Exhibit 2.3

EXECUTION VERSION

DATED 17 SEPTEMBER 2015

BROOKFIELD LIFE AND ANNUITY INSURANCE COMPANY LIMITED

AND

EUROPEAN GROUP FINANCING COMPANY LIMITED

AND

GENWORTH FINANCIAL INTERNATIONAL HOLDINGS, INC.

AND

GENWORTH FINANCIAL, INC.

AND

AXA S.A.

AGREEMENT

for the Sale and Purchase of

Genworth Financial European Group Holdings Limited;

Financial Insurance Guernsey PCC Limited; Genworth Consulting Services (Beijing)

Limited; Genworth General Services Asia Limited and

CFI Administrators Limited

CONTENTS

Schedule 1 Particulars of the Sellers’ Shareholdings in the Companies

Schedule 2 Particulars of the Companies and Subsidiaries

Part I The Companies

Part II The Subsidiaries

Part III Directors and Registered Offices

Schedule 3 Conditions Precedent

Schedule 4 Sellers’ Warranties

Schedule 5 Limitations on Liability

Schedule 6 Pre-Completion

Schedule 7 Completion

Part I Purchaser’s Obligations

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Part II Sellers’ Obligations

Schedule 8 List of Guarantees

Schedule 9 Litigation Support

Schedule 10 Tax Covenant

Schedule 11 Registered Owned IP

Schedule 12 Territory of Non-Compete

Schedule 13 Pre-Completion Reorganizations

Schedule 14 Review Committee

Schedule 15 Co-Location Properties

Schedule 16 Individuals Subject to Non-Solicit

Schedule 17 Separation Plan

Schedule 18 Underwriting Profit Account

Part I Pro Forma Underwriting Profit Account

Part II Calculation Methodology

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THIS AGREEMENT is made on 17 September 2015

BETWEEN:

BACKGROUND:

IT IS AGREED as follows:

“2014 Agreed Accounting Principles” means US GAAP subject to the items set forth in Part I of the Agreed Accounting Principles;

“Accounts” means (a) the audited balance sheet of each Insurance Company and FIGSL as at the Accounts Date and the audited profit and loss account and cash flow statement of each Insurance Company and FIGSL for the year ended on the Accounts

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Date (collectively, the “Audited Accounts”) and (b) the Target Group’s consolidated balance sheet as at the Accounts Date and the consolidated profit and loss account for the Target Group for the year ended on the Accounts Date and contained in folder 3.4 (document 3.4.7) in the Data Room (the “Unaudited Accounts”);

“Accounts Date” means 31 December 2014;

“Accounts Stockholders Equity Amount” means EUR 734,920,915;

“Acquired Affiliate” means a business, assets or an entity that is acquired by or combined with any member of the Sellers’ Group after the Completion Date;

“Action” means any criminal, civil, judicial, regulatory or administrative proceeding, suit, claim, FOS complaint or action against a Target Group Company or its agents;

“Advisory Team” has the meaning given in clause 4.6(e);

“Agreed Accounting Principles” means US GAAP applied consistently with its application in connection with the preparation of the balance sheet included in the Unaudited Accounts and (where applicable as stated therein) taking into account the transactions contemplated by paragraphs 1.3 and 1.4 of Schedule 6, subject to the principles, practices, methodologies and exclusions set forth therein all as stated in the document in the Agreed Form;

“Agreed Form” means, in relation to any document, the form of that document which has been initialed for the purpose of identification by the Sellers’ Solicitors and the Purchaser’s Solicitors or otherwise by or on behalf of the Sellers and the Purchaser with such changes as the Sellers and the Purchaser may agree in writing before Completion;

“Agreement” means this agreement;

“Allocation Schedule” has the meaning given in clause 2.4;

“Antitrust Authorities” means the antitrust Regulatory Authorities referred to in Schedule 3;

“Applicable Account” means an account maintained by the Purchaser to show underwriting profit (excluding changes in reserves) with respect to the Applicable Business on a basis consistent with the pro forma underwriting profit and loss account and methodology set out in Part I of Schedule 18 for the period from 1 January 2014 until the Final Calculation Date;

“Applicable Business” means the business relating to the Insurance Contracts underwritten by one or more of the Insurance Companies covering statutory risk with the Applicable Persons and covering group health and accident risk with private sector persons, in each case, distributed by the Applicable Distributor pursuant to the Applicable Contracts;

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“Applicable Claims Liabilities” means the Insurance Companies’ liabilities for claims under the terms of the Insurance Contracts included in the Applicable Business from time to time;

“Applicable Contracts” means the Distribution Agreements dated 15 October 2014, 19 April 2013 and 2 August 2013, in each case, between the Applicable Distributor, Financial Insurance Company Limited and Financial Assurance Company Limited;

“Applicable Date” means, for the purposes of clause 18.8, the date on which a payment or an assessment is to be made;

“Applicable Distributor” has the meaning set forth in Schedule 2 of the Disclosure Letter;

“Applicable GAAP” has the meaning given in paragraph 2.5 of Schedule 4;

“Applicable Law” means all applicable laws (whether statutory or deriving from the common law or equity), binding regulations, the rules and regulations of any applicable stock exchange, any published guidance, published directions or published practice of a Governmental Authority (including any published regulation or published requirement of any Taxation Authority) or the judgment of any court of competent jurisdiction;

“Applicable Persons” means the persons listed in Part II of Schedule 6 of the Disclosure Letter;

“Arbitration” has the meaning set forth in Schedule 2 of the Disclosure Letter;

“Assistance” has the meaning given in paragraph 2.1 of Schedule 9;

“Authorisations” has the meaning given in paragraph 2.9 of Schedule 4;

“Best Estimate” has the meaning given in paragraph 1 of Schedule 5;

“BLAGAB” means basic life assurance and general annuity business as defined in section 57 of the Finance Act 2012;

“BLAIC Sale Shares” means the 289,199,235 GFEGH Shares, the GCSB Share Capital, the 3,200,001 GGSA Shares and the 350,002 CFI Shares held by BLAIC which the Purchaser wishes to purchase pursuant to this Agreement;

“Business Day” means a day (other than a Saturday or Sunday) on which banks are generally open in London, Paris and New York for normal business;

“Business IP” means the Owned IP and all other Intellectual Property Rights used by the Target Group Companies for the purpose of their business on the Offer Date save for such Intellectual Property Rights to be retained by the Sellers in accordance with the terms of the Transitional IP License Agreement;

