OHB's €1.2 Billion Authorization Sparks Proxy Fight as Stock Slides Ahead of Virtual AGM

OHB SE enters a pivotal week with its share price nursing a 5.25% loss and a shareholder revolt brewing over the company's plan to secure up to €1.2 billion in new financing instruments. The Bremen-based space specialist closed Friday at €442.50 on Xetra, after a volatile session that saw the stock swing between €420.50 and €477.50 on volume of just 14,873 shares. The thin trading — a consequence of the company's tiny free float — has amplified price moves, making the June 8 virtual annual general meeting a critical venue for investor sentiment.

The Deutsche Schutzvereinigung für Wertpapierbesitz (DSW), Germany's influential shareholder protection association, has thrown its weight against several proposals on the agenda. It recommends a "no" vote on items 3 and 7, which relate to executive compensation, citing a lack of individual maximum amounts per board member as required by the German Corporate Governance Code. More critically, the DSW opposes items 9 and 11, which would grant management sweeping powers to issue convertible bonds, warrant-linked debt, and profit participation rights totaling up to €1.2 billion, with the ability to exclude pre-emptive rights for existing shareholders.

Under item 9, the board seeks to create conditional capital 2026/I of up to €3,842,981 — equivalent to 20% of the current share capital — to service the new instruments. Item 11 would extend the existing authorized capital 2025, already valid until June 2030 and capped at €9,607,452, by adding new scenarios where pre-emptive rights can be waived, including shares issued as part of contractual remuneration agreements subject to a two-year lock-up. The DSW argues that the combination of these authorizations risks substantial dilution for long-term holders, especially given that the Fuchs family already controls the majority while KKR holds roughly 29%.

The governance clash arrives against a backdrop of solid operational performance. In the first quarter of 2026, OHB grew total output by 15.2% to €279.3 million. EBITDA jumped to €25.7 million from €17.3 million a year earlier, while EBIT nearly doubled to €15.2 million. Earnings per share came in at €0.52. The order backlog stood at €3.3536 billion as of March 31, underpinned by strong demand for satellite systems and launch-vehicle components. For the full year 2025, revenue expanded around 21%.

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Operationally, the company is pressing ahead on multiple fronts. The ESA Ramses mission to study the asteroid Apophis took a concrete step in late May, with OHB Italia designated as the prime industrial contractor. Separately, the group signed a contract for the development of a communications antenna on the sidelines of a conference in Amsterdam. In a strategic pivot toward military space, OHB, together with Helsing and Kongsberg Defence, launched the joint venture KIRK to serve a fast-growing segment beyond traditional civil applications.

Investors will also vote on a dividend of €0.60 per share, based on 19,152,920 eligible shares and a total payout of €11.49 million. If approved, the payment would be due on June 11. The dividend proposal is seen as the least contentious item on the agenda.

Market observers note that the stock's recent weakness has less to do with fundamentals than with the ownership structure. The limited free float makes OHB acutely sensitive to shifts in trading volume. The upcoming SpaceX IPO on June 12 adds another layer of uncertainty: while it could lift the valuation of the entire space sector, it might also divert attention and capital away from smaller listed players like OHB.

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With KKR holding a significant minority and the Fuchs family firmly in control, the AGM will test whether institutional shareholders are willing to push back on management's capital plans despite the company's strong underlying business. The DSW's explicit opposition ensures the vote on items 9 and 11 will be closely watched — and could set the tone for how tightly the board is held to account on dilution and governance standards.

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