OHB SE's Record €3.35 Billion Order Book Spurs €1.2 Billion Capital Programme and a Changed Dividend Landscape

German space and defence group OHB heads into its AGM with a record €3.35B order book, seeking up to €1.2B in convertible bonds and warrants, while ending a tax-free dividend policy.

The German space and defence group OHB SE heads into its annual general meeting with its strongest ever order book and a clear need for financing firepower. Management has put forward a hefty capital-raising mandate alongside a dividend proposal that ends a long-standing tax break, framing the June 24 virtual gathering as a pivot point for the company's next growth phase.

Operational momentum is undisputed. In the first quarter, total output climbed 15% to roughly €279 million, while operating profit doubled to €15.2 million. The order backlog hit a record €3.35 billion, underpinned by rising European spending on defence and space programmes. The executive board has set a 2028 target of €2 billion in total output, banking on the "Space Systems" core segment to deliver.

To fund that ambition, the board and supervisory board are seeking sweeping authorisations. The centrepiece is a proposed mandate to issue convertible bonds, warrant-linked bonds, participating rights and similar instruments with a total face value of up to €1.2 billion through to 2031. The conditional capital earmarked for conversion or exercise corresponds to 20% of the current share capital. A pre-emptive rights waiver is also on the table, capped at 10% of share capital, with treasury shares and shares from authorised capital counted against that limit if issued without subscription rights.

Alongside that, a stock option plan would allow up to 576,447 subscription rights for the same number of new shares to be granted to board members, employees and executives of affiliated companies. The authorisation runs until June 2031, with the conditional capital limited to 3% of the current share capital. New shares will only be created when options are exercised and OHB does not use treasury shares to service them.

The dividend story is shifting. Management is proposing a payout of €0.60 per share. Until now, that amount reached domestic investors tax-free because it was drawn from the contributed surplus account, meaning no withholding tax was due. The latest annual financial statements show no such withdrawal from capital reserves in the past year, so the mid-June payment will be treated as a standard, taxable dividend.

The change has limited financial sting, however. OHB's shares have rallied sharply from a low of around €63 over the past twelve months, compressing the dividend yield to between 0.10% and 0.15% at current levels. With the Fuchs founding family holding a clear voting majority and US investor KKR controlling nearly a third of the shares via Orchid Lux HoldCo's 28.64% stake, the free float remains tiny. The market's focus has long since moved from income to growth.

A KKR-aligned candidate is standing for election to the supervisory board. The nominee is an executive advisor at KKR, the private equity firm whose advised or managed entities are indirectly involved in Orchid Lux HoldCo. OHB's share capital stands at €19,214,905, divided into the same number of no-par shares, of which the company itself holds roughly 62,000 treasury shares without voting rights.

The entire meeting will be conducted virtually via a dedicated shareholder portal, with countermotions published on the company's website after the May 24 deadline. The coming weeks will test whether OHB can convince investors that its record order flow and organic growth prospects justify both the ambitious capital programme and the evolution of its dividend policy.