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HELIA GROUP LIMITED Director's Dealing 2015

Apr 1, 2015

65056_rns_2015-04-01_ce033b54-ab4a-49b2-bcb9-d3c76c7f55f8.pdf

Director's Dealing

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Level 26 101 Miller Street North Sydney NSW 2060 Australia Tel 1300 655 422 Fax 1300 662 228 genworth.com.au

2 April 2015

Company Announcements Office Australian Securities Exchange Exchange Centre 20 Bridge Street Sydney NSW 2000

Dear Sir

Genworth Mortgage Insurance Australia Limited (ASX:GMA) Updated Appendices 3X

We attach updated Appendices 3X for each of Ellen Comerford, Sam Marsico, Leon Roday, Stuart Take and Jerome Upton. These Appendices 3X have been updated to include the Directors’ interests in securities of related bodies corporate of GMA. They replace the Appendices 3X lodged on 27 May 2014 for those Directors.

While the Appendices 3X lodged on 27 May 2014 included details of Directors’ notifiable interests in securities of GMA, due to an administrative oversight, the Appendices 3X for Ellen Comerford, Sam Marsico, Leon Roday, Stuart Take and Jerome Upton did not include details of those Directors’ interests in securities of related bodies corporate of GMA (relevantly, Genworth Financial, Inc. and Genworth MI Canada Inc. where applicable). Whilst those interests were included in GMA’s Remuneration Report lodged with the ASX on 27 February 2015, the updated Appendices 3X contain the most up to date information regarding each Director’s shareholdings.

In accordance with Listing Rule 3.19B, GMA has agreements with each of its Directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A. The agreements contain substantially similar provisions to those in Attachment 1 of ASX Guidance Note 22: Director Disclosure of Interests and Transactions in Securities – Obligations of Listed Entities .

GMA also has other administrative arrangements to ensure it meets its disclosure obligations under Listing Rule 3.19A, including:

  • requesting Directors to notify GMA of their security holdings in GMA and its related bodies corporate in the director consent form at the time of appointment; and

  • requiring Directors to sign an annual confirmation of their security holdings in GMA and its related bodies corporate as part of the preparation of GMA’s annual report.

Genworth Mortgage Insurance Australia Limited ABN 72 154 890 730 ® Registered Trade Mark of Genworth Financial, Inc.

Directors are also required to file a Trade Notice with the General Counsel & Company Secretary in connection with any trade in GMA securities.

We do not consider that any additional steps are necessary for GMA to ensure compliance with Listing Rule 3.19B, although we will remind Directors of the importance of accurate and timely notification of their interests in GMA and in securities of GMA’s related bodies corporate.

Yours faithfully

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Jonathan Downes

General Counsel & Company Secretary

Genworth Mortgage Insurance Australia Limited ABN 72 154 890 730 ® Registered Trade Mark of Genworth Financial, Inc.

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Genworth Mortgage Insurance Australia Limited

ABN 72 154 890 730

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Ellen Frances Comerford
Date of appointment 21 December 2011

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

  • (1) 660,337 Share Rights in Genworth Mortgage Insurance Australia Limited ( GMA ) held under the Genworth Australia Share Rights Plan. Subject to the satisfaction of certain vesting conditions, each Share Right will be exercisable, for no cash consideration, for one ordinary share.

  • (2) 69,114 shares of Class A Common Stock in Genworth Financial, Inc. ( GFI )

  • (3) 35,686 Restricted Stock Units in GFI ( RSU ). Each RSU represents a contingent right to receive one share of GFI common stock in the future. If GFI pays dividends on its common stock, dividend equivalents accrue with respect to the RSUs and are paid in cash at the time that the corresponding RSUs vest.

  • See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Number & class of Securities Note: Provide details of the circumstances giving rise to the relevant interest. Not applicable Not applicable

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Contract between Genworth Mortgage Insurance
Australia Limited and Ms Comerford, under
which Ms Comerford has the right to be issued the
Share Rights described in Part 1 (1) of this notice
Nature of interest Not applicable
Name
of
registered
holder
(if issued securities)
Not applicable
No. and class of securities to which
interest relates
As described in Part 1 (1) of this notice
  • See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Genworth Mortgage Insurance Australia Limited

ABN 72 154 890 730

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Samuel Domonick Marsico
Date of appointment 19 March 2012

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

  • (1) 15,482 shares of Class A Common Stock in Genworth Financial, Inc. ( GFI ).

  • (2) 56,840 Stock Appreciation Rights in GFI ( SAR ). Each SAR represents the right to receive an amount payable in shares of GFI common stock on the date of exercise over the base price of the SAR.

  • (3) 30,400 Stock Options in GFI. Each Stock Option represents the right to acquire one share of GFI common stock on exercise and subject to the terms of the Stock Option.

