PART A - CONTRACTUAL TERMS

Final Terms dated 23 March 2020

                            MORGAN STANLEY & CO. INTERNATIONAL plc

                                                    As issuer

                           (incorporated with limited liability in England and Wales)

                                         Issue of SEK Turbo Securities

               under the Exchange Traded Program for the Issuance of Warrants and Certificates

                                    PART A – CONTRACTUAL TERMS

This document constitutes the Final Terms relating to the issue of Securities described herein. Terms used herein
shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Securities set forth in
the Base Prospectus dated 5 July 2019, which constitutes a base prospectus (the "Base Prospectus") for the
purposes of Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive"). This document
constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus
Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer
of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus.
However, a summary of the Issue is annexed to these Final Terms. Copies of the Base Prospectus are available
from the offices of Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London, E14 4QA
and on the website of the Issuer at www.morganstanley.com/etp/client/#/article/base_prospectus-en and of the
Luxembourg Stock Exchange at www.bourse.lu and copies of these Final Terms are available on the website of
the Luxembourg Stock Exchange at www.bourse.lu and the Issuer at www.morganstanley.com/etp.

The Base Prospectus under which the Securities specified in these Final Terms are issued expires on 4 July 2020
or, if earlier, the publication of a new base prospectus (the "New Base Prospectus") in relation to the Issuer’s
Exchange Traded Program for the Issuance of Warrants and Certificates (the "Expiry Date of the Base
Prospectus"). Notwithstanding the above, the Securities specified in these Final Terms shall continue to be subject
to the Terms and Conditions contained in the Base Prospectus. From the Expiry Date of the Base Prospectus,
these Final Terms must be read in conjunction with the New Base Prospectus. The New Base Prospectus will be
available        not    later     than    the     Expiry      Date     of     the     Base      Prospectus       at
www.morganstanley.com/etp/client/#/article/base_prospectus-en.




                                                        1
Table of Terms

    ISIN         Number of              Short Name        Issue Price per       Current Financing     Current Financing   Financing Level   Ratio   Current Stop Loss
               Securities in the                             Security           Level on the Strike     Spread on the        Currency               Level on the Strike
                   Series                                                              Date              Strike Date                                       Date

GB00BKZZSL60      1,500,000         TURBO S DJIA AVA 73     SEK 14.18                 20,500                 1%                USD          1,000         20,500


GB00BKZZSM77      1,000,000        TURBO S SP50 AVA 136     SEK 18.57                 2,475                  1%                USD          100           2,475


GB00BKZZSN84      1,500,000        TURBO S SP50 AVA 137     SEK 15.96                 2,450                  1%                USD          100           2,450


GB00BKZZSP09      1,700,000        TURBO S SP50 AVA 138     SEK 13.36                 2,425                  1%                USD          100           2,425


GB00BKZZSQ16       450,000         TURBO S NASDQ AVA 94     SEK 55.26                 7,500                  1%                USD          100           7,500


GB00BKZZSR23       550,000         TURBO S NASDQ AVA 95     SEK 44.84                 7,400                  1%                USD          100           7,400




                                                                            2
ISIN                     Index                    Relevant    Bloomberg Code        Index Sponsor               Exchange(s)          Dividend Amount
                  (the "Relevant Underlying")        Underlying
                                                     Currency
                                                                                                                                           Applicable:
GB00BKZZSL60   Dow Jones Industrial Average® Index     USD          INDU Index     S&P Dow Jones Indices LLC   New York Stock Exchange
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSM77            S&P 500® Index                 USD          SPX Index      S&P Dow Jones Indices LLC          NASDAQ
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSN84            S&P 500® Index                 USD          SPX Index      S&P Dow Jones Indices LLC          NASDAQ
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSP09            S&P 500® Index                 USD          SPX Index      S&P Dow Jones Indices LLC          NASDAQ
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSQ16           Nasdaq-100® Index               USD          NDX Index               Nasdaq                     Nasdaq
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSR23           Nasdaq-100® Index               USD          NDX Index               Nasdaq                     Nasdaq
                                                                                                                                          Gross Dividend




                                                                       3
GENERAL

1.    Settlement Currency:                        Swedish Krona ("SEK")

2.    Number of Securities in the Series:         As specified in the Table of Terms above in respect of the
                                                  Securities with the relevant ISIN

3.    Issue Price per Security:                   As specified in the Table of Terms above in respect of the
                                                  Securities with the relevant ISIN

4.    Strike Date:                                23 March 2020

5.    Issue Date:                                 24 March 2020

6.    Settlement Date:                            (i) The day falling not later than the tenth Business Day
                                                  following the Exercise Valuation Date or the Termination
                                                  Valuation Date, as applicable, and (ii) if a Stop Loss Event
                                                  has occurred on any day, such day

7.    Minimum Transfer Amount:                    One Security
      (General Condition 4.3)

8.    Form of Securities:                         Swedish Securities (dematerialised)

9.    Type of Securities:                         Index Turbo Short Securities

10.   Applicable Additional       Terms     and   Section 4 (Additional Terms and Conditions for Turbo
      Conditions:                                 Securities) is applicable

11.   Additional Business Centre:                 London and Stockholm

ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO THE SECURITIES

12.   Exercise by Securityholder (General
      Condition 8 and paragraph 1(a) of
      Section 4 of the Additional Conditions):

      (i)     Exercise Date:                      As defined in Paragraph 3 of Section 4 of the Additional
                                                  Conditions

      (ii)    Latest Exercise Time:               As defined in the General Condition 2.1

      (iii)   Minimum Exercise Amount             Not Applicable
              (General Condition 8.15):

      (iv)    Permitted Multiple (General         Not Applicable
              Condition 8.15):

13.   Issuer Call Option (Paragraph 1(b) of
      Section 4 of the Additional Conditions):

      (i)     Issuer     Call   Commencement      The Business Day following the Issue Date
              Date:

14.   Current Financing Level on the Strike       As specified in the Table of Terms above in respect of the
      Date:                                       Securities with the relevant ISIN

15.   Current Financing Spread on the Strike      As specified in the Table of Terms above in respect of the
      Date:                                       Securities with the relevant ISIN

16.   Financing Level Currency:                   As specified in the Table of Terms above in respect of the
                                                  Securities with the relevant ISIN




                                                    4
17.   Relevant Underlying Currency:               As specified in the Table of Terms above in respect of the
                                                  Securities with the relevant ISIN