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“Calculation Period” has the meaning given in clause 10.9(a);

“Cayman Loan Notes” means the GBP 226,200,000 loan notes issued by Genworth Financial UK Holdings Limited and listed on the Cayman Islands Stock Exchange;

“CFI Share” means a share of EUR 1.27 in the capital of CFI Administrators Limited;

“Claim” means any claim under or pursuant to this Agreement;

“Clause 10.7 Covenant Claim” means a claim under any Clause 10.7 Covenant;

“Clause 10.7 Covenants” means the covenants in clause 10.7;

“Companies” means Genworth Financial European Group Holdings Limited, Financial Insurance Guernsey PCC Limited, Genworth Consulting Services (Beijing) Limited, Genworth General Services Asia Limited and CFI Administrators Limited, further details of which are set out in Part I of Schedule 2, and “Company” shall mean any one of them;

“Company Administrative Services Agreement” means each of the agreements for administrative services to be entered into between (a) Genworth Seguros Danos, S.A. de C.V. and Genworth Operaciones, S. de R.L. de C.V. and (b) Genworth Seguros Vida, S.A. de C.V. and Genworth Operaciones, S. de R.L. de C.V., as applicable, in substantially the form of the Trust Administrative Services Agreements, with changes required to reflect the fact that the services are to be provided directly to the insurance companies prior to the deauthorization of each insurance company;

“Competing Business” has the meaning given in clause 7.1;

“Complaints-Handling Claim” means a claim under the covenant in clause 10.7(b);

“Complaints-Handling Losses” means all damages, losses, liabilities, penalties, fines, costs, FOS fees, customer redress payments, interest and expenses arising out of or directly relating to any Enforcement Action against a Target Group Company resulting from the complaints-handling processes and complaints-handling activities undertaken by a Target Group Company in the United Kingdom before the Completion Date, including but not limited to complaints-handling with respect to PPI incurred by any Target Group Company whether before or after Completion, but excluding for the avoidance of doubt, any sums which are recovered as PPI Mis-selling Losses;

“Completion” means completion of the sale and purchase of the Sale Shares in accordance with this Agreement;

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“Completion Balance Sheet” has the meaning set forth in clause 2.5;

“Completion Date” has the meaning given in clause 5.1;

“Completion Stockholders Equity Amount” means the Stockholders Equity of the Companies as set forth in the Completion Balance Sheet, multiplied by the USD to EUR Conversion Rate as of the end of the last day of the month immediately preceding the month during which Completion occurs;

“Conditions Precedent” means the conditions precedent set out in Schedule 3 and “Condition Precedent” means any one of them;

“Consideration” means the total consideration for the Sale Shares payable after giving effect to all adjustments set forth in clause 2;

“Consideration Adjustment” has the meaning given in clause 2.7;

“Conversion Rate” means the spot closing mid-point rate for a transaction between the two currencies in question on the date immediately preceding the Applicable Date, or such other date specified in the applicable provision hereof, as quoted by Bloomberg Business for 2:30 p.m. (New York City time) as published by Bloomberg FX Fixings or, if no such rate is quoted for that time on that date, at the immediately preceding time for which such rates are quoted;

“CTA 2010” means the Corporation Tax Act 2010;

“Cyber Security Incident” has the meaning given in paragraph 2.17 of Schedule 4;

“Damages Payment” has the meaning given in paragraph 8 of Schedule 5;

“Data Protection Claim” means a claim under the covenant in clause 10.7(c);

“Data Protection Laws” means the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003, Part I of the Regulation of Investigatory Powers Act 2000 and all other Applicable Law regulating data protection, privacy or the recording, monitoring or interception of communications in any relevant jurisdiction;

“Data Room” means the documents referred to in the index of data room documents, in the Agreed Form, annexed to the Disclosure Letter other than the documents in the HR Data Room;

“Defaulting Party” has the meaning given in clause 5.4;

“Disclosure Letter” means the letter dated as of the Offer Date from the Sellers to the Purchaser in relation to the Warranties;

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“Distribution Agreements” means each distribution, partnership, bancassurance or similar agreement and any amendment agreements thereto, including reinsurance agreements entered into by any member of the Target Group in which such Target Group member acts as the reinsurer, with a third party to which any Target Group Company is party or is otherwise subject as of the Offer Date relating to the sale or distribution of Insurance Contracts, in each case, including but not limited to those agreements included in folders 5.2.1.6, 10.1.4, 10.1.7 and 10.1.9 of the Data Room and “Distributor” means the other party to each Distribution Agreement to which a Target Group Company is party;

“Divestiture Incentive Plans” means the Divestiture Incentive Plans (as set out in document 6.4.3 of the HR Data Room);

“EEA” means the European Economic Area;

“EGF Sale Shares” means the 12,675,850 GFEGH Shares held by EGF which the Purchaser wishes to purchase pursuant to this Agreement;

“Employees” means persons who are, as of the Offer Date, employed by the Target Group and who are listed in document 5.1.10 of the HR Data Room;

“Encumbrance” means any option, right to acquire, right of pre-emption, third party right or interest, mortgage, charge, pledge, lien or other form of security interest or encumbrance and any agreement to create any of the foregoing;

“Enforcement Action” means any action taken by:

“Estimate Date” means the Business Day immediately prior to the date on which the Estimated Balance Sheet is delivered to the Purchaser pursuant to clause 2.4;

“Estimated Balance Sheet” means the estimated consolidated balance sheet of the Companies as of the end of the last day of the month immediately preceding the month during which Completion is expected to occur, prepared in accordance with the Agreed Accounting Principles;

“Estimated Stockholders Equity Amount” means the Stockholders Equity of the Companies as set forth in the Estimated Balance Sheet, multiplied by the USD to EUR Conversion Rate as of the Estimate Date;

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“EU Merger Regulation” means Council Regulation (EC) 139/2004 (as amended);

“EUR” means euros;

“Excess Recovery” has the meaning given in paragraph 8 of Schedule 5;

“Fairly Disclosed” means fair disclosure of facts in sufficient detail to reasonably assess the nature and scope of the matter disclosed;

“FCA” means the United Kingdom Financial Conduct Authority;

“FIG Share” means a core share of GBP 1.00 and a nominal share of GBP 0.01 in the capital of Financial Insurance Guernsey PCC Limited and all share capital by cell related to any and all cells thereof;

“FIGSL” has the meaning given in clause 4.6(a);

“Final Balance Sheet” has the meaning given in clause 2.6;

“Final Calculation Date” means 31 December 2019;

