Corporate Governance Declaration
The Corporate Governance Declaration pursuant to Section 315d and Section 289f of the German Commercial Code (HGB) includes the Declaration of Conformity pursuant to Section 161 of the German Stock Corporation Act (AktG), relevant information on corporate governance practices, a description of the working methods of the Management Board and Supervisory Board, as well as targets for the composition of the Supervisory Board and the status of target achievement. The declaration also contains information on the Supervisory Board's self-assessment, information on succession planning in the Management Board and targets for the proportion of women and their compliance. It also contains information on the remuneration of the members of the corporate bodies and their shareholdings, on directors' dealings and on the Annual General Meeting.
Declaration of conformity in accordance with Section 161 AktG
The declaration of conformity with the German Corporate Governance Code can be found at the following website:
Information on corporate governance practices
As the Group's parent company, OHB SE assumes the function of an active holding company for the OHB Group. The operating business is primarily conducted by domestic and foreign subsidiaries and participations. Compliance with corporate governance requirements is ensured by means of Group directives, internal guidelines and rules contained in the bylaws and business instructions of the subsidiaries and participations. The major operating subsidiaries also have their own Supervisory or Advisory Board, which monitors and advises the respective management.
The Code of Conduct is our basis for good corporate governance. It contains minimum standards which are binding for all employees and every executive body of the OHB Group worldwide. Ten principles have been formulated to concretize:
- We are aware of the prerequisites for long-term and sustainable corporate success.
- We comply with applicable law at local, national and international level.
- We pay attention to responsible corporate governance.
- We encourage our employees to raise issues openly and without fear of reprisal. Employees who in good faith raise concerns about matters within the company must not suffer any disadvantages as a result.
- We treat each other with respect and trust. We provide a working environment that is free of discrimination.
- We promote the qualifications and competence as well as the commitment and performance of all employees.
- Everyone has the right to freely express their opinion on matters concerning the company.
- We disclose potential or actual conflicts of interest and resolve them as quickly as possible.
- We handle company property or other company assets responsibly.
- We observe national and international regulations for the import and export of goods and services.
Further principles relate to dealings with business partners and third parties, the handling of information and the treatment of people and the environment.
In addition, there are further external and internal provisions that form the basic structure for the organization of responsible, transparent, and value-oriented corporate governance. These include, in particular, statutory requirements, the recommendations of the German Corporate Governance Code, the Rules of Procedure and Articles of Association of the Supervisory Board and the Management Board respectively, as well as guidelines and values.
In addition, OHB SE is managed in accordance with sustainability and diversity principles.
Sustainability approach
OHB is deeply committed to contributing to sustainable economic development. We are mindful of our corporate responsibility and aim to preserve the foundations of life and opportunities for future generations. In doing so, we utilize space to find answers to the complex questions of our time.
From an organizational perspective, sustainability management reports to the Executive Board of OHB SE. In doing so, OHB underscores the strategic importance of sustainability for its corporate identity and steers its practical implementation from the highest level.
The sustainability mission statement, which is underpinned by an integrated sustainability management system, is an integral part of the corporate strategy and summarizes OHB’s principles of corporate responsibility, which are in line with the commitment to sustainable business practices:
- We think in an integrated and future-looking way, taking ethical, social and ecological issues into account.
- We are actively working to make our Company and our products more sustainable.
- We use our knowledge from space to develop sustainability solutions and thus enable the sustainability of others.
- We use our expertise in space technology to develop sustainability solutions, thereby enabling others to achieve sustainability.
On October 28, 2024, the OHB SE Executive Board and the heads of the SPACE SYSTEMS, ACCESS TO SPACE, and DIGITAL business segments adopted the sustainability strategy. The strategy outlines the key sustainability-related areas of focus, along with their objectives and performance indicators for successful implementation. On December 8, 2025, the sustainability-related areas of focus and objectives were reviewed, refined, and confirmed once again by the Executive Board of OHB SE.
Diversity Principles
The Executive Board and Supervisory Board are expressly committed to diversity throughout the OHB Group.
According to this, diversity means:
- Appreciation and respect for the uniqueness of each individual with their particular skills and talents,
- Equality and fairness of opportunity at all levels,
- Avoidance of any form of discrimination, and
- Conviction that diversity promotes creativity and innovation. Thus, it represents both an enrichment of the corporate culture and a success factor for achieving strategic goals.