18.   Exchange Rate:                              Means the rate of exchange between the Financing Level
                                                  Currency and the Settlement Currency quoted on the
                                                  Exchange Rate Price Source on any day at the relevant time

19.   Exchange Rate Price Source:                 For the purposes of the Exercise Settlement Amount or the
                                                  Optional Settlement Amount: WM Company or, where such
                                                  price source does not support the Exchange Rate, the Reuters
                                                  page of the Exchange Rate or any other source as determined
                                                  by the Determination Agent to be appropriate, acting in good
                                                  faith and in a commercially reasonable manner

20.   Underlying Exchange Rate:                   Not Applicable

21.   Underlying    Exchange     Rate     Price   Not Applicable
      Source:

22.   Exercise Valuation Date:                    As defined in Paragraph 3 of Section 4 of the Additional
                                                  Conditions

23.   Dividend Amount:                            As specified in the Table of Terms above in respect of the
                                                  Securities with the relevant ISIN

24.   Securities Exchange:                        Nasdaq First North Stockholm of Nasdaq Stockholm AB

25.   Minimum Financing Spread:                   0%

26.   Maximum Financing Spread:                   5%

27.   Ratio:                                      As specified in the Table of Terms above in respect of the
                                                  Securities with the relevant ISIN

28.   Current Stop Loss Level on the Strike       As specified in the Table of Terms above in respect of the
      Date:                                       Securities with the relevant ISIN

29.   Current Stop Loss Buffer Rate on the        Not Applicable
      Strike Date:

30.   Minimum Stop Loss Buffer Rate:              Not Applicable

31.   Maximum Stop Loss Buffer Rate:              Not Applicable

32.   Stop Loss Rounding Convention:              Not Applicable

33.   Stop Loss      Termination    Valuation     Not Applicable
      Period:

34.   Certificate Fee:                            Not Applicable

35.   Minimum Certificate Fee:                    Not Applicable

36.   Maximum Certificate Fee:                    Not Applicable

37.   Current Ratio on the Strike Date:           Not Applicable

38.   Target Leverage Factor:                     Not Applicable

39.   Reset Event Level on the Strike Date:       Not Applicable

40.   Reset Event Buffer:                         Not Applicable




                                                    5
41.   Reset Event Rounding Convention:           Not Applicable

42.   Screen Page:                               Not Applicable

43.   Equity-Linked Securities Provisions:
      (General Condition 11)

(A)   Share-Linked Securities:                   Not Applicable
      (General Condition 11)

(B)   Index-Linked Securities:                   Applicable
      (General Condition 11)

      (i)      Index:                            As specified in the Table of Terms above in respect of the
                                                 Securities with the relevant ISIN

      (ii)     Exchange(s):                      As specified in the Table of Terms above in respect of the
                                                 Securities with the relevant ISIN

      (iii)    Related Exchange(s):              All Exchanges

      (iv)     Determination Time:               As specified in General Condition 11.8

      (v)      Benchmark Trigger Provisions:     Applicable

      (vi)     Alternative       Prenominated    None
               Index:

      (vii)    Additional Disruption Event(s):   Change in Law, Hedging Disruption and Increased Cost of
                                                 Hedging shall apply

      (viii)   Correction Cut-Off Time:          Within one Settlement Cycle after the original publication and
               (General Condition 11.2(c))       prior to the relevant Settlement Date

      (ix)     Relevant Underlying Value:        As defined in General Condition 2.1

44.   Commodity-Linked Securities:               Not Applicable
      (General Condition 12)

45.   Currency-Linked Securities:                Not Applicable
      (General Condition 13)

46.   Bond     Futures        Contract-Linked    Not Applicable
      Securities:
      (General Condition 14)

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

47.   Clearing System:                           Euroclear Sweden

48.   Inconvertibility Event       Provisions:   Not Applicable
      (General Condition 28)

49.   Taxation:

      (i)      General Condition 18.4:           Implementation of Financial Transaction Tax Event is
                                                 Applicable




                                                   6
(ii)     Potential    Section   871(m)   The Issuer believes the Securities should not be subject to
                   transaction:                    withholding under Section 871(m) of the Code.

 DISTRIBUTION

 50.      Total commission and concession:         There are no estimated expenses charged to the investor by
                                                   the Issuer or the Distribution Agent in addition to the purchase
                                                   price for the Securities. However, fees or commissions might
                                                   be charged by the investor’s intermediary for the transmission
                                                   and/or execution of any order to purchase or sell the Securities
                                                   on the Securities Exchange as received from the investor.
                                                   Information about any such fee or commission is available
                                                   from the investor’s intermediary

 51.      Prohibition of Sales to EEA Retail       Not Applicable
          Investors:



Signed on behalf of the Issuer:




By:

Duly authorised




                                                     7
PART B – OTHER INFORMATION

1.   LISTING AND ADMISSION TO TRADING

     Listing and admission to Trading:                   Application will be made by the Issuer or any of its
                                                         Affiliates for the Securities to be listed on and admitted
                                                         to trading on Nasdaq First North Stockholm of Nasdaq
                                                         Stockholm AB with effect from the Issue Date.

                                                         No assurances can be given that such application for
                                                         listing and/or admission to trading will be granted (or,
                                                         if granted, will be granted by the Issue Date). Neither
                                                         the Issuer nor its Affiliates has any duty to maintain the
                                                         listing (if any) of the Securities on the relevant stock
                                                         exchange(s) over their entire lifetime.

2.   INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER

     A description of the conflicts of interest material to the issue is included in the section of the Base
     Prospectus entitled “Risk Factors relating to conflicts of interest”.

     In connection with the issuance and offer of the Securities, the Issuer will make use of the marketing and
     customer-support services of Avanza Bank (“Avanza”). As consideration for the provision of such
     services, the Issuer will pay Avanza a monthly fee equal to SEK 5,000.

     In addition, the Issuer has entered into a partnership agreement with Avanza under the terms of which
     Avanza will make the Securities available on Avanza’s online trading platform for Avanza’s clients. As a
     consideration for this activity, the Issuer will pay Avanza a commission of up to 5 per cent. of the Current
     Financing Level of the Securities, accrued on a monthly basis and calculated on the basis of the total
     volume of Securities traded by Avanza’s clients on Avanza’s trading platform. Further information is
     available to Avanza’s clients directly from Avanza.

3.   REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

     Information not required to be disclosed.

4.   PERFORMANCE OF UNDERLYING / EXPLANATION OF EFFECT ON VALUE OF
     INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING
     THE UNDERLYING

     The Settlement Amount payable on the Securities is dependent on the value or performance of the Relevant
     Underlying.