“Final Stockholders Equity Amount” has the meaning given in clause 2.6;

“Final Underwriting Profit Less Agreed Amount” shall be the result of (a) EUR 10,000,000, plus (b) the actual underwriting profit (positive) or loss (negative) of the Applicable Business for the Calculation Period shown in the Applicable Account minus, (c) the Applicable Claims Liabilities for the period beginning on the Final Calculation Date until the projected expiry of all liabilities for claims associated with the Insurance Contracts comprised in the Applicable Business, calculated using the methodology set out in Part II of Schedule 18, as such amount is agreed or fully determined pursuant to the process set out in clause 10.9;

“Financial Database Provider” has the meaning given in clause 4.6(a);

“Financial Database Work Order” has the meaning given in clause 4.6(a);

“Financial Regulatory Authority” means the financial Regulatory Authorities referred to in Schedule 3;

“First Termination Date” has the meaning given in clause 10.8;

“Flexible Apportionment Agreement” means that certain Deed to Substitute the Principal Employer, Terminate the Participation of Employer and Provide for Flexible Apportionment Arrangement among FIGSL, Genworth Financial Mortgage Services Limited, Genworth Financial UK Pension SPV Limited and CFI Pension Trustees Limited which is, in the Agreed Form, attached to the heads of terms executed by the same parties, dated 30 June 2015;

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“FOS” means the Financial Ombudsman Service in the United Kingdom or an equivalent regulatory body performing an equivalent function from time to time;

“French Expert” has the meaning given in clause 10.9(c);

“FSA” means the United Kingdom Financial Services Authority (now succeeded by the FCA and PRA);

“FSMA” means the United Kingdom Financial Services and Markets Act 2000;

“Fundamental Warranties” means the Sellers’ Individual Warranties and the statements set out at paragraphs 2.1(a), 2.2 to 2.4, 2.6, 2.7, 2.22 and 3.4(a) of Schedule 4;

“Fundamental Warranty Claim” means a claim by the Purchasers the basis of which is that a Fundamental Warranty is, or is alleged to be, untrue or inaccurate;

“GBP” means British pounds sterling;

“GCSB Share Capital” means the USD 365,000 of share capital of Genworth Consulting Services (Beijing) Limited;

“Genworth Sale Shares” means the 792,000 core FIG Shares, the 1 nominal FIG Share and the aggregate 2,429 FIG Shares by cell;

“Genworth Transitional Services Agreement” means an agreement for transitional services among the Companies, Genworth and the Purchaser, in the Agreed Form;

“GFEGH Share” means a share of GBP 1.00 in the capital of Genworth Financial European Group Holdings Limited;

“GGSA Share” means a share of HK $1.00 in the capital of Genworth General Services Asia Limited;

“Governmental Authority” means any multinational, supranational, national, federal, state, provincial or local governmental or judicial or regulatory or supervisory authority, system or body or entity or any subdivision thereof, including without limitation, any Regulatory Authority, any Taxation Authority, agency, court, tribunal, board, commission, instrumentality, division, department, court or other body thereof;

“HR Data Room” means the documents referred to in the index of HR Data Room documents, in the Agreed Form, annexed to the Disclosure Letter;

“HR Database Provider” has the meaning given in clause 4.6(a);

“HR Database Work Order” has the meaning given in clause 4.6(a);

“Independent Accountant” means Ernst & Young LLP, or, in the event that Ernst & Young LLP refuses or is otherwise unable to act as the Independent Accountant, an independent and internationally recognized certified public accounting firm mutually agreeable to the parties, cooperating in good faith;

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“Independent Actuary” has the meaning given in clause 10.9(c);

“Initial Consideration” has the meaning given in clause 2.3;

“Insurance Companies” means Financial Assurance Company Limited, Financial Insurance Company Limited and Financial Insurance Guernsey PCC Limited;

“Insurance Companies Accounts” means the audited balance sheet of each Insurance Company as at the Accounts Date and the audited profit and loss account and cash flow statement of each Insurance Company for the year ended on the Accounts Date;

“Insurance Contract” means an insurance contract issued, written or performed by any of the Insurance Companies or any reinsurance contract entered into by any of the Insurance Companies as reinsurer thereunder (including a group insurance contract; and any related document issued to participants in any group scheme to which such group insurance contract applies);

“Insurance Premium Tax” means (a) UK insurance premium tax as provided for in the UK Finance Act 1994 and the UK Insurance Premium Tax Regulations 1994 (SI 1994/1774); and (b) any Tax of a similar nature to the tax in (a) which is levied in the European Union;

“Intellectual Property Rights” means (a) copyright and related rights, patents, utility models, rights to inventions, database rights and rights in trade marks and service marks, trade names and domain names, designs, computer software, rights to preserve the confidentiality of information (including know-how and trade secrets together “Know-How”), rights in get-up, goodwill and the right to sue for passing off and unfair competition, (b) applications for (and rights to apply for and be granted) “renewals or extensions of, and rights to claim priority from, any of the foregoing rights and (c) all other intellectual property rights and equivalent or similar forms of protection existing now or in the future anywhere in the world, in each case whether registered or unregistered;

“Irish ESOP” means the Genworth Financial Share Participation Scheme;

“Irish SERP Payment” means a payment in respect of the total amount payable to the employee with SSO number 110000042 in lieu of such employee’s on-going participation in the Irish Supplemental Executive Retirement Plan as set out in the Irish SERP Waiver;

“Irish SERP Waiver” means the waiver and release signed by the employee with SSO number 110000042 on 10 July 2015 waiving all benefit entitlements payable to or in respect of such employee under the Irish Supplemental Executive Retirement Plan and agreeing to the winding up of that plan as set out in folder 6.4.13 of the HR Data Room;

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“Irish Supplemental Executive Retirement Plan” means the Genworth Financial Irish Executive Life Assurance and Supplemental Retirement Benefits Plan for the employee with SSO number 110000042 established by an agreement dated 2 June 2009;

“Irrevocable Offer” means (a) the irrevocable offer deed in respect of the Target Group entered into by the Purchaser in favour of the Sellers; and (b) the letter from the Sellers to the Purchaser by way of response;

“IT Contract” means any third party contract under which an IT System is licensed, leased, supplied, maintained or supported;

“IT Systems” means the information and communications technologies used by the Target Group Companies on the Offer Date, including hardware, software, networks and associated documentation;

“Key Client” has the meaning given in Schedule 2 of the Disclosure Letter;

