At OHB, a 190x P/ E Rally Gives Way to a Capital Authorization Battle

OHB SE shares drop over 30% from peak ahead of contentious AGM on June 8, where capital measures could dilute shareholders by up to 20%, with DSW opposing key agenda items.

The space and defence group OHB SE has seen its stock shed more than 30% from a recent peak of €629, but the slide is only part of the story. With a virtual annual general meeting set for 8 June, shareholders are facing a governance clash that could dilute their holdings by as much as a fifth. The twin pressures of valuation and capital structure are now converging in unusual force.

The stock touched €662 intraday on 21 May, driven by a surge in investor enthusiasm after OHB and AI specialist Helsing announced a joint venture called KIRK to build a space-based surveillance and targeting system. The consortium includes Kongsberg Defence & Aerospace and HENSOLDT. Just two days later, the European Space Agency selected the SOVA-S satellite mission led by OHB Czechspace for further development. At the peak, the consensus price-to-earnings multiple for 2026 had ballooned to nearly 190. By 29 May, the shares had closed at €443.50, and on 1 June they opened at €464 before sliding to a low of €431.50. At roughly €442, the forward P/E still stood at about 120 — a level that leaves no room for disappointment.

That valuation backdrop makes the AGM agenda all the more contentious. Germany's main shareholder protection association, the DSW, has recommended voting against four of the 11 items: numbers 3, 7, 9 and 11. The compensation-related points draw fire because OHB fails to disclose individual maximum remuneration in euros per board member, a clear breach of the German Corporate Governance Code. But the real battle centres on items 9 and 11, which propose capital measures that could dilute existing shareholders by up to 20%.

Item 9 would authorise the management board, with supervisory board consent, to issue convertible and warrant bonds worth up to €1.2 billion until June 2031. The corresponding conditional capital amounts to 20% of the current share capital. Although the resolution preserves subscription rights in principle, the board can exclude them for odd-lot amounts, to protect holders of existing debt instruments, or in connection with cash or in-kind contributions — a broad scope that the DSW argues systematically disadvantages minority investors. Item 11 compounds the concern by proposing a blanket authority to exclude subscription rights when issuing new shares under the employee stock option programme, which covers up to 576,447 new shares (capped at 3.0% of share capital) for directors, employees and related persons.

Shareholders who have already registered can still submit voting instructions via OHB's online portal until the meeting begins, while proxies and directions by mail or email must arrive by 18:00 on 7 June. Intermediaries face a noon deadline through SWIFT. The market is already jittery: on 1 June, the stock traded at €410.00 at Lang & Schwarz, a 7.5% drop on a day that saw a spread from €407 to €474.

The next major checkpoints are the AGM itself and then the second-quarter results due on 6 August. The August numbers will show whether the operational momentum — fuelled by defence-space contracts and the ESA mission — can justify even a 120x multiple. For now, shareholders must navigate a governance standoff that could fundamentally reshape the equity story.