     If the value of the Relevant Underlying falls, the value of the Securities will rise, taking into account any
     applicable foreign exchange rate and subject to the degree of leverage. However, if the value of the
     Relevant Underlying rises, the value of the Securities will fall.

     The market price or value of the Securities at any time is expected to be affected by changes in the value
     of the Relevant Underlying to which the Securities are linked.

     The market price or value of the Securities could, in certain circumstances, be affected by fluctuations in
     the actual or anticipated rates of dividend (if any) or any other distributions on the Relevant Underlying.

     Information about the past and the further performance of the Relevant Underlying and its volatility can
     be obtained from the web pages of the Issuer or Sponsor of the Relevant Underlying, as applicable, and
     Bloomberg and Reuters pages under their relevant ticker, as specified in the Table of Terms above in
     respect of the Securities with the relevant ISIN.

     The Issuer does not intend to provide post-issuance information, except if required by any applicable laws
     and regulations.

5.   OPERATIONAL INFORMATION



                                                     8
ISIN:                                              As specified in the Table of Terms above in respect of
                                                        the Securities with the relevant ISIN

     Common Code:                                       Not Applicable

     Short Name:                                        As specified in the Table of Terms above in respect of
                                                        the Securities with the relevant ISIN

     Any clearing system(s) other than Euroclear        Euroclear Sweden
     Bank S.A./N.V. and Clearstream Banking
     société anonyme and the relevant identification
     number(s):

     Delivery:                                          Delivery free of payment

     Names and addresses of Principal Securities        Not Applicable
     Agent:

     Names and addresses of Securities Transfer         Not Applicable
     Agent:

     Names and addresses of Securities Registrar:       Not Applicable

     Names and addresses of initial Agent(s):           Skandinaviska       Enskilda         Banken         AB
                                                        Kungstradgardsgatan                                  8
                                                        SE-106 40 Stockholm

     Names and addresses of additional Agent(s) (if     Not Applicable
     any):

6.   TERMS AND CONDITIONS OF THE OFFER

     Offer Amount:                                      As specified in the column entitled "Number of
                                                        Securities in the Series" in the Table of Terms above in
                                                        respect of the Securities with the relevant ISIN

     Offer Price:                                       The Securities will be offered on the Securities
                                                        Exchange at the price that is the official price quoted
                                                        on the Securities Exchange

     Offer Period:                                      Not Applicable

     Offer Jurisdiction:                                The Securities are being publicly offered in Sweden

     Conditions to which the offer is subject:          The Issuer will have the sole right to accept offers to
                                                        purchase Securities and may reject any offer in whole
                                                        or in part. The Issuer may, in its discretion, early
                                                        terminate, cancel or extend the offer. If the offer is
                                                        cancelled by the Issuer, any subscription order received
                                                        within the Offer Period will be deemed to be rejected.
                                                        Offers of the Securities are also conditional upon their
                                                        issue

     Description of the application process:            In order to purchase the Securities, potential investors
                                                        must have a brokerage account with an intermediary
                                                        that is a direct or indirect member of the Securities
                                                        Exchange

     Details of the minimum and/or maximum              The minimum amount is 1 Security
     amount of application:




                                                    9
Details of the method and time limited for           Not Applicable
     paying up and delivering the Securities:

     Manner in and date on which results of the offer     Not Applicable
     are to be made public:

     Process for notification to applicants of the        Not Applicable
     amount allotted and the indication whether
     dealing may begin before notification is made:

     Estimated Expenses charged to the investor by        There are no estimated expenses charged to the
     the Issuer or the offeror:                           investor by the Issuer or the Distribution Agent in
                                                          addition to the purchase price for the Securities.
                                                          However, fees or commissions might be charged by the
                                                          investor’s intermediary for the transmission and/or
                                                          execution of any order to purchase or sell the Securities
                                                          on the Securities Exchange as received from the
                                                          investor. Information about any such fee or
                                                          commission is available from the investor’s
                                                          intermediary

7.   ADDITIONAL INFORMATION

     Example(s) of complex derivatives as referred to     Not Applicable
     in recital 18 of Commission Regulation (EC)
     809/2004 (the "Prospectus Regulation"):

     Additional provisions, not required by the           See index disclaimer in the Annex below
     relevant Securities Note, relating to the Relevant
     Underlying:

8.   BENCHMARK REGULATION

     The Index is provided by the Index Sponsor. As at the date hereof, the Index Sponsor does not appear in
     the register of administrators and benchmarks established and maintained by ESMA pursuant to Article
     36 of the Benchmark Regulation. As far as the Issuer is aware, the transitional provisions in Article 51 of
     the Benchmark Regulation apply, such that the Index Sponsor is not currently required to obtain
     authorisation/registration (or, if located outside the European Union, recognition, endorsement or
     equivalence).




                                                     10
ANNEX

                       STATEMENT CONCERNING THE UNDERLYING INDEX

Index Disclaimer(s)

Dow Jones Industrial Average® Index

The "Dow Jones Industrial Average Index" is a product of S&P Dow Jones Indices LLC, a division of S&P Global,
or its affiliates (“SPDJI”), and has been licensed for use by Morgan Stanley & Co. International plc. Standard &
Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P
Global (“S&P”); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”)
and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Morgan Stanley
& Co. International plc. It is not possible to invest directly in an index. Securities are not sponsored, endorsed,
sold or promoted by SPDJI, Dow Jones, S&P, or any of their respective affiliates (collectively, “S&P Dow Jones
Indices”). S&P Dow Jones Indices do not make any representation or warranty, express or implied, to the owners
of the Securities or any member of the public regarding the advisability of investing in securities generally or in
Securities particularly or the ability of the Dow Jones Industrial Average Index to track general market
performance. Past performance of an index is not an indication or guarantee of future results. S&P Dow Jones
Indices only relationship to Morgan Stanley & Co. International plc with respect to the Dow Jones Industrial
Average Index is the licensing of the Index and certain trademarks, service marks and/or trade names of S&P
Dow Jones Indices and/or its licensors. The Dow Jones Industrial Average Index is determined, composed and
calculated by S&P Dow Jones Indices without regard to Morgan Stanley & Co. International plc or the Securities.