“Key Client Agreement” means any Distribution Agreement entered into between a Target Group Company and a Key Client;

“Long Stop Date” means the date falling nine (9) months after the Offer Date;

“Material Contract” means any written contract, agreement or instrument to which any Target Group Company is party or is otherwise subject as of the Offer Date, and in each case that:

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“Mortgage Business Transitional Services Agreement” means an agreement for transitional services among the Companies, Genworth Financial Mortgage Insurance Limited and Genworth Financial Mortgage Services Limited, in the Agreed Form;

“Mortgage Insurance Business” means the business of underwriting, issuing, administering, servicing, marketing, reinsuring, brokering, selling or otherwise distributing Mortgage Insurance Products;

“Mortgage Insurance Products” means each and any of the following products (that include the insurance or transfer of mortgage credit default risk and (i) are not primarily underwritten on the basis of the life, health, disability or longevity risk of the borrower and (ii) do not insure unemployment risk):

“New Financial Database” has the meaning given in clause 4.6(a);

“New HR Database” has the meaning given in clause 4.6(a);

“New Payroll Agreement” has the meaning given in clause 4.6(a);

“Non-Compete Period” has the meaning given in clause 7.1;

“Non-Defaulting Party” has the meaning given in clause 5.4;

“Notice of Claim” has the meaning given in paragraph 1 of Schedule 5;

“Objection Notice” has the meaning given in clause 2.6;

“Offer Date” means the date of the Irrevocable Offer;

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“Owned IP” means the Intellectual Property Rights owned by the Target Group Companies;

“Payroll Provider” has the meaning given in clause 4.6(a);

“Period” has the meaning given in clause 8.13(c);

“PPI” means payment protection insurance, as such term is commonly understood in the insurance market;

“PPI Complaint” means any claim or complaint brought by any person against a Target Group Company in respect of PPI Selling Activity or in respect of the handling by or on behalf of a PPI Distributor or the Relevant Distributor of any claim or complaint in respect of PPI Selling Activity;

“PPI Distributor” means a person other than a Key Client who was a Distributor in the United Kingdom with respect to PPI at any time prior to 1 January 2005;

“PPI Distributor Mis-selling Losses” means any PPI Mis-selling Losses which arise out of or directly relate to PPI Selling Activity undertaken by a PPI Distributor, its agents or its appointed representatives (as the case may be) prior to 1 January 2005;

“PPI Distributors Claim” means a claim under the covenant in clause 10.7(a);

“PPI Mis-selling Losses” means all damages, losses, liabilities, penalties, fines, costs, interest and expenses, including for the avoidance of doubt costs and liabilities relating to FOS fees, claim administration, complaints handling, customer notifications and redress amounts, incurred by any Target Group Company whether before or after Completion in respect of:

but excluding for the avoidance of doubt, any sums which are recovered as Complaints-Handling Losses.

“PPI Selling Activity” means any activity undertaken by a PPI Distributor or the Relevant Distributor (as the case may be) or their agents or appointed representatives (as the case may be) in relation to the sales, marketing or administration of PPI products underwritten by any Target Group Company;

“PRA” means the United Kingdom Prudential Regulation Authority;

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“Proceedings” has the meaning given in paragraph 2.1 of Schedule 9;

“Property” has the meaning given in paragraph 2.14 of Schedule 4;

“Provider” has the meaning given in paragraph 7.3 of Schedule 5;

“Purchaser’s Condition” means the Condition Precedent in paragraph 1 of Schedule 3;

“Purchaser’s Group” means the Purchaser and all its holding companies and subsidiaries, and its holding company’s subsidiaries, other than the Target Group, and “Purchaser’s Group Company” shall mean any one of them;

“Purchaser’s Solicitors” means Clifford Chance LLP of 10 Upper Bank Street, London, E14 5JJ;

“Purchaser Tax Claim Period” has the meaning given in paragraph 4.4 of Schedule 5;

“Recipient” has the meaning given in paragraph 7.3 of Schedule 5;

“Regulatory Authority” means any person, body, court, tribunal, authority, government, local government or regulatory agency with regulatory, supervisory, enforcement, administrative and/or criminal law powers in any jurisdiction;

“Reinsurance Contracts” has the meaning given in paragraph 3.3 of Schedule 4;

“Relevant Authorities” means the Financial Regulatory Authorities and the Antitrust Authorities;

“Relevant Date” means the date which is three (3) years prior to the Offer Date;

“Relevant Distributor” has the meaning set forth in Schedule 2 of the Disclosure Letter;

“Relevant Distributor Agreement” means the agreement proposed to be entered into between certain Target Group Companies, the Relevant Distributor and certain of its affiliates, in connection with liabilities relating to the sale of Insurance Contracts;

“Relevant Distributor Dispute” means (a) any dispute between the Target Group and the Relevant Distributor relating to the allocation of Relevant Distributor Mis-selling Losses or the withholding of profit share from the Relevant Distributor in relation thereto and (b) any dispute relating to the withholding of profit share in respect of such Relevant Distributor Mis-selling Losses by the Target Group from the Relevant Third Party;

“Relevant Distributor Mis-selling Losses” means any PPI Mis-selling Losses which arise out of or directly relate to PPI Selling Activity undertaken by the Relevant Distributor or its agents or its appointed representatives (as the case may be) prior to 1 January 2005;

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“Relevant Proportion” means two-thirds (2/3);

“Relevant Third Party” has the meaning set forth in Schedule 2 of the Disclosure Letter;

“Reserves” means all the technical provisions of the Insurance Companies as set out in each of the Insurance Companies Accounts (including the mathematical reserves, premium reserves, equalisation reserve, claims reserves, commission reserves and incurred but not reported reserves);

“Reserving Methodology” means the reserving assumptions and principles applied by each Insurance Company in calculating the Reserves and disclosed in folders 4.1.5, 4.2.2, 4.2.6, 4.2.7, 4.2.10, 4.2.11, 4.2.17, 3.15.2.1 and 3.15.2.7 in the Data Room;

“Retrocession Agreements” means all reinsurance business written by Financial Insurance Guernsey PCC Limited as reinsurer with parties which are not Target Group Companies other than the Sunshine Contracts;

“Review Committee” has the meaning given in clause 4.8;

“Review Period” has the meaning given in clause 2.6;

“Sale Shares” means the BLAIC Sale Shares, the EGF Sale Shares and the Genworth Sale Shares;

“Second Termination Date” has the meaning given in clause 10.8;

