Before the eagerly awaited vote on the future of the ProSiebenSat.1 television group, the management and the main shareholder MFE are going head-to-head.

At the Annual General Meeting on Tuesday, a representative of the MFE holding company, which is controlled by the Italian Berlusconi family, reiterated the demand rejected by the Executive Board and Supervisory Board that ProSiebenSat.1 should prepare a spin-off of all non-core activities. "The strategy of the last five years has destroyed a considerable amount of value and the strategy of the last twelve months has not yet created any significant value," complained the lawyer commissioned by MFE.

A vote on the motion is eagerly awaited during the meeting. According to the company, MFE needs a majority of 75 percent of those attending the meeting to pass it. At the beginning of the virtual shareholders' meeting, 48.75 percent of the share capital was represented, according to Supervisory Board Chairman Andreas Wiele. However, attendance would change during the course of the meeting, a Group spokesperson explained on the sidelines of the meeting. MFE most recently held a shareholding of just under 30 percent. The votes of MFE alone would therefore not be sufficient for the aforementioned presence.

However, it is unclear how the second major shareholder PPF, owned by Czech billionaire Renata Kellnerova, will behave. A PPF representative did not comment on this in a speech at midday. PPF represents more than ten percent of the share capital, he said. On the sidelines of the meeting, a ProSiebenSat.1 spokeswoman put the PPF share at 11.60 percent. Together, MFE and PPF would therefore have more than 75 percent with the aforementioned presence.

SUPERVISORY BOARD ON THE SIDE OF THE EXECUTIVE BOARD

CEO Habets once again contradicted MFE's suggestion: a sale of individual holdings would be much better than a separate stock market listing of e-commerce and dating businesses. This could reduce debt. At the beginning of the meeting, Supervisory Board Chairman Andreas Wiele once again sided with the Management Board. The latter is successfully implementing the strategy adopted by the Supervisory Board.

According to MFE, it could also accept a sale of parts of the company instead of a split-up. "This proposal is explicitly about analysis and preparation and not about the implementation of a spin-off," said the MFE lawyer. A final decision would be made at a later date. "It's about creating additional options." In the opinion of the Italians, however, the management is proceeding too hesitantly when it comes to restructuring the Group.

There are also conflicts regarding the composition of the Supervisory Board. While ProSiebenSat.1 recommends three candidates for its Supervisory Board, MFE proposes two "independent candidates" of its own. PPF also wants to send an independent representative to the supervisory board.

The Deutsche Schutzvereinigung für Wertpapierbesitz (DSW) called on both sides not to conduct their conflict in public. The dispute does not reflect well on the company, said DSW representative Nikolaus Lutje. He warned that the company should not be put under time pressure: "A sale under pressure will not bring the best result."

(Report by Jörn Poltz, edited by Sabine Wollrab. If you have any queries, please contact our editorial team at berlin.newsroom@thomsonreuters.com (for politics and the economy) or frankfurt.newsroom@thomsonreuters.com (for companies and markets).)