* Top investor MFE seeks other shareholders' support for split

* MFE wants ProSieben to shed e-commerce, online dating ops

* MFE, PPF back alternative nominees for ProSieben's board

* ProSieben recommends investors reject MFE and PPF proposals

April 30 (Reuters) - Shareholders in ProSienbenSat.1 will vote on Tuesday on whether to support a push by leading investor MFE-MediaForEurope for changes at the German media group, including a proposal to part ways with its digital businesses.

MFE, the commercial broadcaster controlled by Italy's Berlusconi family, holds nearly 30% of ProSieben and has asked other investors to back its proposal for a split of e-commerce and online dating ventures from TV operations at the German group.

That meshes with MFE's strategy to build an advertising-funded European broadcast champion to counter the might of U.S. streaming giants such as Netflix and the flight of advertising investment to the likes of Meta.

MFE, which already runs TV operations in Italy and Spain, has indicated it could consider a bid for ProSieben only after it sheds its non-core businesses.

The spin-off proposal requires a 75% majority to pass, meaning MFE would likely need the support of Czech investment group PPF, which holds more than 15% of ProSieben.

It is unclear whether PPF, which owns private TV stations across six Eastern European countries, supports MFE's revamp plans.

Both investors have nominated candidates for ProSieben's supervisory board, with MFE putting forward former Italian EY auditor Simone Scettri and former Citi banker Leopoldo Attolico, while PPF proposed veteran media executive Christoph Mainusch.

ProSieben recommended that shareholders reject MFE's bid for an asset split as well as candidates backed by MFE and PPF, arguing their election "would lead to potential conflicts of interest and overrepresentation of the large minority shareholders".


Since MFE first invested in Prosieben in 2019, the Bavaria-based group has resisted MFE's calls to join its pan-European project, seeking instead a strategy to remain independent.

Its shows include "The Masked Singer" and it also airs "Germany's Next Topmodel", based on the U.S. format and hosted by Heidi Klum.

Led by former RTL boss Bert Habets since November 2022, ProSieben has suffered a series of setbacks, slashing its dividend before announcing a write-off on programming assets in December.

In response to MFE's move, it started a process to sell Flaconi, an online retailer of beauty products, and price comparison website Verivox.

If MFE's proposal goes through on Tuesday, ProSieben will be forced to study an asset split, which would require another shareholder vote next year.

(Reporting by Elvira Pollina in Milan; Additional reporting by Klaus Lauer in Berlin and Jan Lopatka in Prague; Editing by Keith Weir and Mark Potter)