In today’s society, which is strongly shaped by demographic change, the OHB Group views diversity as an indispensable pillar of our corporate culture. That is why we strive to value and foster the individual skills, competencies, and talents of our employees. The diversity of our workforce holds the potential for continuous improvement. OHB views diversity as a benefit for the company, for all employees, and for society. It is the bond that fosters loyalty among employees, motivates teams, and strengthens cohesion.
Working methods of the Management Board and Supervisory Board
Management Board
The Management Board shall manage the Company on its own responsibility.
The members of the Management Board shall conduct the business of the Company in accordance with the law, the Articles of Association, the Rules of Procedure for the Management Board issued by the Supervisory Board, their Management Board contract, the Management Board resolutions, and other general corporate rules. The Chief Executive Officer coordinates the work of the Members of the Management Board. Information on the composition of the Management Board can be found on the following website:
The specific scope of their management authority is set forth in the Executive Board’s division of responsibilities. In accordance with the provisions of the division of responsibilities, each member of the Executive Board assumes responsibility for the substance of a defined area of responsibility. Regardless of this, the members of the Executive Board share joint responsibility for the management of the company. Resolutions of the Executive Board are primarily adopted at Executive Board meetings, but may also be adopted through written procedures or other forms of communication.
Supervisory Board
The Supervisory Board appoints, oversees, and advises the Executive Board and is directly involved in decisions of fundamental importance to the company. The Supervisory Board carries out its duties in accordance with statutory provisions, the Articles of Association, the Rules of Procedure for the Supervisory Board, and its own resolutions. The Chair of the Supervisory Board coordinates the work of the Supervisory Board. In accordance with the Articles of Association, the Supervisory Board consists of five members.
Resolutions of the Supervisory Board are primarily adopted at Supervisory Board meetings, but also through written procedures or other means of communication. In 2025, seven meetings of the Supervisory Board took place.
Committees of the Supervisory Board
The Supervisory Board of OHB SE has delegated specific tasks to four committees, which prepare and advise on these matters in greater depth on behalf of the Supervisory Board. The Audit Committee and the Personnel Committee each consist of four members of the Supervisory Board, while the ESG, Corporate Governance, and Nominating Committee and the Technology Committee each consist of three members of the Supervisory Board. Further information can be found on the following website:
Self-assessment of the Supervisory Board
In the fourth quarter of 2025, the members of the Supervisory Board conducted a self-assessment of their activities on the Supervisory Board and the work of its committees. The self-assessment was initially carried out using a matrix developed specifically for this purpose, which was used to examine individual aspects of the Supervisory Board’s activities. The board then thoroughly reviewed the individual results of the self-assessment at the meeting of the ESG, Corporate Governance, and Nominating Committee on December 16, 2025, and at the Supervisory Board meeting on December 18, 2025, and drew constructive conclusions for the Supervisory Board’s future work.
Cooperation between the Management Board and the Supervisory Board
The Management Board informs the Supervisory Board regularly and comprehensively about order intake, total revenues, earnings and capacity utilization at OHB SE, the Group and the individual business segments. In addition, it reports to the Supervisory Board on an ongoing basis on corporate planning, strategic development, material investment projects and the Company's risk situation.
Diversity concept for the Management Board and Supervisory Board
Succession planning
OHB views diversity on the Executive Board and Supervisory Board as a guarantee of successful corporate governance. Diversity should be reflected above all in the variety of individual backgrounds and qualifications of the members, as well as in the representation of women and men on both bodies. The central goal in appointing members to these bodies has been and remains to combine established industry expertise in the aerospace sector with relevant leadership experience in a corporate environment.
In addition to the targeted recruitment of promising external candidates, the company places particular emphasis on systematically building an internal pool of candidates drawn from the management ranks of the Group’s subsidiaries. The “Generational Transition in Key Positions” project, initiated in 2020 on behalf of the Supervisory Board, is designed to ensure the targeted preparation of internal talent for Executive Board and Supervisory Board positions. In selecting the group of participants, central importance is again placed on the criteria of gender and qualification diversity. In addition, international experience, the greatest possible professional diversity, and increased age diversity are of great importance to us. As part of this project, the OHB SE Supervisory Board, under the leadership of its Chair, conducts regular progress reports and an assessment of the staffing situation in the key positions of the OHB Group.
