The ProSiebenSat.1 Annual General Meeting made it clear – the rift is very deep. Since the shareholders' meeting, it seems extremely unlikely that a bridge can be built. On the one side are the Executive Board, and the Chairman of the Supervisory Board Andreas Wiele, on the other the major Italian shareholder Media For Europe (MFE) and the Czech investment group PPF. MFE and PPF are united in their disappointment with the low share price. It has more than halved since May 2021.

Together, the two major shareholders hold 40% of the voting rights. Their position dominated the voting at the shareholders' meeting on April 30. But MFE's proposal to begin preparations to spin off the online business from the core Entertainment segment failed. Just under 71% fell slightly short of the required three-quarters majority. But it sent a clear signal.

Regardless of the disadvantages that a split-up of the Group might have, the result of the vote makes it clear that the pressure on the Executive Board is growing enormously. ProSiebenSat.1 interprets the blocking of the spinoff plan as confirmation of its strategy, because the „independent“ shareholders support the position of the management. That sounds like whistling in the dark. At the same time, this attitude shows how deep the rift is with the largest shareholder.

The pressure on the Management Board is also increasing due to the new composition of the Supervisory Board. Both MFE and PPF were able to push through their respective candidates with mutual help. Things got even worse for Supervisory Board Chairman Wiele and the Management Board. Wiele's deputy Rolf Nonnenmacher was removed at the request of MFE, and even without PPF voting in favour. A second candidate from MFE is moving up.

Of the nine members of the Supervisory Board, four are now affiliated with MFE, even though the Italians describe their two newly appointed compatriots as independent. PPF also emphasises the independence of the elected German media manager Christoph Mainusch. Together, MFE and PPF can nevertheless count on six of the nine members. A clear majority.

This means they can step on the toes of the board members, not extend their contracts at the next opportunity and replace Wiele as chairman of the supervisory board. The situation is exacerbated by the fact that MFE was also successful with its application to amend the company's articles of association. The threshold for M&A transactions for which the Management Board requires the approval of the Supervisory Board has been halved to 50 million euros. In addition, the supervisory body will be given a stronger position for financial and investment planning.

MFE's patience is exhausted, and is calling on the Management Board to leave its comfort zone. Mutual trust has suffered badly. CEO Bert Habets and his two fellow board members are under considerable pressure to achieve success with the sale of stakes in some units. At the top of the list are the consumer portal Verivox, and online perfumery Flaconi. The Executive Board is in a dilemma. It wants to wait for favourable market conditions, in order to achieve the highest possible prices, and thus reduce ProSiebenSat.1's net debt. But the clock that MFE has set is ticking and ticking.

The power struggle with the major shareholder poisoned the atmosphere even before the Annual General Meeting. Now it is almost inconceivable that both sides will come together. Improved operating numbers and a rising share price could take some of the heat out of the dispute. However, this will only be possible if the economy picks up, and the television advertising business recovers. And the big question still remains. What exactly are MFE's plans for ProSiebenSat.1? Will there be a takeover bid or not? The poker game continues. The pinpricks against the Executive Board will become more frequent.