  • (4) 624 common shares in Genworth MI Canada Inc.

  • See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Number & class of Securities Note: Provide details of the circumstances giving rise to the relevant interest. Not applicable Not applicable

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Not applicable
Nature of interest Not applicable
Name
of
registered
holder
(if issued securities)
Not applicable
No. and class of securities to which
interest relates
Not applicable
  • See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Genworth Mortgage Insurance Australia Limited

ABN 72 154 890 730

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Leon Ellis Roday
Date of appointment 19 March 2012

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

  • (1) 19,609 ordinary shares in Genworth Mortgage Insurance Australia Limited

  • (2) 32,526 shares of Class A Common Stock in Genworth Financial, Inc. ( GFI )

  • (3) 34,651 Restricted Stock Units in GFI ( RSU ). Each RSU represents a contingent right to receive one share of GFI common stock in the future. If GFI pays dividends on its common stock, dividend equivalents accrue with respect to the RSUs and are paid in cash at the time that the corresponding RSUs vest.

  • (4) 692,833 Stock Appreciation Rights in GFI ( SAR ). Each SAR represents the right to receive an amount payable in shares of GFI common stock on the date of exercise over the base price of the SAR.

  • (5) 3,020 common shares in Genworth MI Canada Inc.

  • See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Number & class of Securities Note: Provide details of the circumstances giving rise to the relevant interest. Not applicable Not applicable

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Not applicable
Nature of interest Not applicable
Name
of
registered
holder
(if issued securities)
Not applicable
No. and class of securities to which
interest relates
Not applicable
  • See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Genworth Mortgage Insurance Australia Limited

ABN 72 154 890 730

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Stuart Edward Take
Date of appointment 20 February 2012

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

  • (1) 9,699 ordinary shares in Genworth Mortgage Insurance Australia Limited

  • (2) 21,042 shares of Class A Common Stock in Genworth Financial, Inc. ( GFI )

  • (3) 59,041 Restricted Stock Units in GFI ( RSU ). Each RSU represents a contingent right to receive one share of GFI common stock in the future. If GFI pays dividends on its common stock, dividend equivalents accrue with respect to the RSUs and are paid in cash at the time that the corresponding RSUs vest.

  • (4) 53,200 Stock Appreciation Rights in GFI ( SAR ). Each SAR represents the right to receive an amount payable in shares of GFI common stock on the date of exercise over the base price of the SAR.

  • (5) 37,000 Stock Options in GFI. Each Stock Option represents the right to acquire one share of GFI common stock on exercise and subject to the terms of the Stock Option.

  • See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Number & class of Securities Note: Provide details of the circumstances giving rise to the relevant interest. Not applicable Not applicable

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Not applicable
Nature of interest Not applicable
Name
of
registered
holder
(if issued securities)
Not applicable
No. and class of securities to which
interest relates
Not applicable
  • See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Rule 3.19A.1

Appendix 3X

Initial Director’s Interest Notice

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.

Introduced 30/9/2001.

Name of entity Genworth Mortgage Insurance Australia Limited

ABN 72 154 890 730

We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director Jerome Upton
Date of appointment 20 February 2012

Part 1 - Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.

Number & class of securities

  • (1) 19,534 ordinary shares in Genworth Mortgage Insurance Australia Limited

  • (2) 15,482 shares of Class A Common Stock in Genworth Financial, Inc.

  • (3) 74,520 Restricted Stock Units in GFI ( RSU ). Each RSU represents a contingent right to receive one share of GFI common stock in the future. If GFI pays dividends on its common stock, dividend equivalents accrue with respect to the RSUs and are paid in cash at the time that the corresponding RSUs vest.

  • (4) 88,000 Stock Appreciation Rights in GFI ( SAR ). Each SAR represents the right to receive an amount payable in shares of GFI common stock on the date of exercise over the base price of the SAR.

  • (5) 27,550 Stock Options in GFI. Each Stock Option represents the right to acquire one share of GFI common stock on exercise and subject to the terms of the Stock Option

  • (6) 906 common shares in Genworth MI Canada Inc.

  • See chapter 19 for defined terms.

Appendix 3X Page 1

11/3/2002

Appendix 3X Initial Director’s Interest Notice

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Name of holder & nature of interest Number & class of Securities Note: Provide details of the circumstances giving rise to the relevant interest. Not applicable Not applicable

Part 3 – Director’s interests in contracts

Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.

Detail of contract Not applicable
Nature of interest Not applicable
Name
of
registered
holder
(if issued securities)
Not applicable
No. and class of securities to which
interest relates
Not applicable
  • See chapter 19 for defined terms.

Appendix 3X Page 2

11/3/2002