Level: 6 – From: 6 – Tuesday, October 27, 2009 – 14:37 – eprint6 – 4145 Intro BASE PROSPECTUS TOKIO MARINE FINANCIAL SOLUTIONS LTD. (incorporated with limited liability in the Cayman Islands) ¥400,000,000,000 Programme for the Issuance of Debt Instruments This Base Prospectus has been approved by the United Kingdom Financial Services Authority (the “FSA”), which is the United Kingdom competent authority for the purposes of Directive 2003/71/EC (the “Prospectus Directive”) and relevant implementing measures in the United Kingdom, as a base prospectus issued in compliance with the Prospectus Directive and relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of debt instruments (“Instruments”) issued under the programme (the “Programme”) described in this Base Prospectus during the period of twelve months after the date hereof. An application has been made to admit such Instruments during the period of twelve months after the date hereof to listing on the Official List of the FSA and an application has been made to admit such Instruments to trading on the Regulated Market of the London Stock Exchange plc (the “London Stock Exchange”), which is an EEA Regulated Market (as defined below). The Programme also permits Instruments to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system or to be admitted to listing, trading and/or quotation by such other or further listing authorities, stock exchanges and/or quotation systems as may be agreed with Tokio Marine Financial Solutions Ltd (the “Issuer”). The Instruments have the benefit of a Support Agreement (as defined on page 5 of this Base Prospectus) entered into with Tokio Marine & Nichido Fire Insurance Co., Ltd. (“Tokio Marine & Nichido”). See “The Support Agreement” as set out in this Base Prospectus. Instruments have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. Terms used in the preceding sentence have the meanings given to them by Regulation S under the Securities Act. No instruments may be issued under this Programme which are to be admitted to trading on a market which is a regulated market for the purposes of Directive 2004/39/EC (Markets and Financial Instruments Directive) (each an “EEA Regulated Market”) or offered to the public in any EEA Member State which have a minimum denomination of less than EUR 50,000 (or its equivalent in another currency). Investing in the Instruments involves certain risks, in particular, that in the event that the Issuer or any Subsidiary ceased or threatened to cease to carry on all or any substantial part of its business and, in whole or in part as a result of such action, the credit ratings assigned to the Programme were not lowered, this would not in and of itself be an Event of Default (as defined in Condition 7 (Events of Default and Enforcement Events) set out in this Base Prospectus). See “Risk Factors” beginning on page 9 to read about factors that should be carefully considered before investing in the Instruments. Arranger for the Programme MORGAN STANLEY Dealers BofA MERRILL LYNCH CITI DAIWA SECURITIES SMBC EUROPE DEUTSCHE BANK GOLDMAN SACHS INTERNATIONAL J.P. MORGAN MORGAN STANLEY MITSUBISHI UFJ SECURITIES INTERNATIONAL PLC NOMURA INTERNATIONAL 29 October 2009 Level: 6 – From: 6 – Tuesday, October 27, 2009 – 14:37 – eprint6 – 4145 Intro The Base Prospectus should be read and construed with any amendments or supplements thereto and with any other documents incorporated by reference and, in relation to any Series (as defined herein) of Instruments, should be read and construed together with the relevant Final Terms (as defined herein). The Issuer and Tokio Marine & Nichido accept responsibility for the information contained in the Base Prospectus. To the best of the knowledge and belief of the Issuer and Tokio Marine & Nichido (which have taken all reasonable care to ensure that such is the case), the information contained in the Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive and for the purpose of giving information with regard to the Issuer and Tokio Marine & Nichido which is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer and Tokio Marine & Nichido. The Issuer has confirmed to the dealers (the “Dealers”) described under “Subscription and Sale” below that the Base Prospectus is true, accurate and complete in all material respects and is not misleading; that the opinions and intentions expressed therein are honestly held and based on reasonable assumptions; that there are no other facts in relation to the information contained or incorporated by reference in the Base Prospectus the omission of which would, in the context of the Programme or the issue of the Instruments, make any statement therein or opinions or intentions expressed therein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing. The Issuer has further confirmed to the Dealers that this Base Prospectus (together with the relevant Final Terms) contains all such information as investors and their professional advisers would reasonably require, and reasonably expect to find, for the purpose of making an informed assessment of the assets and liabilities, financial position, profits and losses of the Issuer, and where applicable, Tokio Marine & Nichido and of the rights attaching to the relevant Instruments. No person has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with the Base Prospectus or any other document entered into in relation to the Programme or any information supplied by the Issuer or such other information as is in the public domain and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer. No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates makes any representation or warranty or accepts any responsibility, as to the accuracy or completeness of the information contained in the Base Prospectus. Neither the delivery of the Base Prospectus or any Final Terms nor the offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the information contained in the Base Prospectus is true subsequent to the date thereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial situation of the Issuer or Tokio Marine & Nichido since the date thereof or, if later, the date upon which the Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of the Base Prospectus and any Final Terms and the offering, sale and delivery of the Instruments in certain jurisdictions may be restricted by law. Persons into whose possession the Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Instruments and on the distribution of the Base Prospectus or any Final Terms and other offering material relating to the Instruments, see “Subscription and Sale” and “Provisions Relating to the Investments whilst in Global Form”. Neither the Base Prospectus nor any Final Terms constitutes an offer or an invitation to subscribe for or purchase any Instruments and should not be considered as a recommendation by the Issuer, the Dealers 2 Level: 6 – From: 6 – Tuesday, October 27, 2009 – 14:37 – eprint6 – 4145 Intro or any of them that any recipient of the Base Prospectus or any Final Terms should subscribe for or purchase any Instruments. Each recipient of the Base Prospectus or any Final Terms shall be taken to have made its own investigation and appraisal of the condition (financial or otherwise) of the Issuer and Tokio Marine & Nichido. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference. This Base Prospectus shall be read and construed on the basis that such documents are incorporated in and form part of this Base Prospectus. The maximum aggregate principal amount of Instruments permitted to be outstanding at any one time under the Programme will not exceed ¥400,000,000,000 (and for this purpose, any Instruments denominated in another currency shall be translated into Japanese Yen at the date of the agreement to issue such Instruments calculated in accordance with the provisions of the Dealership Agreement.) The maximum aggregate