, joint ventures, minority stakes and strategic

alliances.

Risk Relating to the Exercise of Potential Resolution Measures Powers: The application of

regulatory requirements and strategies in the United States to facilitate the orderly resolution of

large financial institutions may pose a greater risk of loss for the holders of securities issued or

guaranteed by Morgan Stanley.

D.6 Key information

on the key risks

that are specific to

the Warrants

The Warrants are being issued with the intention that they will be purchased only by corporations,

partnerships and other entities or individuals having such knowledge and experience in financial

and business matters as to be capable of evaluating the merits and risks of an investment in the

Warrants, who are experienced in investing in derivative instruments and who are familiar with

secondary market trading in instruments such as the Warrants. Prospective investors should

conduct independent investigation and analysis regarding the Warrants and the other assets on

which the obligations of the Issuer and the Guarantor to which the value of the Warrants relate as

they deem appropriate.

The price of the Warrants may fall in value and investors may lose the value of their entire

investment if, among other reasons:

the value of the relevant underlying basis of reference does not move in the anticipated

direction;

the Issuer and the Guarantor are unable to pay any amounts due under the Warrants;

the price and/or value of the assets underlying the Warrants are influenced by the

political, financial and economic stability of the country and/or region in which it is

incorporated or has a place of business;

the Guarantor’s credit rating has fallen due to a perception of a fall in the Guarantor’s

creditworthiness; or

adjustments to the Warrants made by the Calculation Agent pursuant to the terms of the

Warrants.

An investment in Warrants linked to Shares is not directly an investment in the Shares.

Warrantholders will not have any rights in relation to the underlying assets nor will it have any

recourse to the relevant issuer of the underlying Shares. Neither the Issuer nor the Guarantor has

an ability to control or predict any actions of the issuer of the underlying Shares

The Issuer may limit the number of Warrants that are exercisable on any date (other than the final

exercise date).

The Issuer shall have a right, upon giving sufficient written notice, to terminate all the Warrants

in the relevant series prior to the Expiration Date. Any payment a Warrantholder is entitled to

receive following such a termination may be less than what they could have received had the

Warrants been held to the Exercise Date or Expiration Date (as the case may be).

The terms of the Warrants may be amended or the Warrants may be terminated or suspended, in

each case by the Issuer if an Additional Disruption Event has occurred.

Section E – Offer

E.2b Reason for the

offer and use of

proceeds

The net proceeds of the issue of the Warrants will be used by the relevant Issuer for its general

business purposes, including the making of profits and the hedging of certain risks.

E.3 Terms and

Conditions of the

Offer

The Warrants will be offered to investors by the Dealer at an issue price of JPY 1,162.0600 per

Warrant. The minimum number of Warrants that an investor may purchase is 1.

E.4 Interests of

natural and legal

persons involved

in the issue of the

Warrants

So far as the Issuer is aware, no person involved in the offer of the Warrants has an interest

material to the offer.

E.7 Estimated

expenses charged

to the investor by

the Issuer

The Warrants are offered to the investors by the Dealer and the estimated expenses are zero in

respect of all the Warrants being issued.

22(5)E.3

22(12)E.3

22(5)E.4

22(12)E.4

22(4)E.7

22(12)E.7

22(9)E.7