HELIA GROUP LIMITED — Director's Dealing 2018

Mar 22, 2018

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 February 2018

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	20 March 2018 (US time)

• See chapter 19 for defined terms.

Appendix 3Y Page 1 Date of Notice : 23 March 2018

Jerome Upton

Appendix 3Y Change of Director’s Interest Notice

No. of securities held prior to change No. of securities held prior to change (cont.)	16,711	Ordinary shares in Genworth Mortgage Insurance Australia Limited (GMA)
	16,903	Shares of Class A Common Stock in Genworth Financial, Inc. (GFI)
	61,150	Restricted Stock Units (RSU) in GFI
	88,000	Stock Appreciation Rights (SAR) in GFI
	18,000	Stock Options (Options) in GFI
	906	Common shares in Genworth MI Canada Inc. (MIC)
Class	As set out below
Number acquired	37,704	Shares of Class A Common Stock in GFI
Number disposed	53,825	RSUs in GFI
Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation	USD 156,092.50 (including taxes)
No. of securities held after change	16,711	Ordinary shares in GMA
	54,607	Shares of Class A Common Stock in GFI

• See chapter 19 for defined terms.

Appendix 3Y Page 2 Date of Notice : 23 March 2018

Jerome Upton

Appendix 3Y Change of Director’s Interest Notice

	7,325	RSUs in GFI
	88,000	SARs in GFI
	18,000	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	Vesting of 53,825 RSUs in GFI and conversion into 37,704 Shares of Class A Common Stock in GFI, net of 16,121 Shares of Class A Common Stock in GFI withheld to satisfy an immediate US income taxation liability.

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 3 Date of Notice : 23 March 2018

Jerome Upton

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?	Not applicable
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 4 Date of Notice : 23 March 2018

Jerome Upton