Goals for the Composition of the Supervisory Board
OHB SE aims to ensure that the composition of the Supervisory Board considers the above-mentioned diversity criteria and has formulated the following targets regarding the composition of the Supervisory Board. The members of the Supervisory Board as a whole and not each member individually should have the following competencies:
- Expertise in the aerospace industry with a focus on space technology
- Several years of international practical experience in industry and public organizations/agencies
- In-depth, long-standing knowledge in the areas of finance, accounting, bookkeeping and administration
- In-depth, long-standing knowledge in the areas of sustainability management and ESG
In addition, the diversity concept is to be taken into account, in particular with the aim of avoiding an exclusively heterogeneous composition of the Supervisory Board. In addition, a combination of members from the technical and the commercial area is intended.
Progress in achieving the objectives
With Supervisory Board Chairman Robert Wethmar, a partner at an international law firm, and Dr. Hans Königsmann, a longtime vice president at the U.S. aerospace company Space Exploration Technologies Corp. (SpaceX), the Supervisory Board possesses extensive international experience and the expertise it seeks. Ingo Kramer, the long-time managing director of the family-owned company J. Heinr. Kramer, with cross-industry experience as a managing partner and an active member of economic and political organizations, Raimund Wulf, with his decades of capital markets experience at various financial institutions, and Claire Wellby, a director at KKR with several years of experience in private equity and investment banking, round out the Supervisory Board’s expertise with their extensive business experience. Overall, the desired diversity was achieved to a high degree through the composition of the board.
According to the assessment of the shareholder representatives on the Supervisory Board, the appropriate number of independent shareholder representatives is two. In the past fiscal year, the Supervisory Board consisted of the following independent shareholder representatives: Robert Wethmar, Ingo Kramer, and Dr. Hans Königsmann.
Act for the equal participation of women and men in management positions in the private and public sectors
The Act on Equal Participation of Women and Men in Leadership Positions has been in effect in Germany since May 1, 2015. Its key provisions have also been incorporated into the German Corporate Governance Code. Listed companies and companies subject to co-determination are required to set their own targets regarding the proportion of women on their executive boards and in the two highest management levels below the executive board, and to publish these self-defined targets along with a deadline for achieving them.
At its meeting on December 19, 2024, the Supervisory Board of OHB SE adopted the following resolution: The Supervisory Board of OHB SE sets the target for the proportion of women on the company’s Supervisory Board at 20% and on the company’s Executive Board at 20%. These targets are to remain in effect until December 31, 2026. The 20% quota for the Supervisory Board was achieved in the past fiscal year. The quota set for the Executive Board was also achieved.
The resolutions setting the targets at 30% for the first level below the Executive Board and at 40% for the second level remained unchanged. These targets will remain in effect until December 31, 2026. These targets were met in the past fiscal year.
Remuneration
The Remuneration Report for the 2025 fiscal year, the auditor’s note pursuant to Section 162 of the German Stock Corporation Act (AktG), the current remuneration system pursuant to Section 87a, paragraphs 1 and 2, sentence 1 of the German Stock Corporation Act (AktG), and the most recent resolution on remuneration pursuant to Section 113, paragraph 3 of the German Stock Corporation Act (AktG) will be available on the following website after their publication:
Shareholdings of the Management Board and Supervisory Board
As of the balance sheet date of December 31, 2025, Daniela Schmidt, a member of the Executive Board, held 600 shares.
Directors‘ Dealings
During the 2025 reporting year, no securities transactions were conducted by members of the Executive Board and the Supervisory Board or by related legal entities.
Annual General Meeting
OHB SE's shareholders exercise their co-determination and control rights at the Annual General Meeting, which is held at least once a year. This resolves on all matters determined by law with binding effect for all shareholders and the Company. Each share entitles the holder to one vote. Every shareholder who registers in good time is entitled to attend the Annual General Meeting. Shareholders who are unable to attend in person may have their voting rights exercised by a bank, a shareholders' association, the proxies appointed by OHB who are bound by instructions or any other proxy of their choice.
In the run-up to the Annual General Meeting, shareholders are provided with comprehensive information on the past fiscal year and the individual items on the agenda of the upcoming Annual General Meeting in the annual report, which is also available on our website, and in the invitation to the Annual General Meeting. All documents and information on the Annual General Meeting and the annual report are available at the following address:
