Consultation: Proposed exemption for certain green, social, sustainability and sustainability-linked bonds

March 2026

The Financial Markets Conduct (Green, Social, Sustainability, and Sustainability-linked Bonds) Exemption Notice 2026 is now in effect.

This exemption notice facilitates offers of bonds that would otherwise be of the “same class” as existing quoted bonds except for a difference in GSSS status, on a similar basis to the same class exclusion in Schedule 1 of the Financial Markets Conduct Act 2013.

The exemption is accompanied by conditions requiring the issuer to disclose information to allow investors to readily identify the differences between the bonds being offered and existing quoted debt securities.

We have also published a Regulatory Impact Statement that discusses the exemption relief in the Financial Markets Conduct (Green, Social, Sustainability, and Sustainability-linked Bonds) Exemption Notice 2026. It summarises the problem we are seeking to address, our objectives, the options and their associated impacts, and the consultation process we undertook before deciding to grant the exemption.  

Read Financial Markets Conduct (Green, Social, Sustainability, and Sustainability-linked Bonds) Exemption Notice 2026

Download Regulatory Impact Statement: GSSS bonds class exemption [672KB]

December 2024

After considering submissions on this consultation, we have decided in principle to provide relief by granting a class exemption.

The class exemption will be inclusive of:

• offers of use of proceeds bonds, where the net proceeds of the bonds are notionally allocated to environmentally friendly and/or socially responsible projects, assets, or activities as chosen by the issuer - e.g. green, social and sustainable bonds
• offers of resettable sustainability-linked bonds which include an interest rate step up mechanism linked to certain Sustainability Performance Targets chosen by the issuer.
• offers of vanilla bonds which are otherwise of the 'same class as existing quoted green, social, sustainable, and sustainability-linked (GSSS) bonds, except for the difference in GSSS status.

We will consult with interested stakeholders on the drafting of the exemption notice that will give effect to this decision. If you would like to be added to the list of stakeholders, please email your request to [email protected]. Please specify the exemption notice(s) you are interested in.

April 2024

We are considering a class exemption to provide relief from disclosure requirements for certain green, social, sustainable, and sustainability-linked (GSSS) bonds on a similar basis to the same class exclusion in clause 19 of Schedule 1 of the Financial Markets Conduct Act 2013.  

If granted, the exemption would allow issuers to make offers of bonds that have identical rights, privileges, limitations and conditions to existing quoted bonds, except for a different interest rate, redemption date, and GSSS status, without the usual disclosure requirements in Part 3 of the FMC Act that require preparing a Product Disclosure Statement.   

The exemption would be subject to conditions, including that the issuer must make available to investors information about the GSSS features of the bond.  

This may help to reduce regulatory burden on issuers and increase opportunities for New Zealanders to invest in products that align with their values and/or deliver non-financial benefits.   

We welcome your feedback on the exemption proposal in response to the specific questions in this paper, as well as any other general comments.

Download the Consultation paper: Proposed exemption for certain green, social, sustainability and sustainability-linked bonds