OHB: Upsized private placement worth EUR 900 million successfully completed

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT DISCLAIMER AT THE END OF THIS RELEASE. OHB: Upsized private placement worth EUR 900 million successfully completed

• Total offer size of the private placement of the first tranche of new shares amounts to EUR 900 million[1]; gross proceeds to OHB amount to approximately EUR 482 million
• Transaction upsized by EUR 50 million of existing KKR shares to cater to very strong demand
• Private placement of 1,605,388 new shares and 1,394,612 existing shares from KKR (including 369,500 overallotment shares) successfully placed at EUR 300.00 per share
• Free float expected to increase to slightly over 20%; Fuchs Family will continue to hold more than 60%, while KKR will hold around 20% of the company after the offering (assuming full exercise of the Greenshoe Option and issuance of all shares offered in the rights offering)
• Rights offering for existing minority shareholders scheduled from June 25 to July 8, 2026; trading of subscription rights on the Frankfurt Stock Exchange from June 25 to July 3, 2026
• Trading of the first tranche of new shares on the Frankfurt Stock Exchange (Prime Standard) expected to commence on June 26, 2026

Today, OHB (ISIN: DE0005936124, Prime Standard), Europe’s leading independent space prime, announces the successful completion of its private placement for institutional investors in connection with its capital increase and free float expansion.

A total of 1,605,388 of the first tranche of newly issued shares and 1,394,612 existing shares from the holding of Orchid Lux HoldCo S.à r.l. (“Orchid Lux”)[2] were allocated at a placement price of EUR 300.00 per share. This included up to 369,500 existing shares from the Greenshoe Option granted by KKR (via Orchid Lux) to the Stabilization Manager at the placement price.

The total offer size of the private placement has been upsized by EUR 50 million to EUR 900 million. The transaction attracted very strong demand from institutional investors.

Gross proceeds from the issuance of the new shares amount to approximately EUR 482 million which will flow entirely to OHB. KKR (via Orchid Lux) will receive the proceeds from the sale of existing shares separately. Following the completion of the private placement and assuming full exercise of the Greenshoe Option and issuance of all shares offered in the rights offering, the free float of OHB is expected to increase to approximately 20%.

The Fuchs family is not selling any shares and will remain the majority shareholder of OHB, holding more than 60% of the share capital. KKR will retain a share of around 20% in OHB.

Marco Fuchs, Chief Executive Officer of OHB, said: “The very strong interest from a diverse set of investors including domestic investors, thematic sector funds and blue-chip global funds alike confirms that OHB is at the center of Europe’s booming space industry. With this reinforcement of our financial base, we are ideally positioned for the next phase of sustained growth for OHB.”

Rights offering and commencement of trading
Following the private placement, existing minority shareholders with subscription rights, or purchasers of subscription rights will be entitled to subscribe for new shares at a price of EUR 300.00 per share during the subscription period from June 25 to July 8, 2026. The subscription ratio is 45:4, meaning that every 45 existing shares entitle the holder to subscribe for 4 new shares. Assuming all new shares are issued under the rights offering, OHB's gross proceeds will increase to approximately EUR 511 million.

The subscription rights will be tradeable on the Frankfurt Stock Exchange from June 25 to July 3, 2026, enabling shareholders who do not wish to subscribe to sell their rights in the market during this period. Trading of the first tranche of new shares is expected to commence on June 26, 2026, and trading of the second tranche on July 14, 2026, respectively.

For further information, please visit OHB’s Investor Relations website: https://www.ohb.de/en/kapitalerhoehung.

Deutsche Bank, Goldman Sachs, J.P. Morgan, KKR Capital Markets and Rothschild & Co Redburn acted as Joint Global Coordinators and Bookrunners. Berenberg, COM-MERZBANK, Jefferies and UniCredit acted as Joint Bookrunners.

Investors are advised that any acquisition of shares leading to holding or attribution of 3% or more in the share capital or the voting rights of the Company would require a notification to the Italian authorities under the so-called Golden Power Rules and any such acquisition would be subject to the approval of the Italian authorities. Any failure to file such a notification could incur significant fines.

Disclaimer
This announcement is an advertisement for the purposes of the prospectus regulation EU 2017/1129, as amended (“Prospectus Regulation”). It does not constitute an offer to purchase any shares in OHB SE (the “Company”) and does not replace the securities prospectus which will be available free of charge on the Company’s website. The approval of the securities prospectus by the German Federal Financial Supervisory Authority (Bafin) should not be understood as an endorsement of the investment in any shares in the Company. Investors should purchase shares solely on the basis of the prospectus (including any supplements thereto, if any) relating to the shares and should read the prospectus which is yet to be published (including any supplements thereto, if any) before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the shares. Investment in shares entails numerous risks, including a total loss of the initial investment. This announcement constitutes neither an offer to sell nor a solicitation to buy shares, sell or buy subscription rights, or exercise subscription rights.

This announcement may not be published, distributed or transmitted in the United States of America (the “United States” or “U.S.”) (including its territories and possessions, any State of the United States and the District of Columbia), Canada, Australia, South Africa or Japan. This announcement does not constitute an offer of securities for sale, a solicitation of an offer to purchase securities, sell or purchase subscription rights or exercise subscription rights (the “Securities”) of the Company in the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The information in this announcement does not contain or constitute an offer to acquire, subscribe or otherwise trade in shares in the Company in any jurisdiction. The Securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). There will be no public offering of the Securities in the United States or any other jurisdiction other than Germany. Any sale in the United States of the securities mentioned in this communication will be made solely to persons reasonably believed to be qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act. The Securities of the Company have not been, and will not be, registered under the Securities Act. The securities referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa or Japan subject to certain exceptions. There will be no public offer of the securities in Australia, Canada, South Africa or Japan.

