Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Genworth Financial, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Table of Contents

January 25, 2017

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders of Genworth Financial, Inc., a Delaware corporation (“Genworth”), which will be held on March 7, 2017, at 9:00 a.m. Eastern Time, at The Westin Richmond located at 6631 West Broad Street, Richmond, Virginia 23230. The purpose of the meeting is to consider and vote on proposals relating to the proposed acquisition of Genworth by China Oceanwide Holdings Group Co., Ltd., a limited liability company incorporated in the People’s Republic of China (“China Oceanwide”), through its subsidiary, Asia Pacific Global Capital Co., Ltd., a limited liability company incorporated in the People’s Republic of China (“Asia Pacific”).

On October 21, 2016, Genworth entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “merger agreement”) with Asia Pacific, Asia Pacific Global Capital USA Corporation, a Delaware corporation and an indirect, wholly owned subsidiary of Asia Pacific (“Merger Sub”), and an indirect subsidiary of China Oceanwide. Subject to the terms and conditions of the merger agreement, Merger Sub will merge with and into Genworth (the “merger”), with Genworth surviving the merger as an indirect, wholly owned subsidiary of Asia Pacific and an indirect subsidiary of China Oceanwide. If the merger is completed, you will be entitled to receive $5.43 in cash, without interest, and less any applicable withholding taxes, for each share of Genworth’s Class A common stock, par value $0.001 (“Genworth common stock”), you own as of the date of the merger (unless you have properly exercised your appraisal rights with respect to the merger). At the special meeting, Genworth will ask you to adopt the merger agreement.

The proxy statement accompanying this letter provides you with more specific information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement. We encourage you to carefully read the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement.

After careful consideration, the board of directors of Genworth (the “Board”) unanimously determined that the merger is fair to, and in the best interests of, Genworth and its stockholders. Accordingly, the Board recommends that you vote “FOR” the proposal to adopt the merger agreement.

Your vote is very important, regardless of the number of shares of Genworth common stock you own. Genworth cannot complete the merger unless the holders of a majority of the outstanding shares of Genworth common stock entitled to vote on such matter at the special meeting vote in favor of the proposal to adopt the merger agreement. The failure to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

After reading the accompanying proxy statement, please make sure to vote your shares promptly by proxy by completing, signing and dating the accompanying proxy card and returning it in the enclosed prepaid envelope or by voting by proxy by telephone or through the Internet. Instructions regarding all three methods of voting by proxy are provided on the accompanying proxy card. If you hold shares through an account with a bank, broker, trust or other nominee, please follow the instructions you receive from it to vote your shares.

Thank you for your continued support and your consideration of this matter.

Neither the United States Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated January 25, 2017 and is first being mailed to Genworth’s stockholders on or about January 25, 2017.

Table of Contents

GENWORTH FINANCIAL, INC.

6620 West Broad Street

Richmond, Virginia 23230

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on March 7, 2017

To our Stockholders:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Genworth Financial, Inc. (“Genworth”) will be held on March 7, 2017, at 9:00 a.m. Eastern Time, at The Westin Richmond located at 6631 West Broad Street, Richmond, Virginia 23230, to address the following matters:

Only holders of record of Genworth’s Class A common stock, par value $0.001 per share (“Genworth common stock”), as of the close of business on January 17, 2017 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. A list of stockholders entitled to vote at the special meeting will be available for inspection by stockholders of record during regular business hours at Genworth’s executive offices at 6620 Broad Street, Richmond, Virginia 23230 for 10 days prior to the date of the special meeting and will be available at the special meeting.

For more information concerning the special meeting, the merger agreement, the merger and the other transactions contemplated by the merger agreement, please review the accompanying proxy statement and the copy of the merger agreement attached as Annex A to the proxy statement.

After careful consideration, the board of directors of Genworth (the “Board”) unanimously determined that the merger is fair to, and in the best interests of, Genworth and its stockholders and recommends that you vote “FOR” the proposal to adopt the merger agreement.

The Board also unanimously, by those directors present, recommends that you vote “FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to Genworth’s named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies.

Regardless of whether you plan to attend the special meeting in person, please fill in your vote, sign and mail the enclosed proxy card (or voting instruction form, if you hold your shares through a broker, bank, trust or other nominee) as soon as possible. We have enclosed a return envelope, which requires no postage if mailed in the United States. Alternatively, you may vote by proxy by telephone or through the Internet. Instructions

Table of Contents

regarding each of the methods of voting by proxy are provided on the enclosed proxy card. If you are voting by proxy by telephone or through the Internet, then your voting instructions must be received by 11:59 p.m. Eastern Time on the day before the special meeting. Your proxy is being solicited by the Board.

If you have any questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Georgeson LLC, toll-free at 888-877-5360.

Stockholders who do not vote in favor of the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares of Genworth common stock if the merger is completed, but only if they submit a written demand for appraisal of their shares before the taking of the vote on the merger agreement at the special meeting and they comply with all requirements under Section 262 of the General Corporation Law of the State of Delaware, which are summarized in greater detail in the accompanying proxy statement.

