- BOSQAR INVEST shareholders supported the adoption of decisions on increasing share capital through a secondary public offering (SPO) and the new treasury share buyback framework
- Shareholders were presented with the dividend policy and informed about the planned adoption of an ESOP program as part of the SPO
- The planned offering of new shares is aimed at financing strategic acquisitions, primarily the intended acquisition of a 100% stake in PIK Vrbovec
- “Our ambition is to execute the largest SPO by a privately owned company on the Croatian capital market to date,” said Darko Horvat, President of the Management Board of BOSQAR
Zagreb, Croatia, May 11, 2026 – BOSQAR INVEST (BOSQAR d.d. – ZSE: BSQR), a Croatian investment group that develops regional market leaders through active management and strategic investments, announced on Monday that the General Assembly adopted all key proposals of the Management and Supervisory Boards aimed at raising new capital through the capital market and accelerating long-term growth.
Among other decisions, the adopted resolutions include an increase in share capital through a secondary public offering of shares (SPO). Shareholders were also presented with the dividend policy and informed about the planned adoption of an ESOP (Employee Stock Ownership Program) program for rewarding Group employees in Croatia and Slovenia as part of the secondary public offering.
The proposals received unanimous support from all present and represented shareholders, including all four Croatian pension funds - Allianz ZB, ERSTE, PBZ CO, and Raiffeisen. A total of 10,547,278 votes were represented at the General Assembly, accounting for 89.897% of the Company's total voting shares, with all resolutions adopted unanimously.
“Today’s shareholder support confirms confidence in BOSQAR INVEST’s long-term development strategy and our value creation model based on disciplined acquisitions, operational development of companies, and active capital management. Through the adopted resolutions, we are further strengthening the financial and organizational capacities for the next phase of the Group’s growth.
“The planned capital increase through the secondary public offering of shares (SPO) will provide us with greater flexibility in executing strategic opportunities we see in the market, primarily the intended acquisition of PIK Vrbovec, while at the same time, through the dividend policy and ESOP program, we additionally intend to further align the interests of shareholders, employees, and management.
“Our goal remains long-term sustainable growth, with responsible capital allocation and continued value creation for all Group stakeholders. At the same time, we are not slowing down - our ambition is to execute the largest SPO by a privately owned company on the Croatian capital market to date,” said Darko Horvat, President of the Management Board of BOSQAR d.d., the holding company of the BOSQAR INVEST group.
Share Capital Increase and Secondary Public Offering (SPO)
By the adopted decision of the General Assembly, the Company’s share capital will be increased through the issuance of up to 5,892,185 new ordinary shares.
The planned secondary public offering is expected to further strengthen the Company’s balance sheet and secure capital for the execution of strategic acquisitions and the continued implementation of the Group’s buy-and-build strategy.
The raised funds are primarily intended for financing the announced acquisition of a 100 percent stake in PIK Vrbovec, subject to the completion of negotiations and the signing of the share purchase agreement, as well as customary financing conditions and regulatory approvals, but also for other M&A opportunities within BOSQAR INVEST’s key business verticals.
As part of the SPO, the Company has for the first time envisaged a retail component within its capital market transactions, through which the Company aims to further broaden its investor base and enable participation by individual investors in Croatia, as well as Group employees in Croatia and Slovenia.
The offering documentation and all terms and details related to the implementation of the secondary public offering of shares will be published at a later date, in accordance with the adopted resolutions of the General Assembly and applicable regulations and Zagreb Stock Exchange rules.
Employee Stock Ownership Program (ESOP)
The General Assembly authorized the Company’s Management Board, with the consent of the Supervisory Board, to develop and adopt an ESOP program that will define the conditions under which employees participating in the public offering of shares will be rewarded, with the aim of further aligning the interests of employees and shareholders and encouraging long-term growth in the Group’s value.
Dividend Policy
Shareholders were also presented with the dividend policy adopted by the Company’s Management Board on March 31, 2026, according to which the Company intends to distribute 50 percent of realized net profit in a given year to shareholders over the long term.
The decision to distribute dividends to shareholders for a particular financial year is subject to the fulfilment of conditions prescribed by applicable regulations, the Company’s Articles of Association, and the dividend distribution policy.
Through the dividend distribution policy, BOSQAR INVEST has established a clear and predictable shareholder return framework while continuing to invest in further growth and business expansion.
New Share Buyback Framework
The General Assembly also adopted a new treasury share buyback framework, replacing the previous resolution of June 16, 2025, with a balanced framework aligned with the Company’s growth horizon.
The previous authorization allowed for the acquisition of treasury shares in the amount of up to EUR 20 million. Given the Group’s continued expansion, increased market capitalization, and broader strategic ambitions, this threshold was no longer appropriate.
Accordingly, under the new decision:
- The Management Board is authorized, over a five-year period, to acquire treasury shares without further approval from the General Assembly under the conditions set out in the relevant decision;
- The total number of treasury shares (including existing ones) is limited to 10 percent of the share capital;
- The acquisition price of treasury shares is set at 10 percent of the average market price achieved for those shares on the previous trading day;
- The total amount of treasury share buybacks during the relevant period is limited to EUR 75 million.
With the consent of the Supervisory Board, treasury shares may also be used flexibly for:
- employee and management incentive programs (including ESOP);
- share-based compensation programs;
- other strategic purposes, both on and off the market.
It is intended that funds for the acquisition of treasury shares be sourced from proceeds generated through divestments of individual Group members, up to 50 percent of the amount representing the difference between the invested amount in a company and the price achieved upon divestment (capital gain) on an annual basis, subject to the conditions of the Treasury Share Buyback Program.
The Company’s Management Board will proceed with revising the existing Treasury Share Buyback Program (or adopt a new Treasury Share Buyback Program) in order to align the Program with the relevant General Assembly resolution.
All relevant decisions are available on the website of BOSQAR d.d. at www.bosqar.com.