HELIA GROUP LIMITED — Director's Dealing 2017

Feb 20, 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	Jerome Upton
Date of last notice	26 August 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	Not applicable
(including registered holder)
Note: Provide details of the circumstances giving rise to the relevant
interest.
Date of change	See Annexure A
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 : 21 February 2017

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
	24,150	Stock Options (Options) in GFI
	906	Common shares in Genworth MICanada Inc. (MIC)
Class	See Annexure A
Number acquired	1,998	Shares of Class A CommonStock in GFI
Number disposed	3,237	RSUs in GFI
	4,050	PSUs in GFI
Value/ConsiderationNote: If consideration is non-cash, provide details and estimatedvaluation	See Annexure A
No. of securities held after change	16,711	Ordinary shares in GMA
	16,186	Shares of Class A CommonStock in GFI
	62,162	RSUs in GFI
	88,000	SARs in GFI
	24,150	Options in GFI
	906	Common shares in MIC
Nature of changeExample: on-market trade, off-market trade, exercise of options, issue ofsecurities under dividend reinvestment plan, participation in buy-back	See Annexure A

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 : 21 February 2017

Jerome Upton

Appendix 3Y Change of Director’s Interest Notice

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

Part 3 –[+] Closed period

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

• See chapter 19 for defined terms.

Appendix 3Y Page 3 Date of Notice : 21 February 2017

Jerome Upton

Appendix 3Y Change of Director’s Interest Notice

Annexure A

Date of Change(US time)15 February 201715 February 201717 February 2017	Acquired /DisposedAcquiredDisposedDisposedAcquired	Number1,3742,2254,050624	ClassShares ofClass ACommonStock in GFIRSUs in GFIPSUs in GFIShares ofClass ACommonStock in GFI	Nature of ChangeVesting of 2,225RSUs in GFI andconversion into1,374 Shares ofClass A CommonStock in GFI, net of851 Shares of Class ACommon Stock in GFIwithheld to satisfy animmediate US incometaxation liability.ForfeitedVesting of 1,012RSUs in GFI andconversion into624 Shares of Class ACommon Stock inGFI, net of 388Shares of Class ACommon Stock in GFIwithheld to satisfy animmediate US incometaxation liability.	Value /ConsiderationUSD 8,455including taxNilUSD 4,058.12including tax
	Disposed	1,012	RSUs in GFI

• See chapter 19 for defined terms.

Appendix 3Y Page 4 Date of Notice : 21 February 2017

Jerome Upton