“Seller Bonus Plans” means the 2015 Genworth Financial Variable Incentive Compensation Plan and the 2015 Reach for Success Plan as listed in folder 6.2 (Short term incentives) of the HR Data Room;

“Seller Equity Compensation Awards” means the Seller Stock Options, Seller SARs and Seller RSUs;

“Seller Group Plan” means any incentive, retirement, bonus or other benefit plan, programme, arrangement or agreement established, maintained or contributed to by the Sellers’ Group that any Employee has previously participated, or currently participates, in, that is not a Target Group Plan, as listed in folder 1.2 of the HR Data Room;

“Seller Incentive Plan” means the critical skill set key employee retention awards listed in document 1.4.24 of the HR Data Room;

“Seller Payment” means a payment representing an amount (calculated on an after Tax basis (other than with respect to the Divestiture Incentive Plans)) in respect of (i) the Seller Retention Plan Amount and/or (ii) any employer social security contributions arising in connection with the Seller Retention Plan Amount;

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“Seller Payment Notice” means a written notice provided by the Purchaser to the Sellers identifying a Seller Payment and setting out (with appropriate detail to explain the Tax related aspects of any adjustments made) how the Seller Payment has been calculated;

“Seller Retention Plan Amount” means an amount representing the total of all amounts that Employees are entitled to in accordance with the terms of any awards under the Seller Retention Plans;

“Seller Retention Plans” means the Cash in Lieu of Equity Retention Bonus Agreements (as set out in document 1.2.15 of the HR Data Room) and the Divestiture Incentive Plans entered into by any member of the Sellers’ Group or their affiliates with Employees;

“Seller RSUs” means any outstanding restricted stock units granted to Employees by Genworth Financial, Inc. pursuant to the 2012 Genworth Financial, Inc. Omnibus Incentive Plan and 2004 Genworth Financial, Inc. Omnibus Incentive Plan or any other outstanding restricted stock units granted to Employees by the Sellers’ Group, details of which have been disclosed in the HR Data Room at folder 1.2;

“Seller SARs” means any outstanding stock appreciation rights granted to Employees by Genworth Financial, Inc. pursuant to the 2012 Genworth Financial, Inc. Omnibus Incentive Plan and 2004 Genworth Financial, Inc. Omnibus Incentive Plan or any other outstanding stock appreciation rights granted to Employees by the Sellers’ Group, details of which have been disclosed in the HR Data Room at folder 1.2;

“Seller Stock Options” means any outstanding stock options granted to Employees by Genworth Financial, Inc. pursuant to the 2012 Genworth Financial, Inc. Omnibus Incentive Plan and 2004 Genworth Financial, Inc. Omnibus Incentive Plan or any other outstanding stock options granted to Employees by the Sellers’ Group, details of which have been disclosed in the HR Data Room at folder 1.2;

“Sellers’ Condition” means the Condition Precedent in paragraph 2 of Schedule 3;

“Sellers’ Group” means the Sellers’ Guarantor and all its subsidiary holding companies and subsidiaries, and its subsidiary holding company’s subsidiaries, from time to time, other than the Target Group;

“Sellers’ Individual Warranties” means the statements set out in paragraph 1 of Schedule 4;

“Sellers’ Intellectual Property” means all Intellectual Property Rights owned, licensed or used by the Sellers or any other member of the Sellers’ Group but excluding any Business IP;

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“Sellers’ Solicitors” means Sidley Austin LLP of Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, United Kingdom and 1 S. Dearborn, Chicago, IL 60603;

“Senior Employee” means Bob Brannock, Jeff Whiteus, Peter Barrett, Paul Caprez, Andrew Flaherty, Jess Kuller and James Rember;

“Separation” has the meaning given in clause 4.6(b);

“Separation Plan” means the separation plan set out in Schedule 17;

“Settlement Objection Notice” has the meaning given in clause 10.9(c);

“Settlement Report” has the meaning given in clause 10.9(c);

“Skandia” means CJEU Case C – 7/13 Skandia America;

“Spanish Passporting Claim” means a claim under the covenant in clause 10.7(d);

“Stockholders Equity” means, as of any date of determination, an amount equal to the total consolidated stockholders’ equity of the Companies, calculated in accordance with the Agreed Accounting Principles and set forth in USD;

“Subsidiaries” means the subsidiary undertakings of the Companies listed in Schedule 2 Part 2;

“Sunshine Contracts” means the agreements contained in folder 5.2.1.6.133 of the Data Room;

“Target Group” means the Companies and the subsidiary undertakings of the Companies and “Target Group Company” shall mean any one of them;

“Target Group Financial Data” has the meaning given in clause 4.6(a);

“Target Group HR Data” has the meaning given in clause 4.6(a);

“Target Group Plan” means the incentive, retirement, bonus and benefit plans or arrangements established or maintained by a Target Group Company for the benefit of the Employees, as listed in folder 1.4 (excluding document 1.4.6.3) of the HR Data Room. For the avoidance of doubt, neither the Seller Group Plans, nor the Transferring Seller Group Plan, nor the UK Defined Benefit Plan shall be a Target Group Plan;

“Target Group Policy” has the meaning given in paragraph 2.21 of Schedule 4;

“Taxation” or “Tax” means:

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“Taxation Authority” means any taxing or other authority competent to impose, administer or collect any Taxation;

“Tax Claim” means a Tax Covenant Claim or a Tax Warranty Claim;

“Tax Covenant” means the tax covenant contained in Schedule 10;

“Tax Covenant Claim” means a claim by the Purchaser against the Sellers under the Tax Covenant;

“Tax Warranties” means the Warranties contained in paragraph 4 of Schedule 4;

“Tax Warranty Claim” means a claim by the Purchaser against the Sellers under a Tax Warranty;

“Third Party Agreements” has the meaning given in clause 4.6(h);

“Third Party Claim” has the meaning given in paragraph 7 of Schedule 5;

“Third Party Sum” has the meaning given in paragraph 8.2 of Schedule 5;

“Threshold” has the meaning given in paragraph 3.1(b) of Schedule 5;

“Transaction” means the transaction contemplated by this Agreement;

“Transaction Documents” means the Irrevocable Offer, this Agreement and the documents referred to in it, including the Genworth Transitional Services Agreement, the Mortgage Business Transitional Services Agreement, the Transitional IP License Agreement, the Trust Administrative Services Agreements, the Company Administrative Services Agreements (if applicable) and any other agreements executed or to be executed by the parties (or any of them) in connection with this Agreement, the Genworth Transitional Services Agreement, the Mortgage Business Transitional Services Agreement, the Transitional IP License Agreement, the Irrevocable Offer, the Trust Administrative Services Agreements or the Company Administrative Services Agreements (if applicable) on or after the Offer Date;

