Beneath OHB's €0.60 Dividend Lies a €1.2 Billion Dilution Risk

OHB AGM to vote on €1.2B convertible bond authorization, risking 20% dilution; stock down 46% from high, but revenue up 15%.

Monday's annual general meeting of OHB SE has the outward appearance of a routine corporate ritual. Shareholders are being asked to approve a €0.60-per-share dividend for the 2025 financial year and to elect Dr Theodor Weimer to the supervisory board, replacing the departing Claire Wellby. But the real gravity of the event lies elsewhere. Lurking on the agenda is a request for capital authorisations that could fundamentally reshape the equity structure of the German space company.

Management is seeking the green light to issue convertible or option bonds worth up to €1.2 billion, with the window extending to mid-2031. Alongside that, a new conditional capital increase equivalent to 20% of the current share capital is proposed, plus additional conditional capital for stock options. Critically, the board can exclude pre?emptive rights for existing shareholders, opening the door to severe dilution. The vote on Monday will determine whether the €372.50 stock – already nursing a 9.15% single-day loss from Friday – faces an even more volatile future.

The AGM will be held virtually from 10:00 CEST. Aktionäre must have their proxy instructions in by 18:00 CEST on Sunday 7 June if sent by post or email, or by 12:00 CEST via SWIFT. Votes can be cast through the portal until the start of the meeting. The outcome is far from predetermined, and the market is watching closely.

OHB’s shares have been on a wild ride. At Friday’s close of €372.50, the stock has tumbled 45.86% from its 52-week high of €688.00. Still, the year?to?date gain of 206.58% shows just how much ground had been won in earlier sessions. The weekly performance was a 14.47% slide, with the capital-measure news adding to the selling pressure.

Operationally, the company remains on a solid footing. For the first quarter of 2026, OHB reported total revenue of €279.3 million, up 15% year?on?year. Adjusted EBITDA came in at €27.3 million, and the order backlog stood at €3.354 billion at the end of March, underscoring a well?filled project pipeline. The next financial milestones arrive on 6 August for second?quarter results and 12 November for the third quarter.

On the mission front, OHB has officially begun construction of the RAMSES spacecraft for the European Space Agency. The probe is designed to study the asteroid Apophis during its exceptionally close fly?by of Earth in April 2029. With a launch window set for spring 2028, the timetable is tight: OHB Bremen will build the spacecraft structure and integrate international components, while its Milan subsidiary supplies the central electronics module. Technological prestige is not in doubt, but it is the capital structure that will dominate Monday’s proceedings.

For now, the near?term direction of the stock depends almost entirely on how shareholders vote. Approving the €1.2?billion authorisation could amplify the already high volatility, while a rejection would remove the immediate dilution threat. Either way, the AGM will set the tone for OHB’s trajectory far beyond the dividend payout.