HELIA GROUP LIMITED — Director's Dealing 2016

May 31, 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

1 June 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 Richard Grellman, Georgette Nicholas, Gayle Tollifson, Tony Gill, Ian MacDonald, Leon Roday, Stuart Take and Jerome Upton.

The Appendices 3Y are being lodged as the number of ordinary shares in Genworth Mortgage Insurance Australia Limited ( Genworth ) held by each of the Directors has decreased proportionally with all other shareholders as a result of the Share Consolidation approved by shareholders at Genworth’s Annual General Meeting on 5 May 2016.

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.

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	Richard John Grellman
Date of last notice	22 February 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	Indirect	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	The registered holder is Grellman Super Pty Ltd Mr Grellman is a member of the Grellman Superannuation Fund.
Date of change	1 June 2016
No. of securities held prior to change	42,546
Class	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA) (pre-consolidation)
Number acquired	Nil
Number disposed	Nil – see “Nature	of change” below
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	36,398	Ordinary shares in GMA

• See chapter 19 for defined terms.

Richard John Grellman

Appendix 3Y Page 1 Date of Notice : 1 June 2016

Appendix 3Y Change of Director’s Interest Notice

	Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	In accordance with the Share Consolidation approved by shareholders at GMA’s Annual General Meeting on 5 May 2016, each ordinary share in GMA held by the Director has been converted into 0.8555 ordinary shares in GMA (with fractional entitlements rounded to the nearest whole number of shares).

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

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.

Richard John Grellman

Appendix 3Y Page 2 Date of Notice : 1 June 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	Georgette Cecelia Nicholas
Date of last notice	30 May 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	1 June 2016
No. of securities held prior to change	62,893	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA) (pre-consolidation)
	549,848	Share Rights in GMA
	11,047	Shares of Class A Common Stock in Genworth Financial, Inc. (GFI)
	17,550	Stock Options in GFI
	56,400	Stock Appreciation Rights (SAR) in GFI

• See chapter 19 for defined terms.

Georgette Cecelia Nicholas

Appendix 3Y Page 1 Date of Notice : 1 June 2016

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change (cont.)	7,524	Restricted Stock Units (RSU) in GFI
Class	Ordinary shares in GMA
Number acquired	Nil
Number disposed	Nil – see “Nature of change” below
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	53,805	Ordinary shares in GMA
	549,848	Share Rights in GMA
	11,047	Shares of Class A Common Stock in GFI
	17,550	Stock Options in GFI
	56,400	SARs in GFI
	7,524	RSUs 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	In accordance with the Share Consolidation approved by shareholders at GMA’s Annual General Meeting on 5 May 2016, each ordinary share in GMA held by the Director has been converted into 0.8555 ordinary shares in GMA (with fractional entitlements rounded to the nearest whole number of shares).

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

• See chapter 19 for defined terms.

Georgette Cecelia Nicholas

Appendix 3Y Page 2 Date of Notice : 1 June 2016

Appendix 3Y Change of Director’s Interest Notice

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.

Georgette Cecelia Nicholas

Appendix 3Y Page 3 Date of Notice : 1 June 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	Edna Gayle Tollifson
Date of last notice	27 May 2014

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	Indirect	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	The registered holder is Invia Custodian Pty Limited Ms Tollifson is a member of the Pemgat Super Fund.
Date of change	1 June 2016
No. of securities held prior to change	56,603
Class	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA) (pre-consolidation)
Number acquired	Nil
Number disposed	Nil – see “Nature	of change” below
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	48,424	Ordinary shares in GMA

• See chapter 19 for defined terms.

Edna Gayle Tollifson

Appendix 3Y Page 1 Date of Notice : 1 June 2016

Appendix 3Y Change of Director’s Interest Notice

	Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	In accordance with the Share Consolidation approved by shareholders at GMA’s Annual General Meeting on 5 May 2016, each ordinary share in GMA held by the Director has been converted into 0.8555 ordinary shares in GMA (with fractional entitlements rounded to the nearest whole number of shares).

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

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.

Edna Gayle Tollifson

Appendix 3Y Page 2 Date of Notice : 1 June 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	Anthony (Tony) Gill
Date of last notice	19 November 2015

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	Indirect	Indirect
Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest.	Customary power to acquire or dispose in relation to the following holding: HSBC Custody Nominees (Australia) Limited
Date of change	1 June 2016
No. of securities held prior to change	138,679
Class	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA) (pre-consolidation)
Number acquired	Nil
Number disposed	Nil – see “Nature	of change” below
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	118,640	Ordinary shares in GMA

• See chapter 19 for defined terms.

