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Governance & Structure

Who decides,
who controls.

Antaia Capital SCSp is externally managed. Investment decisions are taken by the AIFM, not the General Partner. This separation is the core of the structure.

Structure

The parties and their roles

The portfolio management function remains entirely with the AIFM. There is no re-delegation to the General Partner under Article 20 AIFMD.

Investors Limited Partners professional and well-informed investors
General Partner Antaia Capital Management S.à r.l. Sourcing, operational asset management. No investment discretion.
Fund Antaia Capital SCSp SCSp under Luxembourg law, tax transparent
R.C.S. Luxembourg B 312 047
AIFM IRE AIFM Hub external, Article 6 AIFMD, CSSF-authorised. Takes all investment decisions.
Fund Administrator ATdomco S.à r.l. NAV preparation, LP register
Depositary [to be appointed] Depositary under Article 21 AIFMD
Auditor [to be appointed] Réviseur d'entreprises agréé
Two items are missing. The depositary and the auditor are not named in the documents available to me. Both belong on this page by institutional standard — they are the first thing a limited partner checks in due diligence. The fields remain visibly empty until they are supplied.
Structure

Key facts of the company

Legal form
Société en Commandite Spéciale (SCSp), Luxembourg law, tax transparent
Registration
R.C.S. Luxembourg B 312 047
Registered Office
2, place de Strasbourg, L-2562 Luxembourg
GP ownership
Operandis GmbH, Schindellegi (CH) — 100 %
AIFM
IRE AIFM Hub, external, Article 6 AIFMD, CSSF-authorised. 28, Boulevard d'Avranches, L-1160 Luxembourg
General Partner
Antaia Capital Management S.à r.l. — conducts sourcing and operational asset management, may appoint a non-discretionary investment advisor, exercises no investment discretion
Fund Administrator
ATdomco S.à r.l., Luxembourg — NAV preparation and LP register
Depositary
[to be appointed]
Auditor
[to be appointed]
Supervision
Commission de Surveillance du Secteur Financier (CSSF) — indirectly via the AIFM. The fund is not a Reserved Alternative Investment Fund (RAIF) under the law of 23 July 2016
Governing law
Luxembourg law. The place of jurisdiction is the Tribunal d'Arrondissement de et à Luxembourg
Investor base
professional investors (Annex II MiFID II) and well-informed investors (Article 2 of the law of 13 February 2007)
Distribution jurisdictions
planned: LU, DE, AT, CH, NL, BE, FR, IT, ES. The AIFMD notification precedes the start of distribution in each country; until then no active marketing takes place there. The current status is available from the General Partner
Excluded
the USA and US persons (Regulation S). In the United Kingdom no active marketing as long as there is no recognition as a Recognised Scheme under the Overseas Funds Regime by the FCA; subscription on the investor's own initiative only

Five non-delegable AIFM powers

These powers rest with the AIFM and cannot be re-delegated to the General Partner. They are the reason the GP exercises no investment discretion.

  1. Final investment decision and veto in the Investment Committee
  2. Active vote in the Investment Committee with its own risk and compliance assessment
  3. Risk management entirely with the AIFM under Article 15 AIFMD
  4. Valuation oversight and final NAV authorisation
  5. Compliance function and allocation policy
Governance

Bodies and safeguards

The rights of the limited partners are governed by the Limited Partnership Agreement. Its version in force from time to time is authoritative.

Investment Committee
investment body with AIFM veto and AIFM co-vote
LP Advisory Board
independent LP body with 3 members, elected in proportion to commitment. Nomination right from a commitment of ≥ € 5 M
GP Removal
only for Cause (Bad Acts) by a simple LP majority of over 50 % of the Committed Capital
Key Person Event
occurs if Christoph Michalak devotes less than 50 % of his working time to the fund or leaves the management of the GP. Consequence: 90 days suspension of new investments. The GP proposes a replacement key person; if confirmation by the LPs is not forthcoming, the fund may be moved into an early divestment phase
LPAB meetings
at least semi-annually, ad-hoc meetings at the request of two members or of the GP
Replacement GP
is proposed by the LP Advisory Board and confirmed by a simple LP majority. Until then the outgoing GP continues to conduct current business under the supervision of the AIFM and the LPAB. On removal for Cause, any uncovered carry entitlement lapses
Amendments
material changes to the investment policy, waterfall, fees or term require the consent of 75 % of the outstanding commitments
Dissolution
on expiry of the term, an LP resolution with 75 %, insolvency of the GP without replacement within 90 days, loss of the AIFMD authorisation without succession within 90 days, or a Key Person Event without a successful replacement election

Source: prospectus v1.4, § 2.10.4 to § 2.10.6, and Limited Partnership Agreement v1.4, § 19 to § 21, as at 4 September 2026.

