HELIA GROUP LIMITED — Director's Dealing 2017

May 16, 2017

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	21 February 2017

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 relevantinterest.	Not applicable
Date of change	17 May 2017
No. of securities held prior to change	53,805	Ordinary shares in GenworthMortgage Insurance AustraliaLimited (GMA)
	549,848	Share Rights in GMA
	15,809	Shares of Class A CommonStock in Genworth Financial, Inc.(GFI)
	17,550	Stock Options in GFI

• See chapter 19 for defined terms.

Georgette Cecelia Nicholas

Appendix 3Y Page 1 Date of Notice : 17 May 2017

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change (cont.)	56,400	Stock Appreciation Rights (SAR)in GFI
	2,762	Restricted Stock Units (RSU) inGFI
Class	Share Rights in GMA
Number acquired	360,545
Number disposed	Nil
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	NilAs described in the GMA Notice of 2017 AnnualGeneral Meeting dated 30 March 2017, the numberof Share Rights was calculated by:• dividing Ms Nicholas’ LTI-17 grant value of$850,000 by $2.8990 being the 10-day VolumeWeighted Average Price (VWAP) of ordinaryshares in the Company following the release offull-year results for 2016; and• dividing Ms Nicholas’ deferred STI award of$215,000 by $3.1927 being the 10-day VWAPof ordinary shares in the Company at the end ofthe 2016 performance period.
No. of securities held after change	53,805	Ordinary shares in GMA
	910,393	Share Rights in GMA
	15,809	Shares of Class A CommonStock in GFI
	17,550	Stock Options in GFI
	56,400	SARs in GFI
	2,762	RSUs in GFI
Nature of changeExample: on-market trade, off-market trade, exercise of options, issueof securities under dividend reinvestment plan, participation in buy-back	Issue of Share Rights pursuant to the GenworthAustralia Share Rights Plan and in accordance withshareholder approval obtained at the GMA AnnualGeneral Meeting on 11 May 2017.

• See chapter 19 for defined terms.

Georgette Cecelia Nicholas

Appendix 3Y Page 2 Date of Notice : 17 May 2017

Appendix 3Y Change of Director’s Interest Notice

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 whichinterest related prior to changeNote: Details are only required for a contract inrelation to which the interest has changed	Not applicable
Interest acquired	Not applicable
Interest disposed	Not applicable
Value/ConsiderationNote: If consideration is non-cash, provide detailsand an estimated valuation	Not applicable
Interest after change	Not applicable

Part 3 –[+] Closed period

Were the interests in the securities or contracts detailed abovetraded during a+closed period where prior written clearancewas required?	No
If so, was prior written clearance provided to allow the trade toproceed during this period?	Not applicable
If prior written clearance was provided, on what date was thisprovided?	Not applicable

• See chapter 19 for defined terms.

Georgette Cecelia Nicholas

Appendix 3Y Page 3 Date of Notice : 17 May 2017