“Transferring Seller Group Plan” means the Genworth Financial UK Supplemental Executive Retirement Plan established under a deed poll executed on 24 October 2008 with respect to the Employees with the following SSO numbers: 350000233, 110003755, 350000676 and 430005397;

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“Transitional IP License Agreement” means an agreement for the licensing of certain Intellectual Property Rights from Genworth Holdings, Inc. and the Sellers’ Guarantor to the Target Group, in the Agreed Form;

“Trust Administrative Services Agreement” means each of the agreements for administrative services to be entered into among (a) Banco Invex, S.A., Institucion de Banca Multiple, Invex Grupo Financiero, Fiduciario, for the Genworth Seguros Danos, S.A. de C.V. Trust, and Genworth Operaciones, S. de R.L. de C.V., in substantially the Agreed Form, and (b) Banco Invex, S.A., Institucion de Banca Multiple, Invex Grupo Financiero, Fiduciario, for the Genworth Seguros Vida, S.A. de C.V. Trust, and Genworth Operaciones, S. de R.L. de C.V., in substantially the form of the agreement referenced in clause (a), as applicable;

“UK Defined Benefit Plan” means the Genworth Financial UK Pension Scheme, a UK pension scheme registered under the Finance Act 2004 which is currently governed by a second definitive deed and rules dated 15 April 2015;

“Unconditional Date” has the meaning given in clause 5.1;

“Underwriting Loss” has the meaning given in clause 10.9(d);

“Unreasonable Condition” means any restriction or requirement imposed by a Governmental Authority to:

“US GAAP” means generally accepted accounting principles and practices in the United States of America as at the Completion Date or, where applicable, as at the relevant date to which such accounting principles and practices have been or are to be applied;

“US Employee” means the employee with SSO number 326000988;

“USD” means United States dollars;

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“VAT” means:

“VATA” means, in the United Kingdom, the Value Added Tax Act 1994 and, in a jurisdiction outside the United Kingdom, any equivalent legislation;

“Warranties” means the statements set out in paragraphs 2 to 4 of Schedule 4;

“Warranty Claim” means a claim by the Purchaser under or pursuant to the provisions of clause 10.2; and

“Withholding Relief” has the meaning given in clause 18.6.

except to the extent that any legislation or subordinate legislation made or enacted after the Offer Date would create or increase the liability of the Sellers under this Agreement.

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or if it is a subsidiary of a company that is itself a subsidiary of that other company;

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in each case, with all rights attaching to them and free from all Encumbrances and with full title guarantee.

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The Purchaser and the Sellers shall use their respective reasonable endeavours to resolve any disputed items included in the Objection Notice; provided that if they are unable to do so within thirty (30) calendar days following the delivery of the Objection Notice, then by notice from either party to the other, the disagreement shall be submitted for resolution to the Independent Accountant. In any such submission pursuant to the preceding sentence, the amount proposed with respect to any disputed item shall not in the absence of manifest error in the Completion Balance Sheet or the Objections Notice be more favorable to (i) the Purchaser than the amount proposed by the Purchaser in the Completion Balance Sheet and (ii) the Sellers than the amount proposed by the Sellers in the Objection Notice. If a dispute is submitted to the Independent Accountant for resolution, Purchaser and the Sellers shall enter into a customary engagement letter with the Independent Accountant at the time such dispute is submitted to the Independent Accountant and shall, and the Purchaser shall cause the Target Group Companies and its and their respective independent accountants to, cooperate with the Independent Accountant in connection with its review and determination pursuant to this clause 2.6, including, in the case of the Purchaser, by providing, or using its reasonable endeavours to cause the Target Group Companies to provide, to the Independent Accountant and its representatives access to all relevant books, records, work papers and employees of the Purchaser and the Target Group Companies for purposes thereof, provided that the independent accountants of the Purchaser will not be obligated to make any work papers available to the Sellers unless and until the Sellers have signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.

The Independent Accountant shall be directed to promptly, and in any event within thirty (30) calendar days after its appointment, render its decision on the disputed items. The Independent Accountant’s review of the calculation of the Completion Balance Sheet shall be limited to a determination of whether it was prepared and calculated in accordance with the Agreed Accounting Principles. For the avoidance of doubt, the Independent Accountant shall not review any items or make any determination with respect to any matters not subject to a dispute in the Objection Notice. The Independent Accountant’s determination as to each item in dispute shall be set forth in a written statement delivered to each party, which shall include the Independent Accountant’s determination as to the calculation of the Completion Stockholders Equity Amount, all of which shall be final and binding on all parties, save in the event of manifest error, in which case the Independent Accountant’s report shall be void and the matter shall be remitted to the Independent Accountant for correction. In resolving any disputed item, the Independent Accountant may not assign a value to such item more favorable to the Sellers than the value for such item claimed by the Sellers in the Objection Notice, if any, or more favorable to the Purchaser than the value for such item claimed by the Purchaser in the Completion Balance Sheet. The aggregate fees and expenses of the Independent Accountant shall be allocated evenly between the Purchaser, on the one hand, and the Sellers, on the other hand. The final determinations of the Independent Accountant pursuant to this clause 2.6 shall be deemed expert determinations under English law governing expert determination and appraisal proceedings. Any claim, dispute or controversy arising out of or relating to the final determinations of the Independent Account pursuant to this clause 2.6, including enforcement of such final determinations, shall be resolved by the courts referenced in clause 21.

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The consolidated balance sheet of the Companies prepared in accordance with the Agreed Accounting Principles that is final and binding on the Sellers and the Purchaser as determined either through the agreement of the Sellers and the Purchaser pursuant to clause 2.5 or 2.6, as applicable, or through the determination of the Independent Accountant pursuant to this clause 2.6, is referred to herein as the “Final Balance Sheet.” The Stockholders Equity reflected in such Final Balance Sheet, multiplied by the USD to EUR Conversion Rate as of the end of the last day of the month immediately preceding the month during which Completion occurs, is referred to herein as the “Final Stockholders Equity Amount.”

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provided that nothing in this clause 3.2 shall (i) oblige the Purchaser to disclose commercially sensitive information to the Sellers or allow the Sellers access to commercially sensitive discussions with any Relevant Authority or (ii) prohibit the Purchaser from responding to or incorporating the comments of the Relevant Authority in respect of any aspect of such notification.

