Prospectus related to the share issuance within the share capital increase by rendering the pre-emption rights, with cash contribution, of SOCIETATEA ASIGURARE-REASIGURARE ASTRA S.A. Bucharest - 27.05.2015

Information on the Issuer: Societatea Asigurare – Reasigurare ASTRA S.A. is a two-tier managed company with the registered office in Bucharest, 3 Nerva Traian Street, M101 Building, 11th floor, District 3, having the Sole Registration Code 330904 and the National Trade Register Office registration number J40/305/1991 (“the Issuer”).

Intermediary: Societatea de Servicii de Investitii Financiare Broker S.A. Cluj-Napoca, authorized by the National Securities Commission (currently the Financial Supervisory Authority – “FSA”) by Decision no. 3097 – 3098/ 10.09.2003 and registered with the FSA Register under no. PJR01SSIF/120072, with the registered office in Cluj – Napoca, 119 Calea Moţilor, having the Sole Registration Code 6738423 and the Cluj Trade Register Office registration number J12/3038/1994.

The securities offered: 159,742,609 ordinary, nominative, dematerialized shares with a par value of RON 2.66/share, issued according to Decision no. 99 dated 18.03.2015 of the Issuer’s Special Administrator – KPMG Advisory SRL - published in the Official Journal of Romania, Part IV no. 1671 / 30.03.2015.

Trading of the pre-emption rights: According to the Special Administrator’s Decision no. 99 from 18.03.2015, trading of the pre-emption rights (prior to all three subscription phases) was approved for the shareholders recorded in the Shareholder Register of the Issuer at the Registration Date (i.e. 07.04.2015), for a period of 5 business days. Each shareholder registered at the Registration Date will hold a number of pre-emption rights equal to the number of shares held at the same date.

The pre-emption rights trading time period will begin within 3 business days from the publication date of the Prospectus on the Issuer's website (www.astrasig.ro) and on the Intermediary’s website (www.ssifbroker.ro), from 08.06.2015 up until and including 12.06.2015.

The share capital increase will be performed in three phases: Once the transactions performed during the trading of pre-emption rights have been settled, the subscription process will begin as part of the share capital increase, as follows:

I.
AThe newly-issued shares will firstly be offered for subscription to pre-emption rights holders. They will have the right to subscribe the new shares proportionally with the number of pre-emption rights held at the date when the settlement of transactions with pre-emption rights performed during their trading period has been completed, as established in the Prospectus (Phase I).

The subscription period during which the new shares can be subscribed in Phase I will be of one month, starting from the next business day immediately following the Final Date of Pre-emption rights Settlement, i.e. from 17.06.2015 up until and including 17.07.2015, a time interval which includes a total of 31 days.

The number of pre-emption rights necessary to purchase one new share is 0.6067024859973334.

The subscription price of a new share in Phase I is RON 2.66 / share.

Any resident or non-resident individual or legal entity may subscribe shares offered in Phase I, provided that it holds pre-emption rights at the Final Date of Pre-emption rights Settlement (i.e. the second business day from the last trading day of pre-emption rights). Any subscription made during the Subscription Period of Phase I by an investor that did not hold pre-emption rights at the Final Date of Pre-emption rights Settlement shall not be validated and the money will be reimbursed to that investor. Also, if an investor that holds pre-emption rights subscribes a higher number of shares than the maximum number of shares it is entitled to subscribe, the amount representing the difference between the value subscribed and the value of shares to which it was entitled to subscribe shall be reimbursed into the bank account indicated in the subscription form. Any bank fees or other costs of the transfer shall be paid by the investor. Reimbursement of the money shall be made within maximum 5 business days after the end of the Subscription Period of Phase I.

II.
Phase II: The unsubscribed shares in Phase I will be offered for subscription to investors that have validly subscribed shares in Phase I. An investor is entitled to subscribe shares proportionally to the ratio between the number of shares subscribed by itself in Phase I and the total number of shares subscribed in Phase I.

The shares subscription period in Phase II is 5 business days, starting from the fifth business day after the completion of the subscription process in Phase I, i.e. from 24.07.2015 up until and including 30.07.2015.

If no investor validly subscribes shares in Phase I, the shares may be offered for subscription in Phase III, according to paragraph III below.

The subscription price for a new share in Phase II is 2.66 RON / share.

Any resident or non-resident individual or legal entity may subscribe shares offered in Phase II, provided it has validly subscribed shares in Phase I. Any subscription made during the Subscription Period of Phase II by an investor that did not validly subscribe shares in Phase I shall not be validated and the money will be reimbursed to that investor. Also, if an investor subscribes a number of shares higher than the maximum number of shares it is entitled to subscribe in Phase II, then the amount that represents the difference between the value subscribed and the value of shares which it was entitled to subscribe shall be reimbursed in the bank account indicated in the subscription form. Any bank fees or other costs of the transfer shall be paid by the investor. Reimbursement of the money shall be made within maximum 5 business days after the end of the Subscription Period of Phase II.

