Shareholder Rebellion Looms at OHB's AGM as DSW Challenges €1.2 Billion Capital Authorization

The German space and technology group OHB SE heads into its annual general meeting on June 8 with a brewing governance conflict that threatens to overshadow strong first-quarter results. Germany's leading shareholder protection association, the DSW, has publicly urged investors to reject key proposals on the agenda, particularly the request for a sweeping €1.2 billion authorization to issue convertible bonds, options, and profit-sharing certificates through 2031.

A virtual shareholder meeting without physical attendance, the AGM requires registrations by June 1 and written statements on agenda items by June 2. At its heart lies a classic tension between management's need for financial flexibility and the risk of dilution for existing shareholders. The DSW objects to the conditional capital increase of up to 20% of current share capital—equal to roughly 3.8 million new shares—that would underpin the new instruments. It also opposes an amendment to the existing Authorized Capital 2025 that would expand the board's ability to exclude subscription rights in certain compensation-related scenarios, including shares tied to contractual remuneration with a minimum two-year holding period.

The battle lines extend beyond capital structure. DSW also recommends voting against management proposals on items 3 and 7, citing a failure to comply with the German Corporate Governance Code. No individual maximum compensation amount in euros per board member has been set, the association argues, leaving executives without a position-specific cap—a persistent sore point at OHB.

Should investors sell immediately? Or is it worth buying OHB SE?

On the dividend front, the proposal offers less controversy: €0.60 per share, based on 19,152,920 entitled shares, for a total payout of approximately €11.5 million. If approved, the payment would fall due on June 11. That stands in stark contrast to the high-stakes vote on the capital measures, which will determine how much room the management team has to fund large-scale satellite and constellation projects in the years ahead.

Operationally, the company is firing on all cylinders. First-quarter 2026 total revenues rose 15% to €279.3 million, while adjusted EBITDA climbed to €27.3 million. The order backlog swelled to €3.354 billion from €2.314 billion a year earlier, with the Space Systems segment accounting for €2.683 billion of that total. Net income also jumped: EBIT more than doubled to €15.2 million from €7.7 million in the prior-year period, and EBITDA reached €25.7 million versus €17.3 million.

Yet the market has not rewarded the momentum. Shares on Xetra closed Friday at €442.50, a 5.25% decline on the day, after ranging from €420.50 to €477.50 on below-average volume of just under 15,000 shares. The intraday low now marks a key support level as investors digest the governance noise ahead of the June 8 votes. With a strong business case in space infrastructure but a shareholder base wary of dilution, OHB's management faces a careful balancing act—satisfy the capital needs of a growing enterprise without alienating the owners who must approve them.

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