Arcus 6Y UK Defensive Kick Out Plan – MS28

Morgan Stanley & Co. International plc  (https://sp.morganstanley.com/EU/). The product issuer is  Morgan Stanley BV with a guarantee by Morgan Stanley.

The product is designed to provide a return in the form of a cash  payment on termination of the product. The timing and amount of this payment will depend on the change in value of the  preference shares, which in turn will depend on the performance  of the underlying. The product has a fixed term and will  terminate on the maturity date, unless terminated early. If, at  maturity, the final reference level of the underlying has fallen  below the barrier level, the product may return less than the  product notional amount or even zero.

Early termination following an autocall: The product will  terminate prior to the maturity date if, on any autocall  observation date, the reference level is at or above the autocall  barrier level. On any such early termination, you will on the  immediately following autocall payment date receive a cash  payment equal to the applicable autocall payment. The relevant  dates and autocall payments are shown in the table(s) in the key information document

Termination on the maturity date: If the product has not  terminated early, on the maturity date you will receive:

1. if the final reference level is at or above the barrier level, a cash  payment equal to GBP 1,000.00; or

2. if the final reference level is below the barrier level, a cash  payment directly linked to the performance of the underlying. The cash payment will equal (i) the product notional amount  multiplied by (ii) (A) the final reference level divided by (B) the  strike level.

Investors should note that the payments described above are  based on the expected value of the preference shares. Therefore any return you may receive on the product depends directly on  the value of the preference shares. As such, your return is only indirectly dependent on the underlying.

Under the product terms, certain dates specified above and below will be adjusted if the respective date is either not a business day  or not a trading day (as applicable). Any adjustments may affect  the return, if any, you receive.

The product terms also provide that if certain exceptional events  occur (1) adjustments may be made to the product and/or (2) the issuer may terminate the product, as applicable, early. These  events are specified in the product terms and principally relate to  the product and the issuer. The preference shares in turn contain  provisions allowing the preference shares to be adjusted or  terminated early in the case of certain exceptional events, in  particular relating to the underlying. Any such adjustments or  early termination are likely to affect the amount and timing of  return you receive under the product, meaning the return (if any) that you receive on such early termination is likely to be different  from the scenarios described above and may be less than the  amount you invested.

You do not have any entitlement to a dividend from the  underlying and you have no right to any further entitlement  resulting from the underlying (e.g., voting rights).

The product is intended to be offered to retail investors who fulfil all of the criteria below:

1. they have basic knowledge and/or experience of investing in  similar products which provide a similar market exposure and have the ability to understand the product and its possible risks  and rewards, either independently or through professional advice;

2. they seek capital growth, expect the movement in the  underlying to perform in a way that generates a positive return.  They have a long investment horizon and understand that the  product may terminate early;

3. they are able to bear a total loss of their initial investment,  consistent with the redemption profile of the product at maturity (market risk);

4. they accept the risk that the issuer or guarantor could fail to  pay or perform its obligations under the product irrespective of the redemption profile of the product (credit risk);

5. they are willing to accept a level of risk of 5 out of 7 to achieve  potential returns, which reflects a medium-high risk (as shown in the summary risk indicator in the key information document which takes into account both  market risk and credit risk).