S&P Dow Jones Indices have no obligation to take the needs of Morgan Stanley & Co. International plc or the
owners of Securities into consideration in determining, composing or calculating the Dow Jones Industrial
Average Index. S&P Dow Jones Indices are not responsible for and have not participated in the determination of
the prices, and amount of Securities or the timing of the issuance or sale of Securities or in the determination or
calculation of the equation by which Securities is to be converted into cash, surrendered or redeemed, as the case
may be. S&P Dow Jones Indices have no obligation or liability in connection with the administration, marketing
or trading of Securities. There is no assurance that investment products based on the Dow Jones Industrial Average
Index will accurately track index performance or provide positive investment returns. S&P Dow Jones Indices
LLC is not an investment or tax advisor. A tax advisor should be consulted to evaluate the impact of any tax-
exempt securities on portfolios and the tax consequences of making any particular investment decision. Inclusion
of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold such
security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS
AND/OR THE COMPLETENESS OF THE DOW JONES INDUSTRIAL AVERAGE INDEX OR ANY DATA
RELATED THERETO OR ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR
WRITTEN COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT
THERETO. S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY
FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO
EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO
BE OBTAINED BY MORGAN STANLEY & CO. INTERNATIONAL PLC, OWNERS OF THE SECURITIES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE DOW JONES INDUSTRIAL AVERAGE
INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY
INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT
NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY
HAVE BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT,
STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND MORGAN
STANLEY & CO. INTERNATIONAL PLC, OTHER THAN THE LICENSORS OF S&P DOW JONES
INDICES.



S&P 500® Index




                                                        11
The "S&P 500® Index" is a product of S&P Dow Jones Indices LLC, a division of S&P Global, or its affiliates
(“SPDJI”), and has been licensed for use by Morgan Stanley & Co. International plc. Standard & Poor’s ® and
S&P® are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P Global (“S&P”);
Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”) and these
trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Morgan Stanley & Co.
International plc. It is not possible to invest directly in an index. Securities are not sponsored, endorsed, sold or
promoted by SPDJI, Dow Jones, S&P, or any of their respective affiliates (collectively, “S&P Dow Jones
Indices”). S&P Dow Jones Indices do not make any representation or warranty, express or implied, to the owners
of the Securities or any member of the public regarding the advisability of investing in securities generally or in
Securities particularly or the ability of the S&P 500® Index to track general market performance. Past performance
of an index is not an indication or guarantee of future results. S&P Dow Jones Indices only relationship to Morgan
Stanley & Co. International plc with respect to the S&P 500 ® Index is the licensing of the Index and certain
trademarks, service marks and/or trade names of S&P Dow Jones Indices and/or its licensors. The S&P 500®
Index is determined, composed and calculated by S&P Dow Jones Indices without regard to Morgan Stanley &
Co. International plcor the Securities. S&P Dow Jones Indices have no obligation to take the needs of Morgan
Stanley & Co. International plcor the owners of Securities into consideration in determining, composing or
calculating the S&P 500® Index. S&P Dow Jones Indices are not responsible for and have not participated in the
determination of the prices, and amount of Securities or the timing of the issuance or sale of Securities or in the
determination or calculation of the equation by which Securities is to be converted into cash, surrendered or
redeemed, as the case may be. S&P Dow Jones Indices have no obligation or liability in connection with the
administration, marketing or trading of Securities. There is no assurance that investment products based on the
S&P 500® Index will accurately track index performance or provide positive investment returns. S&P Dow Jones
Indices LLC is not an investment or tax advisor. A tax advisor should be consulted to evaluate the impact of any
tax-exempt securities on portfolios and the tax consequences of making any particular investment decision.
Inclusion of a security within an index is not a recommendation by S&P Dow Jones Indices to buy, sell, or hold
such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS
AND/OR THE COMPLETENESS OF THE S&P 500® INDEX OR ANY DATA RELATED THERETO OR
ANY COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN
COMMUNICATION (INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO.
S&P DOW JONES INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY
ERRORS, OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKES NO EXPRESS OR
IMPLIED    WARRANTIES,   AND   EXPRESSLY    DISCLAIMS    ALL    WARRANTIES,    OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO
BE OBTAINED BY MORGAN STANLEY & CO. INTERNATIONAL PLC, OWNERS OF THE SECURITIES,
OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE S&P 500 ® INDEX OR WITH RESPECT
TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT
WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO,
LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN
ADVISED OF THE POSSIBLITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT
LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES AND MORGAN
STANLEY & CO. INTERNATIONAL PLC, OTHER THAN THE LICENSORS OF S&P DOW JONES
INDICES.



Nasdaq-100® Index

The Securities is not sponsored, endorsed, sold, or promoted by The Nasdaq Stock Market, Inc, (including its
affiliates)(Nasdaq, with its affiliates, are referred to as the Corporations). The Corporations have not passed on
the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to, the Securities.
The Corporations make no representation or warranty, express or implied to the owners of the Securities or any
member of the public regarding the advisability of investing in securities generally or in the Securities particularly,
or the ability of the Nasdaq-100 Index® to track the general stock market performance. The Corporations’ only
relationship to Morgan Stanley Dean Witter (Licensee) is in the licensing of the Nasdaq-100®, Nasdaq-100 Index®,
and Nasdaq® trademarks or service marks, and certain trade names of the Corporations and the use of the Nasdaq-
100 Index® which is determined, composed and calculated by Nasdaq without regard to Licensee or the Securities.
Nasdaq has no obligation to take the needs of the Licensee or the owners of the Securities into consideration in


                                                          12
determining, composing or calculating the Nasdaq-100 Index®. The Corporations are not responsible for and has
not participated in the determination of the timing of, prices at, or quantities of the Product(s) to be issued or in
the determination or calculation of the equation by which the Securities are to be converted into cash. The
Corporations have no liability in connection with the administration, marketing or trading of the Securities.

THE CORPORATIONS DO NOT GUARANTEE THE ACCURACY AND/OR UNINTERRUPTED
CALCULATION OF THE NASDAQ-100 INDEX® OR ANY DATA INCLUDED THEREIN. THE
CORPORATIONS MAKE NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED
BY LICENSEE, OWNERS OF THE PRODUCT(S), OR ANY OTHER PERSON OR ENTITY FROM THE USE
OF THE NASDAQ-100 INDEX® OR ANY DATA INCLUDED THEREIN. THE CORPORATIONS MAKE
NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSSLY DISCLAIM ALL WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE
NASDAQ-100 INDEX® OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT SHALL THE CORPORATIONS HAVE ANY LIABILITY FOR ANY LOST
PROFITS OR SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN
IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES.




