HELIA GROUP LIMITED — Director's Dealing 2016

Aug 25, 2016

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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

26 August 2016

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

Dear Sir

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

We attach Appendices 3Y for each of Leon Roday, Stuart Take and Jerome Upton.

While details of Leon Roday, Stuart Take and Jerome Upton’s interests in securities of Genworth Mortgage Insurance Australia Limited (Genworth or the Company) remain unchanged, there have been changes in those Directors’ interests in securities of Genworth Financial, Inc., a related body corporate of the Company.

The Appendices 3Y are being lodged late due to the need to confirm details of security holdings and transactions that occurred in securities of Genworth Financial, Inc. The attached Appendices 3Y contain the most up to date information regarding each Director’s notifiable interests.

In accordance with Listing Rule 3.19B, Genworth 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 .

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

• requesting Directors to notify Genworth of their security holdings in Genworth 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 Genworth and its related bodies corporate as part of the preparation of Genworth’s annual report.

Directors are also required to file a Trade Notice with the Company Secretary in connection with any trade in the Company’s securities.

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

We do not consider that any additional steps are necessary for the Company 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 the Company and in securities of the Company’s related bodies corporate.

Yours faithfully

Luke Oxenham

Chief Financial Officer & Company Secretary

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

2

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

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.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Leon Ellis Roday
Date of last notice	1 June 2016

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Not applicable
Date of change	9 August 2016
No. of securities held prior to change	16,775	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA)
	19,000	Performance Stock Units (PSU) in GFI
	607,033	Stock Appreciation Rights (SAR) in GFI
	3,020	Common shares in Genworth MI Canada Inc. (MIC)

• See chapter 19 for defined terms.

Appendix 3Y Page 1 Date of Notice : 26 August 2016

Leon Ellis Roday

Appendix 3Y Change of Director’s Interest Notice

Class	SARs in GFI	SARs in GFI
Number acquired	Nil
Number disposed	29,050
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	16,775	Ordinary shares in GMA
	19,000	PSUs in GFI
	577,983	SARs in GFI
	3,020	Common shares in MIC
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Expired

Part 2 – Change of 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
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2 Date of Notice : 26 August 2016

Leon Ellis Roday

Appendix 3Y Change of Director’s Interest Notice

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 3 Date of Notice : 26 August 2016

Leon Ellis Roday

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

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.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Stuart Edward Take
Date of last notice	1 June 2016

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Not applicable
Date of change	9 August 2016
No. of securities held prior to change	8,297	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA)
	23,034	Shares of Class A Common Stock in Genworth Financial, Inc. (GFI)
	55,800	Restricted Stock Units (RSU) in GFI
	53,200	Stock Appreciation Rights (SAR) in GFI
	34,600	Stock Options (Options) in GFI

• See chapter 19 for defined terms.

Stuart Edward Take

Appendix 3Y Page 1 Date of Notice : 26 August 2016

Appendix 3Y Change of Director’s Interest Notice

Class	Options in GFI	Options in GFI
Number acquired	Nil
Number disposed	2,000
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	8,297	Ordinary shares in GMA
	23,034	Shares of Class A Common Stock in GFI
	55,800	RSUs in GFI
	53,200	SARs in GFI
	32,600	Options in GFI
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Expired unexercised

Part 2 – Change of 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
Date of change	Not applicable
No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable

• See chapter 19 for defined terms.

Stuart Edward Take

Appendix 3Y Page 2 Date of Notice : 26 August 2016

Appendix 3Y Change of Director’s Interest Notice

Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Stuart Edward Take

Appendix 3Y Page 3 Date of Notice : 26 August 2016

Appendix 3Y Change of Director’s Interest Notice

Rule 3.19A.2

Appendix 3Y

Change of 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 30/09/01 Amended 01/01/11

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.2 and as agent for the director for the purposes of section 205G of the Corporations Act.

Name of Director	Jerome Upton
Date of last notice	1 June 2016

Part 1 - Change of director’s relevant interests in securities

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.

Direct or indirect interest	Direct
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Not applicable
Date of change	9 August 2016
No. of securities held prior to change	16,711	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA)
	14,188	Shares of Class A Common Stock in Genworth Financial, Inc. (GFI)
	65,399	Restricted Stock Units (RSU) in GFI
	4,050	Performance Stock Units (PSU) in GFI

• See chapter 19 for defined terms.

Appendix 3Y Page 1 Date of Notice : 26 August 2016

Jerome Upton

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change (cont.)	88,000	Stock Appreciation Rights (SAR) in GFI
	25,950	Stock Options (Options) in GFI
	906	Common shares in Genworth MI Canada Inc. (MIC)
Class	Options in GFI
Number acquired	Nil
Number disposed	1,800
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	16,711	Ordinary shares in GMA
	14,188	Shares of Class A Common Stock in GFI
	65,399	RSUs in GFI
	4,050	PSUs in GFI
	88,000	SARs in GFI
	24,150	Options in GFI
	906	Common shares in MIC
Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	Expired unexercised

Part 2 – Change of 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
Date of change	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 2 Date of Notice : 26 August 2016

Jerome Upton

Appendix 3Y Change of Director’s Interest Notice

No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Part 3 –+Closed period
Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required?	No
If so, was prior written clearance provided to allow the trade to proceed during this period?	Not applicable
If prior written clearance was provided, on what date was this provided?	Not applicable

• See chapter 19 for defined terms.

Appendix 3Y Page 3 Date of Notice : 26 August 2016

Jerome Upton