30 May 2025 • 4 minute read

Consultation Alert: FMA seeks feedback on mass exemption review

Written by:Rachel Taylor Tom Barnes Daniel Street David Johnston Boston Flanagan-ConnorsIsabella Barber

The Financial Markets Authority – Te Mana Tātai Hokohoko (FMA) is consulting on renewing 14 existing class exemption notices that will expire between December 2025 and November 2026. At the same time, the FMA is reviewing three class designation notices.

The FMA’s consultation paper is available here.

The exemption and designation notices included in this omnibus review are:

EXEMPTIONS

Group A

Group B

DESIGNATIONS

Group C

OUR VIEWS

We support the renewal of the expiring exemptions. They help to reduce unnecessary compliance costs, encourage confident and informed participation in financial markets, and support innovation and flexibility.

Climate

The FMA is “particularly keen” to receive feedback on the notices which have not previously been reviewed, including the Financial Markets Conduct (Requirement to include Climate Statements in Annual Report) Exemption Notice 2023 and Financial Markets Conduct (Climate-related Disclosures-Overseas Banks and Insurers) Exemption Notice 2024. Given extensions to the adoption relief provisions for scope 3 greenhouse gas (GHG) emissions and assurance, and uncertainty raised by the Ministry of Business, Innovation and Employment (MBIE)’s consultation on reforms to the CRD regime, we can see these exemptions also receiving short extensions.

Employee share purchase schemes

The Financial Markets Conduct (Employee Share Purchase Schemes) Exemption Notice 2021 exempts certain offers of equity securities that are made under or in connection with employee share purchase schemes, and debt securities offered in connection with the acquisition of equity securities under an overseas issuer's employee share purchase scheme from disclosure and governance requirements under Parts 3 and 4 of the Financial Markets Conduct Act 2013. While this notice is similar to the exclusion relating to employee share purchase schemes in clause 8 of Schedule 1 of the Act, it goes further and:

covers offers of financial products to trusts and relatives of employees and of other eligible persons;
covers offers of debt securities made in connection with the acquisition of equity securities under an employee share purchase scheme; and
addresses certain technical issues with the operation of the 10% limit on the number of equity securities issued or transferred in a 12-month period.

NEXT STEPS

Submissions close at 17:00 on Thursday, 17 July 2025, with additional targeted or public consultation to take place as necessary between August 2025 and May 2026.

Policy decisions for “Group A” exemptions are expected to be announced between October 2025 and March 2026, while “Group B” exemptions and “Group C” designations will be announced in May 2026.