                                                         13
SUMMARY



Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A
– E (A.1 – E.7).
This Summary contains all the Elements required to be included in a Summary for this type of securities and issuer.
Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of securities and issuer, it
is possible that no relevant information can be given regarding the Element. In this case a short description of the
Element is included in the Summary with the mention of "Not Applicable".


                                         Section A – Introduction and warnings


A.1       Introduction and               This summary should be read as an introduction to the Base Prospectus. Any
          warnings:                      decision to invest in the Securities should be based on consideration of this
                                         Base Prospectus as a whole by the investor. 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 the Member States,
                                         have to bear the costs of translating this 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 this Base Prospectus or it does not provide, when read
                                         together with the other parts of this Base Prospectus, key information in order
                                         to aid investors when considering whether to invest in such Securities.


A.2       Consent:                       Not applicable; the Issuer does not consent to the use of the Base Prospectus
                                         in connection with an offer of Securities which is not made within an
                                         exemption to publish a prospectus under the Prospectus Directive (Directive
                                         2003/71/EC, as amended or superseded) (a "Non-exempt Offer") by any
                                         financial intermediary or other person.


                                         Section B – the Issuer


B.1       Legal name and                 Morgan Stanley & Co. International plc ("MSI plc").
          commercial name of the
          Issuer:


B.2       Domicile and legal form        MSI plc was incorporated as a company limited by shares under the
          of the Issuer, the             Companies Act 1985 and operates under the Companies Act 2006 in England
          legislation under which        and Wales. MSI plc was re-registered as a public limited company. MSI plc
          the Issuer operates and        has its registered office in London, United Kingdom ("UK").
          its country of
          incorporation:


B.4b      Trends:                        The business of Morgan Stanley, the ultimate holding company of MSI plc,
                                         have in the past have been, and in the future may continue to be, materially
                                         affected by many factors, including; 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;




                                                         14
the level of individual investor participation in the global markets as well as
                                  the level of client assets; the flow of investment capital into or from assets
                                  under management or supervision; the level and volatility of equity, fixed
                                  income and commodity prices, interest rates, inflation and currency values
                                  and other market indices; the availability and cost of both credit and capital
                                  as well as the credit ratings assigned to Morgan Stanley’s unsecured short-
                                  term and long-term debt; technological changes instituted by Morgan
                                  Stanley, its competitors or counterparties and technological risks, business
                                  continuity and related operational risks, including breaches or other
                                  disruptions of its or a third party’s (or third parties thereof) operations or
                                  systems; risk associated with cybersecurity threats, including data protection
                                  and cybersecurity risk management; Morgan Stanley’s ability to manage
                                  effectively its capital and liquidity, including approval of Morgan Stanley’s
                                  capital plans by its banking regulators; the impact of current, pending and
                                  future legislation (including with respect to the Dodd-Frank Wall Street
                                  Reform and Consumer Protection Act (the "Dodd-Frank Act")) or changes
                                  thereto, regulation (including capital, leverage, funding, liquidity and
                                  recovery and resolution requirements and its ability to address such
                                  requirements), policies including fiscal and monetary policies established by
                                  central banks and financial regulators; changes to global trade policies and
                                  tariffs, government debt ceilings and funding, reforms of LIBOR, EURIBOR
                                  and other indices, and other legal and regulatory actions in the United States
                                  of America (the "US") and worldwide; changes in tax laws and regulations
                                  globally, including the interpretation and application of the Tax Act; the
                                  effectiveness of Morgan Stanley’s risk management processes; Morgan
                                  Stanley’s ability to effectively respond to an economic downturn, or other
                                  market disruptions; the effect of economic and political conditions and
                                  geopolitical events, including, for example, the U.K.’s anticipated
                                  withdrawal from the European Union (the "EU") and a government
                                  shutdown in the US; the actions and initiatives of current and potential
                                  competitors as well as governments, central banks, regulators and self-
                                  regulatory organisations; Morgan Stanley’s ability to provide innovative
                                  products and services and execute its strategic objectives; sovereign risk; the
                                  performance and results of Morgan Stanley’s acquisitions, divestitures, joint
                                  ventures, strategic alliances or other strategic arrangements; investor,
                                  consumer and business sentiment and confidence in the financial markets;
                                  Morgan Stanley’s reputation and the general perception of the financial
                                  services industry; natural disasters, pandemics and acts of war or terrorism;
                                  or a combination of these or other factors. In addition, legislative, legal and
                                  regulatory developments related to its businesses are likely to increase costs,
                                  thereby affecting results of operations.


B.5    The group and the          MSI plc forms part of a group of companies including MSI plc and all of its
       Issuer’s position within   subsidiary and associated undertakings ("MSI plc Group"). MSI plc’s
       the group:                 ultimate UK parent undertaking is Morgan Stanley International Limited and
                                  MSI plc’s ultimate parent undertaking and controlling entity is Morgan
                                  Stanley.


B.9    Profit forecast:           Not Applicable. MSI plc does not provide profit forecasts.


B.10   Audit report               Not Applicable. There are no qualifications in the auditor’s reports on the
       qualifications:            financial statements of MSI plc for the years ended 31 December 2017 and
                                  31 December 2018.




                                                  15
B.12   Selected historical key     Selected key financial information relating to MSI plc:
       financial information:
                                   Consolidated
                                                                                                      Six months ended
                                   Statement of Financial
                                                              31 Dec 2017     31 Dec 2018               30 June 2019
                                   Position
                                                                                                         (unaudited)
                                   (in U.S. $ millions)
                                   Total assets                 461,362            446,199                488,610

                                   Total liabilities and
                                                                461,362            446,199                488,610
                                   equity



                                                                                         Six months ended 30 June
                                                                                               (unaudited)
                                   Consolidated Income
                                                               31 Dec       31 Dec
                                   Statement
                                                                2017         2018
                                   (in U.S. $ millions)
                                                                                                2018
                                                                                                               2019
                                                                                             (restated)

                                   Net trading income          4,934        4,825              2,945          3,000

                                   Profit (loss) before tax    1,278        1,056               970            490

                                   Profit (loss) for the
                                                                864          697                684            361
                                   year/period



       Material adverse change     There has been no material adverse change in the prospects of MSI plc since
       in the prospects of the     31 December 2018, the date of the latest published annual audited accounts
       Issuer:                     of MSI plc.


       Significant change in the   Not applicable. There has been no significant change in the financial or
       financial or trading        trading position of MSI plc since 30 June 2019, the date of the latest
       position:                   published interim (unaudited) financial statements on MSI plc.


