By Gianluca Semeraro

MILAN (Reuters) -Italy's biggest insurer Generali met forecasts on Thursday with a record 2024 profit, ahead of a key shareholder vote next month on the reappointment of CEO Philippe Donnet.

The company, historically a bulwark of Italy's financial system, is once again turning into battleground with its leading shareholders set to face off at the annual general meeting on April 24.

Three years ago, with backing from Generali's main investor Mediobanca, Donnet overcame a challenge to his leadership brought by another two shareholders - construction tycoon Francesco Gaetano Caltagirone and Delfin, the holding company of late Ray-Ban owner Leonardo Del Vecchio.

This time, after considering possible replacements, Caltagirone is not planning to back an alternative CEO candidate, sources have told Reuters, but the AGM vote could still produce a fractured board.

Generali said its adjusted net profit rose 5.4% to 3.77 billion euros ($4.10 billion) last year, while operating profit, a key figure for analysts, increased 8.2% to 7.3 billion euros.

Both figures set new records for the insurer and were in line with the company-provided analyst consensus.

Generali's solvency ratio, a measure of financial strength, fell to 210% last year from 220% in 2023, reflecting the impact of an acquisition and of a share buyback programme, it said in a statement.

Caltagirone and Delfin in January failed to back Donnet's new strategy, saying it did not adequately foster growth, and recently criticised a proposed plan to merge Generali's asset management business with BPCE-owned Natixis Investment Managers.

The contest at the helm of Generali is being closely monitored by Italy's government, which has expressed reservations about the Natixis deal and worries about Generali's role as a large holder of Italian debt.

In a move with implications for Generali, Mediobanca has become a takeover target for state-backed Banca Monte dei Paschi, which since November has Caltagirone and Delfin among its shareholders.

Generali proposed hiking its dividend per share by 11.7% to 1.43 euros, for a total payout of 2.2 billion euros.

($1 = 0.9191 euros)

(Reporting by Gianluca Semeraro. Editing by Valentina Za and Mark Potter)

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