Anthony (Tony) Gill

Appendix 3Y Page 1 Date of Notice : 1 June 2016

Appendix 3Y Change of Director’s Interest Notice

	Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	In accordance with the Share Consolidation approved by shareholders at GMA’s Annual General Meeting on 5 May 2016, each ordinary share in GMA held by the Director has been converted into 0.8555 ordinary shares in GMA (with fractional entitlements rounded to the nearest whole number of shares).

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

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.

Anthony (Tony) Gill

Appendix 3Y Page 2 Date of Notice : 1 June 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	Ian Graham MacDonald
Date of last notice	27 May 2014

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	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	1 June 2016
No. of securities held prior to change	75,471
Class	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA) (pre-consolidation)
Number acquired	Nil
Number disposed	Nil – see “Nature	of change” below
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	Nil
No. of securities held after change	64,565	Ordinary shares in GMA

• See chapter 19 for defined terms.

Ian Graham MacDonald

Appendix 3Y Page 1 Date of Notice : 1 June 2016

Appendix 3Y Change of Director’s Interest Notice

	Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back	In accordance with the Share Consolidation approved by shareholders at GMA’s Annual General Meeting on 5 May 2016, each ordinary share in GMA held by the Director has been converted into 0.8555 ordinary shares in GMA (with fractional entitlements rounded to the nearest whole number of shares).

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

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.

Ian Graham MacDonald

Appendix 3Y Page 2 Date of Notice : 1 June 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	Leon Ellis Roday
Date of last notice	11 May 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	1 June 2016
No. of securities held prior to change	19,609	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA) (pre-consolidation)
	14,188	Shares of Class A Common Stock in Genworth Financial, Inc. (GFI)
	19,000	Performance Stock Units (PSU) in GFI
	607,033	Stock Appreciation Rights (SAR) in GFI

• See chapter 19 for defined terms.

Appendix 3Y Page 1 Date of Notice : 1 June 2016

Leon Ellis Roday

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change (cont.)	3,020	Common shares in Genworth MI Canada Inc. (MIC)
Class	Ordinary shares in GMA
Number acquired	Nil
Number disposed	Nil – see “Nature of change” below
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
	607,033	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	In accordance with the Share Consolidation approved by shareholders at GMA’s Annual General Meeting on 5 May 2016, each ordinary share in GMA held by the Director has been converted into 0.8555 ordinary shares in GMA (with fractional entitlements rounded to the nearest whole number of shares).

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.

Appendix 3Y Page 2 Date of Notice : 1 June 2016

Leon Ellis Roday

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.

Appendix 3Y Page 3 Date of Notice : 1 June 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	11 May 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	1 June 2016
No. of securities held prior to change	9,699	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA) (pre-consolidation)
	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 : 1 June 2016

Appendix 3Y Change of Director’s Interest Notice

Class	Ordinary shares in GMA	Ordinary shares in GMA
Number acquired	Nil
Number disposed	Nil – see “Nature of change” below
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
	34,600	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	In accordance with the Share Consolidation approved by shareholders at GMA’s Annual General Meeting on 5 May 2016, each ordinary share in GMA held by the Director has been converted into 0.8555 ordinary shares in GMA (with fractional entitlements rounded to the nearest whole number of shares).

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 : 1 June 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 : 1 June 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	11 May 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	1 June 2016
No. of securities held prior to change	19,534	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA) (pre-consolidation)
	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 : 1 June 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	Ordinary shares in GMA
Number acquired	Nil
Number disposed	Nil – see “Nature of change” below
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
	25,950	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	In accordance with the Share Consolidation approved by shareholders at GMA’s Annual General Meeting on 5 May 2016, each ordinary share in GMA held by the Director has been converted into 0.8555 ordinary shares in GMA (with fractional entitlements rounded to the nearest whole number of shares).

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

• See chapter 19 for defined terms.

Appendix 3Y Page 2 Date of Notice : 1 June 2016

Jerome Upton

Appendix 3Y Change of Director’s Interest Notice

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

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 : 1 June 2016

Jerome Upton