B.13   Recent events materially    Not Applicable. MSI plc considers that no event particular to itself and which
       relevant to evaluation of   is to a material extent relevant to the evaluation of its solvency has taken
       solvency of the Issuer:     place since the publication of its last annual financial statements.


B.14   Dependence upon other       See Element B.5 for the group and the Issuer’s position within the group.
       entities within the
       group:                      MSI plc’s ultimate parent undertaking and controlling entity is Morgan
                                   Stanley. There are substantial inter-relationships between MSI plc and
                                   Morgan Stanley as well as other companies in the group comprising Morgan
                                   Stanley and its consolidated subsidiaries (the "Morgan Stanley Group"),
                                   including the provision of funding, capital, services and logistical support to
                                   or by MSI plc, as well as common or shared business or operational platforms
                                   or systems, including employees.




                                                      16
B.15   The Issuer’s principal    The principal activity of the MSI plc Group is the provision of financial
       activities:               services to corporations, governments and financial institutions. MSI plc
                                 operates globally. It operates branches in the Dubai International Financial
                                 Centre, South Korea, the Netherlands, Poland, the Qatar Financial Centre and
                                 Switzerland.


B.16   Controlling persons:      MSI plc is wholly and directly owned by Morgan Stanley Investments (UK)
                                 and is ultimately controlled by Morgan Stanley.


                                 Section C – The Securities


C.1    Type and class of the     The Securities are Warrants.
       Securities and ISIN
       number:                   The Securities are Index Turbo Short Securities.

                                 ISIN: As specified in the Table of Terms in respect of the Securities with the
                                 relevant ISIN.


C.2    Currency of Issue:        SEK (the "Settlement Currency").


C.5    Restrictions on free      The Securities cannot be offered or sold in the U.S. or to U.S. Persons, nor
       transferability:          held in the U.S. or by U.S. Persons at any time. The Securities may not be
                                 acquired or held by, or acquired with the assets of, any employee benefit plan
                                 subject to Title I of the United States Employee Retirement Income Security
                                 Act of 1974, as amended ("ERISA"), any individual retirement account or
                                 plan subject to Section 4975 of the United States Internal Revenue Code of
                                 1986, or any entity whose underlying assets include "plan assets" within the
                                 meaning of Section 3(42) of ERISA by reason of any such employee benefit
                                 plan’s account’s or plan’s investment therein.

                                 THE SECURITIES 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 SECURITIES 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 DEFINED IN REGULATION S
                                 UNDER THE SECURITIES ACT).


C.8    Rights attached to the    Rights attached to the Securities:
       Securities, Ranking and
       Limitations to those      Settlement: The Securities do not have a fixed maturity or expiration date,
       Rights:                   and may be terminated in one of the following ways:

                                     (a) Exercise by securityholder: upon due exercise by a securityholder
                                         on the specified Exercise Date;
                                     (b) Issuer Call Option: if the Issuer elects to terminate the Securities,
                                         in whole but not in part, by giving notice to the securityholders at
                                         any time from, and including, the Issuer Call Commencement Date;
                                         or
                                     (c) Stop Loss Event: if a Stop Loss Event has occurred.




                                                17
Each Security, upon an exercise by securityholder or upon termination
pursuant to an Issuer Call Option, as the case may be, entitles its holder to
receive the relevant Settlement Amount (which may be zero) from the Issuer
on the Settlement Date. However, if the Securities terminate following the
occurrence of a Stop Loss Event, no amount will be payable in respect of the
Securities and the relevant Settlement Amount will be zero. See Element
C.18 below.

Governing Law: The Securities will be governed by and construed in
accordance with English law.

Events of Default: If an Event of Default occurs, the Securities may be
declared immediately due and payable prior to their Settlement Date at the
Early Settlement Amount if the securityholders of not less than 25% in
aggregate number of the Securities give written notice to the Issuer declaring
the Securities to be immediately due and payable.

The Events of Default applicable to the Securities are as follows:

    (a) non-payment by the Issuer of any amount (within 7 days of the due
        date) in respect of the Securities;
    (b) except for reason of insolvency, default in the performance or
        observance by the Issuer in respect of any of its other (non-payment)
        obligations under or in respect of the Securities and such default
        remains unremedied for 60 days (after written notice has been
        delivered to the Issuer by securityholders of not less than 25% in
        aggregate number of the Securities of the relevant series); and
    (c) the Issuer becomes insolvent or is unable to pay its debts as they fall
        due, or an administrator or liquidator is appointed in respect of the
        Issuer or the whole or a substantial part of its undertaking, assets
        and revenues (otherwise than for the purposes of or pursuant to an
        amalgamation, reorganisation or restructuring whilst solvent), or
        the Issuer takes any action for a composition with or for the benefit
        of its creditors generally, or an order is made or an effective
        resolution is passed for the winding up, liquidation or dissolution of
        the Issuer (otherwise than for the purposes of or pursuant to an
        amalgamation, reorganisation or restructuring whilst solvent).
Where "Early Settlement Amount" means, an amount determined by the
Determination Agent as at such date as is selected by the Determination
Agent in its discretion (such day being more than 15 business days before the
date fixed for settlement of the Securities) to be the amount that a qualified
financial institution (being a financial institution located in the United States,
the EU or Japan which satisfies certain minimum credit rating thresholds as
selected by the Determination Agent) would charge to assume all of the
Issuer’s payment and other obligations as though no such event of default
had occurred or to undertake obligations that would have the effect of
preserving the economic equivalent of any payment by the Issuer to the
securityholder with respect to the Securities.

Status of the Securities:

The Securities constitute direct and general obligations of the Issuer ranking
pari passu among themselves.

Limitations to the rights:

Prescription. Claims on settlement in respect of the Securities shall become
void unless made within a period of ten years after the due date for payment.




                18
C.11   Admission to Trading:        Not Applicable, but admission is foreseen on Nasdaq First North Stockholm
                                    of Nasdaq Stockholm AB, which is a non-regulated market (the "Securities
                                    Exchange").


C.15   How the value of the         The market price or value of Securities at any time is expected to be affected
       investment is affected by    by changes in the value of the Relevant Underlying to which the Securities
       the Relevant                 are linked, as more particularly described in Element C.18 below.
       Underlying:
                                    The market price or value of the Securities could, in certain circumstances,
                                    be affected by fluctuations in the actual or anticipated rates of dividend (if
                                    any) or any other distributions on the Relevant Underlying.


