Mariana Dual Index Defensive Income Kick Out Plan – January 2025

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 (1)  conditional interest payments and (2) a cash payment on  termination of the product. The timing and amount of these  payments will depend on the performance of the underlyings.  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 worst performing underlying has fallen below its  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 of the worst performing  underlying is at or above its autocall barrier level. On any such  early termination, you will on the immediately following autocall  payment date receive, in addition to any final interest payment, a  cash payment equal to the autocall payment of GBP 1,000.00. No interest payments will be made on any date after such autocall  payment date.

Interest: If the product has not terminated early, on each  interest payment date you will receive an interest payment of  GBP 19.10 if the reference level of the worst performing  underlying is at or above its interest barrier level on the  immediately preceding interest observation date. If this condition is not met, you will receive no interest payment on such interest  payment date

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 of the worst performing underlying is at or above its barrier level, a cash payment equal to GBP 1,000.00; or

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

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 early. These events are  specified in the product terms and principally relate to the  underlyings, the product and the issuer. The return (if any) 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.

When purchasing this product during its lifetime, the purchase  price may include accrued interest on a pro rata basis.

You do not have any entitlement to a dividend from any of the  underlyings and you have no right to any further entitlement  resulting from any such 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 income, expect the movement in the underlyings 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 risk (as shown in the  summary risk indicator in the key information document which takes into account both market risk and credit risk).