Control

8 measures require investor consent

The General Partner conducts business alone. In these eight cases its sole authority ends at the LP Advisory Board.

  1. Material changes to the investment policy
  2. Breach of the investment restrictions
  3. Conflicted transactions between the GP or GP shareholders and the fund
  4. Acquisition of assets from the GP or affiliated companies
  1. Mandates to Operandis affiliates exceeding € 500 k
  2. Proposed extension of the fund term before the LP vote
  3. Change of the AIFM or the auditor
  4. Selection and rotation of the external valuer

Source: Limited Partnership Agreement v1.4, § 8.3, as at 4 September 2026.

Conflicts of interest

3 conflict areas, named openly

The structure of the fund creates conflicts. We name them and describe what stands against them — rather than defining them away.

01

Recommendation versus decision

The GP and any investment advisor have an economic interest in the fund acquiring the assets they have sourced. The AIFM bears the duty to decide independently.

What stands against it: The final investment decision rests with the AIFM, who is bound by no recommendation. It assesses every proposal with its own risk and compliance review and conducts an independent substantive due diligence. The advisory mandate has written key metrics, is reviewed annually in consultation with the LPAB and can be withdrawn immediately in the event of repeated breaches of duty.

02

Operandis group

Operandis is the parent company of the GP and at the same time a potential operational service provider in project delivery. Every award of a mandate creates a systemic conflict.

What stands against it: arm's-length principle with a third-party bid comparison for each award, prior approval by the LPAB from an order volume of € 500 k, and annual disclosure of all Operandis mandates in the Annex IV reporting to the CSSF and in the LP annual report.

03

Valuation incentive

A higher NAV valuation increases the GP's potential Carried Interest. The GP therefore has an economic interest in the level of the valuation.

What stands against it: The primary valuation is carried out by an external, RICS-certified valuer. The GP exerts no influence on the valuation methodology. The valuer rotates at least every five years.

Related Party Transactions. The acquisition of assets from the GP, from GP shareholders or from affiliated companies is permitted only on arm's-length terms, must be evidenced by an independent appraisal and approved in advance by the LP Advisory Board. The AIFM's full conflict-of-interest policy is made available to investors on written request.
Liability

Who stands for what

Limited Partners

Liability is limited to the amount of the subscribed commitment. There is no obligation to make further contributions.

General Partner

Liable as general partner without limitation towards third parties. Towards the limited partners it is liable only for intent and gross negligence. D&O and professional indemnity insurance at customary market levels must be taken out and maintained.

AIFM

Liable within the scope of its regulatory and contractual duties under Article 8 AIFMD and its delegation documentation towards the fund and the investors.

Clawback applies personally too. Of every Carried Interest paid to the GP, 20 % is retained in an escrow account with the depositary. If the escrow is insufficient at final settlement to recover overpaid carry, the GP is personally liable up to the amount of the carry received on a cumulative basis. D&O and professional indemnity insurance expressly do not cover this case.
Depositary

The independent control body

The name is still pending. The duties under Article 21 AIFMD are settled.

Cash-flow monitoring
All cash movements of the fund run through the depositary. It checks capital calls, disposal proceeds, distributions, rental inflows and project-financing disbursements for plausibility and consistency with the prospectus
Ownership verification
quarterly reconciliation of the property holdings against the SPV list and land-register status with the accounting records
Reporting
participation in the Annex IV reporting to the CSSF, confirmations for the annual accounts and the NAV certification
Liability
for the loss of financial instruments held in custody. For assets that cannot be held in custody — in particular real-estate SPV interests — an extended duty of care applies, compliance with which the depositary must demonstrate
Delegation
custody duties may be delegated to sub-custodians; liability remains with the depositary. The list of delegations is available on request
Change
notification to the CSSF and a transition period of at least three months, during which the previous depositary remains fully operational
Open

Four mandates outstanding

Depositary, auditor, external valuer and paying agent are, according to the prospectus and the LPA, still to be mandated. Equally open are the CSSF authorisation number of the AIFM and the composition of the Investment Committee. We will add them as soon as they are settled — and name them as a gap until then.

More detail

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