C.16   Expiration or Maturity       The Securities do not have a fixed maturity or expiration date. See Element
       Date:                        C.18 below. The "Settlement Date" for the Securities shall be (i) a day
                                    falling not later than the tenth business day following, in respect of the
                                    payment of (a) the Exercise Settlement Amount, the Exercise Valuation Date
                                    or (b) the Optional Settlement Amount, the Termination Valuation Date and
                                    (ii) if a Stop Loss Event has occurred on any day, such day.


C.17   Settlement procedure of      The Securities will be settled by the payment of the Settlement Amount.
       the derivative securities:
                                    On the relevant date for settlement of the Securities, the Issuer shall pay the
                                    relevant Settlement Amount per Security to the securityholders through the
                                    relevant clearing systems, and such amounts shall be credited to the relevant
                                    securityholders’ respective accounts held either with such clearing systems
                                    or with a financial intermediary that is a member of such clearing systems.




                                                    19
Table of Terms

    ISIN         Number of              Short Name        Issue Price per        Current Financing     Current Financing   Financing Level   Ratio   Current Stop Loss
               Securities in the                             Security            Level on the Strike     Spread on the        Currency               Level on the Strike
                   Series                                                               Date              Strike Date                                       Date

GB00BKZZSL60      1,500,000         TURBO S DJIA AVA 73     SEK 14.18                  20,500                 1%                USD          1,000         20,500


GB00BKZZSM77      1,000,000        TURBO S SP50 AVA 136     SEK 18.57                  2,475                  1%                USD          100           2,475


GB00BKZZSN84      1,500,000        TURBO S SP50 AVA 137     SEK 15.96                  2,450                  1%                USD          100           2,450


GB00BKZZSP09      1,700,000        TURBO S SP50 AVA 138     SEK 13.36                  2,425                  1%                USD          100           2,425


GB00BKZZSQ16       450,000         TURBO S NASDQ AVA 94     SEK 55.26                  7,500                  1%                USD          100           7,500


GB00BKZZSR23       550,000         TURBO S NASDQ AVA 95     SEK 44.84                  7,400                  1%                USD          100           7,400




                                                                            20
ISIN                     Index                    Relevant    Bloomberg Code        Index Sponsor               Exchange(s)          Dividend Amount
                  (the "Relevant Underlying")        Underlying
                                                     Currency
                                                                                                                                           Applicable:
GB00BKZZSL60   Dow Jones Industrial Average® Index     USD          INDU Index     S&P Dow Jones Indices LLC   New York Stock Exchange
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSM77            S&P 500® Index                 USD          SPX Index      S&P Dow Jones Indices LLC          NASDAQ
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSN84            S&P 500® Index                 USD          SPX Index      S&P Dow Jones Indices LLC          NASDAQ
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSP09            S&P 500® Index                 USD          SPX Index      S&P Dow Jones Indices LLC          NASDAQ
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSQ16           Nasdaq-100® Index               USD          NDX Index               Nasdaq                     Nasdaq
                                                                                                                                          Gross Dividend

                                                                                                                                           Applicable:
GB00BKZZSR23           Nasdaq-100® Index               USD          NDX Index               Nasdaq                     Nasdaq
                                                                                                                                          Gross Dividend




                                                                       21
C.18   How the return on the   Securities are not ordinary debt securities and the Settlement Amount is
       derivative securities   linked to the performance of the Index identified as the Relevant Underlying
       takes place:            (see Element C.20 and the Table of Terms).

                               Settlement Amount

                               The "Settlement Amount" payable by the Issuer in respect of each Security
                               on the Settlement Date shall be the amount determined in accordance with
                               the following:

                                   (a) if settlement is being made pursuant to an Exercise by the
                                       securityholder, the Exercise Settlement Amount;

                                   (b) if settlement is being made pursuant to an Issuer Call Option, the
                                       Optional Settlement Amount; or

                                   (c) if settlement is being made pursuant to the occurrence of a Stop
                                       Loss Event, the Settlement Amount shall be zero.

                               For such purpose, a Stop Loss Event will take priority over an Exercise by
                               securityholder or an Issuer Call Option if the former occurs on or prior to the
                               Exercise Valuation Date or the Termination Valuation Date, as the case may
                               be.

                               Exercise Settlement Amount:

                               The amount equal to (a) the quotient of (i) the Current Financing Level on or
                               around the Exercise Valuation Date minus the Relevant Underlying Value of
                               the Relevant Underlying on the Exercise Valuation Date (the "Final
                               Reference Price"), divided by (ii) Ratio, minus (b) Expenses, subject to a
                               minimum of zero.

                               Optional Settlement Amount:

                               The amount equal to (a) the quotient of (i) the Current Financing Level on or
                               around the Termination Valuation Date, minus the Relevant Underlying
                               Value of the Relevant Underlying on the Termination Valuation Date (the
                               "Termination Reference Price"), divided by (ii) Ratio, minus (b) Expenses,
                               subject to a minimum of zero.

                               The Settlement Amount shall be converted into the Settlement Currency at
                               the Relevant Exchange Rate.

                               Where:

                               Current Financing Level: on any day, the level of financing provided by
                               the Issuer, taking into account the interest accrued on such amount. The
                               Current Financing Level will also take into account the sum of any cash
                               dividends and/or other cash distributions declared in respect of each
                               component security included in the Index during the relevant period.

                               Current Financing Level on the Strike Date: As specified in the Table of
                               Terms in respect of the Securities with the relevant ISIN.

                               Current Financing Spread on the Strike Date: As specified in the Table
                               of Terms in respect of the Securities with the relevant ISIN.

                               Current Stop Loss Level: on any trading day, the Current Financing Level.




                                               22
Current Stop Loss Level on the Strike Date: As specified in the Table of
Terms in respect of the Securities with the relevant ISIN.

Determination Agent: Morgan Stanley & Co. International plc.

Determination Time: the time at which the official closing level of the
Relevant Underlying is calculated and published by the Index Sponsor.

Exchange Rate: means the rate of exchange between the Financing Level
Currency and the Settlement Currency quoted on the Exchange Rate Price
Source on any day at the relevant time.

Exchange Rate Price Source: for the purposes of converting the Exercise
Settlement Amount or the Optional Settlement Amount, WM Company or,
where such price source does not support the Exchange Rate, the Reuters
page of the Exchange Rate or any other source as determined by the
Determination Agent to be appropriate, acting in good faith and in a
commercially reasonable manner.

Exercise Date: means, in respect of any Security, and subject to a Stop Loss
Event, the day on which an exercise notice relating to that Security is
delivered in accordance with the terms and conditions of the Securities.

Exercise Valuation Date(s): means, in relation to a securityholder’s
effective exercise of Securities, the first trading day of the month
immediately following the expiry of 35 calendar days after the Exercise Date,
or if such day is not a trading day, the next following trading day, subject to
adjustment.

Expenses: means all taxes, duties and/or expenses arising in connection with
the exercise of each Security and/or any payment due following exercise or
otherwise in respect of such Security as calculated by the Determination
Agent.

Financing Level Currency: As specified in the Table of Terms in respect of
the Securities with the relevant ISIN.

Issuer Call Commencement Date: the Business Day following the Issue
Date.

Issue Price per Security: As specified in the Table of Terms in respect of
the Securities with the relevant ISIN.

Ratio: As specified in the Table of Terms in respect of the Securities with
the relevant ISIN.

Relevant Exchange Rate: in respect of (a) the Exercise Settlement Amount,
the Exchange Rate on or around the Exercise Valuation Date or (b) the
Optional Settlement Amount, the Exchange Rate on or around the
Termination Valuation Date.

Relevant Underlying Currency: As specified in the Table of Terms in
respect of the Securities with the relevant ISIN.

Relevant Underlying Value: (a) for all purposes other than for the purposes
of the Stop Loss Event Price, in respect of any day, the official closing level
of the Relevant Underlying published by the Index Sponsor at the
Determination Time on such day and (b) for the purposes of the Stop Loss
Event Price, the fair value price of the Relevant Underlying as determined
by the Determination Agent on a best efforts basis during a reasonable period




                23
following the Stop Loss Event, in each case without regard to any
                                   subsequently published correction.

                                   Reset Date: each of the following dates: (a) the issue date, (b) the first day
                                   in each calendar month (or if such day is not a business day, the next
                                   following business day), and (c) each additional business day determined by
                                   the Determination Agent.

                                   Stop Loss Event: means the Stop Loss Event Price of the Relevant
                                   Underlying is, at any time on any scheduled trading day from, and including,
                                   9:00 a.m., Central European Time on the issue date, and other than at a time
                                   at which there is, in the determination of the Determination Agent, a market
                                   disruption event, greater than or equal to the Current Stop Loss Level.

                                   Stop Loss Event Price: means, in respect of any day, the price of the
                                   Relevant Underlying on such day, as determined by the Determination Agent
                                   without regard to any subsequently published correction.

                                   Strike Date: means 23 March 2020.

                                   Termination Date: means the date specified as such in the notice delivered
                                   by the Issuer.

                                   Termination Valuation Date: means, in relation to termination of the
                                   Securities pursuant to an Issuer Call Option, the first trading day of the month
                                   immediately following the expiry of 35 calendar days after the Termination
                                   Date or, if such day is not a trading day, the next following trading day,
                                   subject to adjustment.


C.19   Exercise price/final        If the Securities are terminated pursuant to an Exercise by securityholder, the
       reference price of the      Final Reference Price will be the Relevant Underlying Value of the Relevant
       underlying:                 Underlying on the Exercise Valuation Date.

                                   If the Securities are terminated pursuant to an Issuer Call Option, the
                                   Termination Reference Price will be the Relevant Underlying Value of the
                                   Relevant Underlying on the Termination Valuation Date.


C.20   Type of underlying and      "Relevant Underlying": As specified in the Table of Terms in respect of the
       where information on        Securities with the relevant ISIN.
       the underlying can be
       found:                      The Securities are Equity-Linked Securities.

                                   Information about the past and the further performance of the Relevant
                                   Underlying and its volatility can be obtained from the web pages of the Issuer
                                   or Sponsor of the Relevant Underlying, as applicable, and Bloomberg and
                                   Reuters pages under their relevant ticker, as specified in the Table of Terms
                                   in respect of the Securities with the relevant ISIN.


                                   Section D – Risks


D.2    Key Risks Specific to the   The following key risks affect Morgan Stanley and, since Morgan Stanley is
       Issuer:                     the ultimate holding company of MSI plc, also impact MSI plc:

                                   Market Risk: Morgan Stanley’s results of operations may be materially
                                   affected by market fluctuations and by global and economic conditions and
                                   other factors including changes in asset values. Holding large and




                                                   24
concentrated positions may expose Morgan Stanley to losses. These factors
may result in losses for a position or portfolio owned by Morgan Stanley.

Credit Risk: Morgan Stanley 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 Morgan Stanley.

Operational Risk: Morgan Stanley is subject to the risk of loss, or of damage
to its reputation, resulting from inadequate or failed processes or systems,
from human factors or from external events (e.g. fraud, theft, legal and
compliance risks, cyber attacks or damage to physical assets). Morgan
Stanley 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). A cyber attack, information or security breach or a technology
failure could adversely affect Morgan Stanley’s ability to conduct its
business, manage its exposure to risk or result in disclosure or misuse of
confidential or proprietary information and otherwise adversely impact its
results of operations, liquidity and financial condition, as well as cause
reputational harm.

Liquidity Risk: Liquidity is essential to Morgan Stanley’s businesses and
Morgan Stanley relies on external sources to finance a significant portion of
its operations. Morgan Stanley’s borrowing costs and access to the debt
capital markets depend on its credit ratings. Morgan Stanley is a holding
company, has no operations and depends on dividends, distributions and
other payments from its subsidiaries. Further, Morgan Stanley’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 Morgan Stanley will be unable to
finance its operations due to a loss of access to the capital markets or
difficulty in liquidating its assets. Additionally, liquidity risk encompasses
Morgan Stanley’s ability (or perceived ability) to meet its financial
obligations without experiencing significant business disruption or
reputational damage that may threaten its viability as a going concern.
Morgan Stanley also experiences associated funding risks triggered by the
market or idiosyncratic stress events that may negatively affect its liquidity
or may impact its ability to raise new funding.

Legal, Regulatory and Compliance Risk: Morgan Stanley 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 organization standards and codes of conduct applicable to its
business activities. Morgan Stanley is also subject to contractual and
commercial risk, such as the risk that a counterparty’s performance
obligations will be unenforceable. Additionally, Morgan Stanley is subject
to anti-money laundering, anti-corruption and terrorist financing rules and
regulations. The uncertainties and ambiguities as to the interpretation and
application of the U.S. Tax Cuts and Jobs Act could adversely affect Morgan
Stanley.

Risk Management: Morgan Stanley’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. Expected replacement of
London Interbank Offered Rate and replacement or reform of other interest




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