In member states of the European Economic Area (other than Germany) (the “Relevant States”), no offer to the public of any Securities which are the subject of this offering has been and will be made in any Relevant State. In any Relevant State, this announcement will only be addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(e) Prospectus Regulation. This announcement is not being distributed to, and must not be passed on to, the general public in the United Kingdom. In the United Kingdom (the “UK”), this announcement is only addressed to and directed at persons who are “qualified investors” as defined under paragraph 15 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (POATR) and who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.), or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). In the UK, this document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. In the UK, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The information contained in this announcement is for background information purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. Certain market positioning data about the Company included in this announcement is sourced from or based on third-party sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the fairness, quality, accuracy, relevance, completeness or sufficiency of such data. Such research, estimates and forecasts, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. Accordingly, the Company, Orchid Lux HoldCo S.à r.l., Luxembourg (the “Selling Shareholder”), and the Underwriters (as defined below) expressly disclaims any responsibility for, or liability in respect of, such information and undue reliance should not be placed on such data.

Certain statements contained in this release may constitute “forward-looking statements” that involve a number of risks and uncertainties. Forward-looking statements are generally identifiable by the use of the words “may”, “will”, “should”, “could”, “plan”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “project”, “predict”, “goal” or “target” or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions, forecasts, estimates, projections, opinions or plans that are inherently subject to significant risks, as well as uncertainties and contingencies that are subject to change. No representation is made or will be made by the Company that any forward-looking statement will be achieved or will prove to be correct. The actual future business, financial position, results of operations and prospects may differ materially from those projected or forecast in the forward-looking statements. Accordingly, readers of this announcement are cautioned against relying on any information contained in this announcement.

The date of the admission to trading of shares of the Company on the regulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange as well as the date of the admission of the subscription rights and fractional amounts of subscription rights on the regulated market (XETRA and XETRA Frankfurt Specialist) of the Frankfurt Stock Exchange (together, the “Admission”), may be influenced by things such as market conditions. There is no guarantee that Admission will occur and no financial decision should be based on the intentions of the Company in relation to Admission at this stage. Acquiring investments to which this release relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making such investments should consult an authorized person specializing in advising on such investments. This release does not constitute a recommendation concerning the offering. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the offering for the person concerned. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Neither the Company, the Selling Shareholder nor Deutsche Bank Aktiengesellschaft, Goldman Sachs Bank Europe SE, J.P. Morgan SE, KKR Capital Markets (Ireland) Limited, Rothschild & Co Global Markets Solutions (Europe) S.A., COMMERZBANK Aktiengesellschaft, Jefferies GmbH, Joh. Berenberg, Gossler & Co. KG, and UniCredit Bank GmbH (the “Underwriters”), nor any of their respective affiliates, nor any other person assume any obligation to update, and do not expect to publicly update, or publicly revise, any forward-looking statements or other information contained in this release, whether as a result of new information, future events or otherwise, except as otherwise required by law.

The Underwriters are acting exclusively for the Company and the Selling Shareholder and no-one else in connection with the private placement. They will not regard any other person as their respective clients in relation to the private placement and will not be responsible to anyone other than the Company and the Selling Shareholder for providing the protections afforded to its clients, nor for providing advice in relation to the offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the private placement, the Underwriters and their respective affiliates may take up a portion of the shares offered in the private placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the private placement or otherwise. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of the Company. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.

None of the Underwriters or any of their respective affiliates, directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to the Company, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.

Solely for the purposes of the product governance requirements contained within: (i) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”), (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II, and (iii) local implementing measures (together, the “MiFID II Product Governance Requirements”), and (iv) in respect of the United Kingdom, the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFID Product Governance Requirements”, and together with the MiFID II Product Governance Requirements, the “Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Securities have been subject to a product approval process. As a result, it has been determined that such Securities are (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and, in respect of the United Kingdom, the FCA Handbook; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II and, in respect of the United Kingdom, the FCA Handbook (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors (for the purposes of the Product Governance Requirements) should note that: the value and price of the Securities may decline and investors could lose all or part of their investment. The Securities offer no guaranteed income and no capital protection; and an investment in the Securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the planned offering. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II, or, in respect of the United Kingdom, the FCA Handbook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Securities. Each distributor is responsible for undertaking its own target market assessment in respect of the Securities and determining appropriate distribution channels.

In connection with the offering, one or more of the Underwriters, acting for the account of the other Underwriters, would act as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse, as amended, in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052 of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), and must be terminated no later than 30 calendar days after starting on the date the Company’s shares commence trading date (the “Stabilization Period”), or earlier if the end of the Stabilization Period falls on a public holiday, Saturday or Sunday. Stabilization measures may result in a market price that is higher than would otherwise prevail. However, the Stabilization Manager is under no obligation to take any stabilization measures and any stabilization action, if begun, may cease at any time. There can be no assurance that stabilizing measures will be undertaken. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra.

THIS DOCUMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ADVERTISEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUS.