- Proposed SPO to fund the acquisition of PIK Vrbovec and broader M&A pipeline
- Introduction of dividend policy to establish long-term shareholder returns
- Launch of ESOP and retail tranche to broaden ownership and align stakeholders
Zagreb, March 31, 2026 - BOSQAR INVEST (BOSQAR d.d. – ZSE: BSQR), a perpetual capital investor and company builder in the Adria region, today announces that it convened a General Assembly of Shareholders to consider a series of strategic proposals designed to accelerate long-term growth, strengthen capital markets positioning, and enhance shareholder returns.
The proposed resolutions, which are subject to shareholders' approval, reflect the next phase in BOSQAR’s corporate development, combining capital raising, disciplined capital allocation, and enhanced shareholder alignment.
Proposed Share Capital Increase and Secondary Public Offering (SPO)
The General Assembly will consider a proposal to approve a share capital increase via a Public Offering (SPO) of new ordinary shares.
- Current share capital: EUR 15,640,094.35, divided into 11,784,370 shares;
- Proposed increase: up to EUR 7,820,047.18, resulting in total share capital of up to EUR 23,460,141.53;
- New shares: up to 5,892,185 ordinary shares, to be issued in dematerialized form via the Central Clearing and Depository Company Inc., Zagreb ("SKDD");
- Equal rights: New shares will rank pari passu with existing shares as they will represent the same class and be interchangeable with Existing Shares.
The SPO is expected to significantly strengthen the Company’s balance sheet and financial flexibility.
The offering is expected to include a retail investor component, with participation from individual investors in Croatia and employees across Croatia and Slovenia.
Proposed Employee Stock Ownership Program (ESOP)
The General Assembly will also consider the introduction of an Employee Stock Ownership Program (ESOP):
- Participation will be part of the public offering;
- Designed to align employee interests with shareholders; and
- Intended to support retention, performance, and long-term value creation.
Proposed Use of Proceeds: Accelerating Strategic Expansion
Subject to approval, proceeds from the SPO will be allocated toward:
- Strategic acquisitions across core verticals, to support BOSQAR’s successful buy-and-build strategy;
- The intended acquisition of PIK Vrbovec, one of Croatia’s leading food producers (subject to finalization of negotiations and execution of an agreement); and
- Broader M&A opportunities aimed at delivering synergies, revenue growth, and long-term value creation.
These initiatives are aligned with BOSQAR’s ambition to capture growth in sectors undergoing significant technological advancement, vital to addressing demographic change, digitalization, and rising food demand.
Proposed Dividend Policy
The Management Board has adopted, and the Supervisory Board gave its consent, to a dividend policy that will be presented to shareholders at the General Assembly.
The proposed framework reflects BOSQAR’s commitment to balancing growth and shareholder returns. BOSQAR intends to:
- Target a distribution of 50% of annual net profit as dividends;
- Subject to the fulfillment of conditions for dividend payments in accordance with the Company’s sustainability-linked bond documentation (May 27, 2025) and other assumptions set out in this Policy; and
- Establish a long-term, sustainable and predictable dividend profile alongside continued growth investment.
Proposed Share Buyback Framework
The General Assembly will also consider a proposal to adopt a new framework for the acquisition of the Company’s treasury shares, replacing the previous decision dated June 16, 2025, with a balanced framework aligned with the Company’s growth trajectory.
The previous authorization permitted share buybacks in the amount of up to EUR 20 million. In light of the Group’s continued expansion, increased market capitalization, and broader strategic ambitions, this threshold is no longer considered appropriate.
Under the proposed new resolution:
- The Management Board would be authorized, over a five-year period, to acquire treasury shares without further General Assembly approval;
- Total treasury shares held (including existing) would be capped at 10% of share capital;
- Purchase price would be set within a 10% range of the previous day’s average market price;
- Total consideration for share buybacks would be capped at EUR 75 million.
Subject to Supervisory Board consent, treasury shares may also be used flexibly, including:
- Employee and management incentive programs (including ESOP);
- Share-based reward schemes;
- Other strategic purposes, both on- and off-market.
In addition, the Company intends to fund share buybacks, in part, from proceeds generated through the divestment of Group companies, with up to 50% of realised gains from such transactions allocated annually toward share repurchases, subject to the terms of the applicable buyback program.
The framework ensures that:
- Share buybacks are conducted within strict capital protection rules, including maintaining statutory capital and reserve thresholds;
- The Management Board reports transparently to the next General Assembly on execution and rationale;
- The existing share buyback program (dated October 31, 2025) will be aligned or replaced accordingly.
General Assembly Details
- Meeting date: May 11th, 2026
- Location: Ulica grada Vukovara 23, Zagreb
- Record date and participation details: To be included in the formal invitation
The formal invitation to the General Assembly, including detailed resolutions and supporting documentation, will be published in accordance with MAR Regulation, Croatian Capital Markets Act, Companies Act and ZSE Rules.
Outlook
The proposed measures mark a significant step in BOSQAR’s evolution as a perpetual capital investor and company builder in the Adria region. By combining access to new capital, with capital deployed to fund a disciplined but ambitious acquisition strategy, and enhanced shareholder alignment, the Company aims to consolidate its competitive positioning and deliver sustained value creation.
Important Notice
This announcement contains information on proposed resolutions that are subject to shareholder approval at the General Assembly. There can be no assurance that any of the proposed resolutions will be adopted.