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provided that nothing in this clause 3.5 shall oblige the Purchaser to disclose commercially sensitive information to the Sellers or allow the Sellers access to commercially sensitive discussions with any Relevant Authority.

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including providing copies of relevant board papers and minutes and regulator correspondence, which may be redacted in good faith by the Sellers to protect privilege, comply with Applicable Law or to protect commercially sensitive information.

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and confirm in writing to the Purchaser that this has been done.

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and the provisions of clause 4.6(a)(i)(1) to 4.6(a)(i)(3) shall apply mutatis mutandis; and/or

and the provisions of clause 4.6(a)(ii)(1) to 4.6(a)(ii)(3) shall apply mutatis mutandis; and

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amend Schedule 2 during the period between the Offer Date and the Completion Date and shall promptly provide the Purchaser with a revised draft of Schedule 2 reflecting any such amendments.

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save as expressly permitted by the terms of the Transitional IP License Agreement.

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in each case, all of the business records of the Target Group created in respect of the period before Completion and created prior to Completion (including all records related or otherwise pertaining to the matters set out in Schedule 9 hereto) that are in its, the Target Group’s or a member of the Purchaser’s Group’s possession or control, and the Purchaser shall procure that any business record that is held by the Target Group before Completion and which is required by law to be retained is properly maintained and retained subject to any mandatory obligations of the Target Group under Applicable Law.

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Furthermore, nothing in clause 7.1 shall restrict any person that purchases assets, operations or a business from the Sellers if such person is not an affiliate of any Seller after such transaction is consummated.

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Furthermore, nothing in clause 7.3 shall restrict any person that purchases assets, operations or a business from the Purchaser if such person is not an affiliate of the Purchaser after such transaction is consummated.

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For purposes of the foregoing, the Sellers’ Group and the Purchaser shall mutually cooperate to take such actions as are necessary or appropriate to effectuate the provisions of this clause 8.8.

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Clause 9.2 may be enforced by each relevant member of the Sellers’ Group against the Purchaser under the UK Contracts (Rights of Third Parties) Act 1999. The provisions of clause 9.2 may be varied by agreement between the Sellers and the Purchaser (and the Sellers may also release or compromise in whole or in part any liability in respect of rights or claims contemplated by clause 9.2) without the consent of any other member of the Sellers’ Group.

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such obligation to continue in the case of clause 10.8(a) until the date (the “First Termination Date”) on which the relevant Target Group Company and the Relevant Distributor enter into the Relevant Distributor Agreement, and in the case of clause 10.8(b) until the date (the “Second Termination Date”) on which both the Relevant Distributor Agreement has been entered into and the relevant Target Group Company has entered into an administration agreement with the Relevant Third Party in respect of the administration of Insurance Contracts distributed by the Relevant Distributor. The form of the Relevant Distributor Agreement and the administration agreement with the Relevant Third Party will in each case be subject to the prior approval of the Purchaser prior to Completion and the prior approval of the Sellers following Completion (in each case, such approval not to be unreasonably withheld or delayed), and in the case of the Relevant Distributor Agreement will be substantially in the Agreed Form. Prior to Completion the Sellers shall and shall cause the Target Group Companies to use reasonable endeavours, and following Completion the Purchaser shall and shall cause the Target Group Companies to use reasonable endeavours, to procure the execution and delivery of the Relevant Distributor Agreement and the administration agreement with the Relevant Third Party. Within thirty (30) Business Days of each of the First Termination Date and the Second Termination Date the Purchaser will issue a final demand in respect of all accrued and unpaid obligations of the Sellers under clause 10.8(a) or, as applicable, (b) and upon payment of such demand the Sellers shall be released from their obligations under this clause 10.8; provided, however, if each of the First Termination Date and Second Termination Date shall occur prior to Completion, no such demand shall be required and the Sellers shall have no liability whatsoever under this clause 10.8.

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Furthermore, the Purchaser acknowledges and agrees that no fact, condition, development or issue relating to adequacy or sufficiency of the Reserves may be used, directly or indirectly, to demonstrate or support the breach of any Sellers’ Individual Warranties or Warranties.

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The Purchaser warrants to the Sellers that as of the Offer Date and at the Completion Date:

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as follows (or at such other address for a party as shall be specified by like notice):

Genworth Financial, Inc.

6620 W. Broad Street

Richmond, Virginia 23230

Fax: (804) 662-2414

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marked for the attention of Ward Bobitz,

Email: ward.bobitz@genworth.com,

with a copy to (which copy shall not constitute notice) the Sellers’ Solicitors at:

Sidley Austin LLP

Woolgate Exchange

25 Basinghall Street

London EC2V 5HA

and

Sidley Austin LLP

One South Dearborn

Chicago, IL 60603

marked for the attention of Stephen Blackshaw, Martin Membery, Perry Shwachman and Sean Carney,

Email: sblackshaw@sidley.com, mmembery@sidley.com,

pshwachman@sidley.com and scarney@sidley.com;

21, avenue Matignon

75008 Paris

France

Fax: +33 156 699275

marked for the attention of Helen Browne,

Email: helen.browne@axa.com,

with a copy to (which copy shall not constitute notice) the Purchaser’s Solicitors at:

Clifford Chance LLP

10 Upper Bank Street

London E14 5JJ

marked for the attention of Katherine Coates,

Email: Katherine.coates@cliffordchance.com.

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Except as provided below, at any time prior to Completion, neither the Sellers, the Sellers’ Guarantor nor the Purchaser may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other parties hereto. Following Completion, the Purchaser may assign or transfer any of its rights or obligations under this Agreement to any Purchaser’s Group Company without the prior consent of the Sellers, provided that no assignment shall be effective to limit the Purchaser’s obligations hereunder. Any of the Sellers (but not the Sellers’ Guarantor) may without the further consent of the Purchaser, transfer any of their respective rights or obligations under this Agreement to any other Sellers’ Group Company at the time, or in contemplation, of the winding-up or other dissolution of such transferring Seller, but not otherwise. The Purchaser hereby consents to any such transfer of the rights and obligations of any Seller under this Agreement, provided that the assignee enters into a deed of novation undertaking to the relevant Seller and the Purchaser to comply with such assigned obligations. No transfer of a Seller’s rights or obligations pursuant to this clause 17 shall be effective to transfer or limit the Sellers’ Guarantor’s obligations hereunder.

