The state converts Croatia Airlines’ debt into new equity stakes

The Croatian government is set to increase its ownership in Croatia Airlines after the company’s management convened an extraordinary shareholders’ meeting for December 29. At the meeting, shareholders will vote on a proposal to convert €43 million in state loans into new company shares. As reported by Jutarnji list, the move involves converting two existing loans—€33.2 million and €9.8 million—into equity, meaning Croatia Airlines will no longer be required to repay those amounts in cash. Instead, the Republic of Croatia will receive new shares, further solidifying its already dominant position as the company’s majority owner. The transaction will be carried out without a public offering.

This decision comes as the national carrier continues to report significant operating losses. In the first nine months of 2025, Croatia Airlines posted an operating loss of €21.5 million. While operating revenues increased by 3% to €204.7 million, operating costs grew even faster—by 9%—reaching €226.2 million. These results underscore the company’s ongoing reliance on financial restructuring.

The upcoming capital increase follows a similar move in early 2023. Based on a resolution adopted at the General Assembly on December 22, 2022, the company increased its capital by HRK 296 million through the issuance of 29.6 million new shares in the CRAL-R-B series. As a result, the company’s registered capital in the Central Depository & Clearing Company (SKDD) was updated to HRK 923,879,530, consisting of 9,899,755 shares in the CRAL-R-A series and 82,488,198 shares in the CRAL-R-B series.

Trading in Croatia Airlines shares on the Zagreb Stock Exchange has remained limited. The regular share CRAL (ISIN HRCRALRA0005) has seen low daily trading volumes in recent years, typically ranging from just a few to several dozen shares, with prices fluctuating between €3.90 and €5.00. Anomalies such as the sharp drop to €0.01 on May 28, 2025, are attributable to isolated technical transactions with minimal volume—a common feature of illiquid stocks. Other share classes (CRAL-P-A, CRAL-P-A1, CRAL-P-A2, CRAL-P-A3, CRAL-P-A4) are practically inactive.

The current shareholder structure highlights the lack of free float. The Republic of Croatia holds 98.92% of the company, followed by JANAF d.d. with 0.22%, Zagreb Airport with 0.13%, and several minor stakeholders: Croatian Lottery and Pragusa ONE Ltd. (0.04% each), HP d.d. (0.03%), Tankerokomerc d.d. (0.02%), and two individual shareholders with 0.02% and 0.01% respectively. With such concentrated ownership, public trading remains marginal.

This latest debt-to-equity conversion is another step in the government’s ongoing efforts to stabilize the national carrier, whose long-term survival has depended on repeated recapitalizations.

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