III.
Phase III: The unsubscribed shares in Phase II or shares not validly subscribed by investors in Phase I will be offered for subscription to Qualified Investors over a subscription period of 10 business days, starting from the fifth business day after the end of Phase II, respectively from 06.08.2015 up until and including 19.08.2015. If oversubscription occurs, shares will be allocated based on the following criteria (the list is not exhaustive):

- Business line of Investors or entities within the Investors’ group or their knowledge regarding the Issuer’s business line;
- Investors Investment Policy
- Number of shares subscribed during the Offer
- Chronological order of subscriptions
- The time period in which the Investor would keep the shares subscribed from the offer, according to the Issuer and/or the Intermediary
- Other qualitative criteria that would allow a solid base of shareholders and a positive development of the Company's financial situation

Each Qualified Investor which has subscribed shares during the Offer acknowledges and agrees that: (i) the number of shares allocated to a Qualified Investor may be lower than the number of shares subscribed by that Investor during the Offer and (ii) the Qualified Investor may not be allocated any shares subscribed during the Offer.
Furthermore each Qualified Investor acknowledges and agrees that: (i) it is not possible to refuse the allocation or challenge in any way the allocation of shares subscribed during the Offer (e.g. the fact that an investor has not been allocated shares or has been allocated fewer shares than those subscribed etc.), as the allocation made by the Issuer and the Intermediary is mandatory and binding on the Investors under the applicable law and (ii) it has no right to request, and the Issuer and the Intermediary have no obligation to provide any explanations for the allocation of shares (e.g. if an investor has not been allocated shares or has been allocated fewer shares than those subscribed etc.), the criteria used in the allocation process or any other issue regarding the allocation of shares subscribed during the Offer.
The subscription price of a newly-issued share in Phase III is RON 2.67/share.

In Phase III shares may be subscribed by Qualified Investors, as they are defined in the Prospectus. During this phase the following shares will be subscribed: shares unsubscribed in Phase II or shares that were not validly subscribed by investors in Phase I. If oversubscription occurs, the value of shares paid by but not allocated to an investor, will be refunded within 5 business days after Phase III subscription period ends. The money shall be reimbursed into the bank account indicated in the registration form. Any bank fees or other costs of the transfer shall be covered by the investor.

Provisions applicable to all three subscription phases: The shares will be paid in full on the subscription date, under the conditions set out in this Prospectus; any subscription of shares will be validated by rounding down to the nearest whole number

The remaining unsubscribed shares at the end of Phases I - III mentioned above will be cancelled by decision of the Special Administrator.

Subscription Registration: The required documents must be submitted or dispatched by mail or courier to the Intermediary’s branch in Bucharest, with the registered office in 16 Splaiul Unirii, floor. 8, Rooms 803 & 804, District 4, Bucharest, with the following note on the envelope “for the share capital increase of ASTRA S.A.”.

If shareholders choose to send the documents by mail or courier, they should take into account the fact that the documents must arrive at the Intermediary’s Branch in Bucharest no later than the last day of the Subscription Term, before 17:00 o’clock.

The Collection Account Number is: RO26BTRLRONCRT00R1814004 opened at Banca Transilvania, Zorilor Branch, Cluj-Napoca. The account beneficiary is SSIF Broker S.A, with the Sole Registration Code 6738423. Bank fees and other costs related to the payment of subscribed shares by an investor and, if applicable, those related to reimbursements of any amount for the subscription of a higher number of shares than the number of validated or allocated subscriptions will be fully covered by the investor.

Prospectus Availability: The Prospectus and other related required documents are available in paper format, on demand, at the Issuer’s Office on 3 Nerva Traian Street, Building M101, floor 11, District 2, Bucharest and at the Intermediary’s Bucharest Office on 16 Splaiul Unirii, floor 8, Rooms 803 & 804, District 4, Bucharest, every business day during the subscription period, between 9:00 – 17:00 and, in electronic format at www.ssifbroker.ro and www.astrasig.ro.

READ THE PROSPECTUS BEFORE SUBSCRIBING!

The Prospectus endorsement has no security value and it does not represent FSA's appraisal regarding the opportunity, advantages or disadvantages, profit or risks which could result from the transactions to be concluded by accepting the public offer which was approved; the approval decision certifies only the compliance of the Offer regarding the law and the norms enacted in the application thereof.

Issuer: Societatea Asigurare-Reasigurare ASTRA S.A. Bucuresti
Special Administrator
KPMG Advisory SRL
Authorized Reprezentative
Nicoleta Mihai
Intermmediary : SSIF Broker S.A. Cluj-Napoca
Authorized Reprezentative
Catalin Nae-Serban