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Delay in exercising or non exercise of any such right is not a waiver of that right.

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The language of this Agreement and the transactions envisaged by it is English and all notices to be given in connection with this Agreement must be in English. All demands,

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requests, statements, certificates or other documents or communications to be provided in connection with this Agreement and the transactions envisaged by it must be in English or accompanied by a certified English translation; in this case the English translation prevails unless the document or communication is a statutory or other official document or communication.

AS WITNESS this Agreement has been signed by the parties (or their duly authorised representatives) on the date stated at the beginning of this Agreement.

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SCHEDULE 1

PARTICULARS OF THE SELLERS’ SHAREHOLDINGS IN THE COMPANIES

The particulars set forth below shall not be untrue as a result of any Seller taking or causing to be taken any action set out in Schedule 13.

Genworth Financial European Group Holdings Limited:

Financial Insurance Guernsey PCC Limited:

Genworth Consulting Services (Beijing) Limited:

Genworth General Services Asia Limited:

CFI Administrators Limited:

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SCHEDULE 2

PARTICULARS OF THE COMPANIES AND SUBSIDIARIES

Part I – THE COMPANIES

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Part II – THE SUBSIDIARIES

Subsidiaries of Genworth Financial European Group Holdings Limited:

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Part III – DIRECTORS AND REGISTERED OFFICES

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SCHEDULE 3

CONDITIONS PRECEDENT

Completion is conditional on:

Financial Regulatory Authority Approvals

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Antitrust Authority Approvals

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SCHEDULE 4

SELLERS’ WARRANTIES

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Each Target Group Company is validly existing under the laws of their jurisdiction of incorporation with the power and authority to conduct their business as presently conducted.

Other than as contemplated by this Agreement:

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Since the Accounts Date:

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The execution, delivery and performance by the Sellers of the Transaction Documents to which they are parties will not constitute a breach by any Seller of (a) any Applicable Law in any relevant jurisdiction which is material in the context of the Transaction or (b) any Material Contract to which such Seller or any Target Group Company is a party or by which it is bound or submits and which is material in the context of the Transaction provided that for purposes of this paragraph 2.13(b), the reference to “Distribution Agreements” in the definition of “Material Contracts” shall be deemed to be a reference solely to the “Key Client Agreements.”

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Other than the (a) Transaction Documents, (b) contracts or agreements identified in Section 2.19 of Part A of Schedule 1 of the Disclosure Letter, (c) contracts or agreements that will terminate at or prior to Completion or (d) contracts or agreements that are not material to the continued operation of the business of the Target Group Companies taken as a whole, no contract or arrangement exists between, on the one hand, any Target Group Company and, on the other, any Seller or any other member of the Sellers’ Group (or any person connected with any of them).

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The Target Group has no outstanding liabilities in respect of Tax that have not been duly paid (to the extent such Tax has fallen due for payment) which in aggregate exceed an amount equal to GBP 250,000 (of which no single liability in respect of Tax exceeds GBP 25,000).

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No Target Group Company has since the Relevant Date paid or become liable to pay any interest, penalty, surcharge or fine relating to Taxation.

The amount of Taxation chargeable on the Target Group within the past twelve (12) months has not been affected to any material extent by any special concession, agreement or other formal or informal arrangement with any Taxation Authority (not being a concession, agreement or arrangement available to companies generally).

No Target Group Company has since the Relevant Date been subject to or is currently subject to any investigation or audit by any Taxation Authority.

No Target Group Company has, nor at any time since the Relevant Date has had, its Tax affairs dealt with on a consolidated basis or formed a fiscal unity.

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Neither the execution nor the performance of, nor any action taken in pursuance of this Agreement, nor the satisfaction or any condition to which this Agreement is subject will result in a Taxation liability for any Target Group Company.

So far as the Sellers are aware, no Target Group Company is liable for any Tax which is the primary liability of a person other than such Target Group Company, or which is charged by reference to the income or gains of another person.

Each Target Group Company has paid in full all liabilities to Insurance Premium Tax.

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SCHEDULE 5

LIMITATIONS ON LIABILITY

If the Purchaser, any member of the Purchaser’s Group or the Target Group becomes aware of a matter or circumstance which may give rise to a Warranty Claim (other than a Tax Claim), a Clause 10.7 Covenant Claim or a claim under clause 10.8, the Purchaser shall give notice to the Sellers (a “Notice of Claim”) specifying so far as is practicable in the time available that matter or circumstance in reasonable detail (including, without limitation, where practicable in the time available the Purchaser’s good faith estimate, on a without prejudice basis, of the amount of such claim (“Best Estimate”)) as soon as reasonably practicable (and in any event within forty five (45) days) after it becomes aware of that matter or circumstance. The Sellers shall not be liable for any losses in respect of a Warranty Claim (other than a Tax Claim) to the extent that they are increased, or are not reduced, as a result of any failure by the Purchaser to give notice as contemplated by this paragraph.

The Sellers shall not be liable in respect of a Warranty Claim (other than a Tax Covenant Claim or Fundamental Warranty Claim) to the extent the matter or circumstances giving rise to that claim:

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For the avoidance of doubt, any liability of the Sellers hereunder and under any other Transaction Document shall be determined without duplication of recovery by reason of the same Claim or the same matter or circumstance giving rise to any number of Claims.

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For the avoidance of doubt, the liability of the Sellers under any other provision of this Agreement shall not be subject to any financial limits.

The period in which the Purchaser may bring a Tax Claim pursuant to this paragraph 4.4 is referred to as the “Purchaser Tax Claim Period” for the purposes of this Agreement.

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Any damages in respect of a Warranty Claim shall be assessed on the basis of the diminution in value of the Sale Shares directly attributable to the matter or circumstance giving rise to that Warranty Claim and not on any other basis. In particular, but without limitation, there shall be taken into account the amount by which any Taxation, for which the Purchaser or the Target Group is now or in the future accountable or liable to be assessed, is reduced or extinguished as a result of the matter or circumstance giving rise to the relevant Warranty Claim, such Taxation to be calculated on the basis of rates of Taxation prevailing at the time of the Warranty Claim.

Any payment made by the Sellers in respect of a Warranty Claim shall, to the maximum extent possible, be deemed to be a reduction in the Consideration.

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provided that the Sellers shall not take any action under this paragraph 7.1 in respect of a Third Party Claim relating to a claim under clause 10.8 that will, in the Purchaser’s reasonable opinion, delay or materially adversely affect the finalisation and execution of the Relevant Distributor Agreement.