Your vote is very important. The merger cannot be completed unless the holders of a majority of the outstanding shares of Genworth common stock entitled to vote on such matter at the special meeting vote in favor of the proposal to adopt the merger agreement. Such adoption is a condition to the completion of the merger. If you fail to vote your shares by proxy by returning your proxy, by telephone or through the Internet, or fail to vote your shares at the special meeting in person, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

Richmond, Virginia

January 25, 2017

Please Submit Your Proxy—Your Vote is Important

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

1

Table of Contents

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

6

Table of Contents

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGER AND SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions you may have regarding the special meeting, the merger agreement or the merger. These questions and answers do not address all questions that may be important to you as a Genworth stockholder. Please refer to the more detailed information contained elsewhere in this proxy statement, the Annexes to this proxy statement and all documents referred to or incorporated by reference in this proxy statement. See the section entitled “Where You Can Find More Information,” beginning on page 155.

At the special meeting, you will be asked to consider and vote on:

15

Table of Contents

Abstentions and failures to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

The approval of the non-binding executive compensation advisory proposal requires the affirmative vote of the holders of a majority in voting power of the shares of Genworth common stock which are present at the special meeting in person or by proxy and entitled to vote on such matter. Although the Board intends to consider the vote resulting from this proposal, the vote is advisory only and, therefore, is not binding on Genworth or Asia Pacific or any of their respective subsidiaries, and, if the merger agreement is adopted by Genworth’s stockholders and the merger is completed, the compensation that is based on or otherwise relates to the merger will be payable to our NEOs, even if this proposal is not approved.

The approval of the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies in favor of the adoption of the merger agreement, requires the affirmative vote of the holders of a majority in voting power of the shares of Genworth common stock which are present at the special meeting in person or by proxy and entitled to vote on such matter. Pursuant to the merger agreement, if a quorum is not present at the special meeting, such affirmative vote may adjourn the meeting to a date that is a business day and no more than 30 days after the previous meeting date.

For a discussion of the factors that the Board considered in determining to recommend the adoption of the merger agreement, see the section entitled “The Merger—Reasons for the Board’s Recommendation,” beginning on page 65. In addition, in considering the Board recommendation with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be

16

Table of Contents

different from, or in addition to, the interests of Genworth’s stockholders generally. See the section entitled “The Merger—Interests of Certain Persons (Directors and Officers) in the Merger,” beginning on page 94, and related discussion in the section entitled “The Merger—Background of the Merger,” beginning on page 30.

All shares of Genworth common stock held by stockholders that are present in person, or represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

17

Table of Contents

Beneficial Holders. If you are the beneficial owner, but not the record owner, of Genworth common stock because you hold your shares through your bank, broker, trust or other nominee, you will receive instructions about voting from the bank, broker, trust or other nominee that is the stockholder of record of your shares. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of Genworth common stock, your bank, broker, trust or other nominee will not be able to vote your shares on the proposals. Your ability to vote by proxy over the Internet or by telephone depends on the voting procedures of your bank, broker, trust or other nominee. If you wish to attend the special meeting to vote in person, you will have to contact your bank, broker, trust or other nominee to obtain its proxy and bring that document with you to the meeting.

Retirement Plan Holders. If you hold shares of Genworth common stock through the Retirement and Savings Plan, the Canada Plan or the Ireland Plan, you will receive instructions about how to direct the trustee of your plan to vote your shares. Please review these voting instructions to determine your ability to vote by proxy over the Internet or by telephone.

Proxies or voting instruction forms submitted by holders of record of Genworth common stock by mail, telephone or Internet will be voted in the manner indicated by the individuals named on the proxy or the voting instruction form. If you submit your proxy by mail, by telephone or through the Internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on one or more of the proposals to be voted upon, your shares of Genworth common stock will be voted “FOR” each of those proposals. If you indicate “ABSTAIN” on a proposal to be voted upon, it will have the same effect as a vote “AGAINST” that proposal. If you do not submit a proxy or otherwise vote your shares of Genworth common stock using one of the alternative voting methods described above, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on approval of the non-binding compensation advisory proposal or the approval of the proposal to adjourn the special meeting if necessary or appropriate.

18

Table of Contents

If you hold your shares of Genworth common stock in the name of a bank, broker, trust or other nominee, you should contact such bank, broker, trust or other nominee to obtain instructions as to how to revoke or change proxies. If you submit your changed proxy or revocation by telephone or by Internet, it must be received by 11:59 p.m. Eastern Time on the day before the special meeting. If you submit your changed proxy or revocation by another method specified above, it must be received before the polls close for voting. Attendance at the meeting alone will not revoke a previously submitted proxy, you must also vote at the meeting to revoke or change a previously submitted proxy.

All properly submitted proxies received by Genworth before the special meeting that are not revoked or changed prior to being exercised at the special meeting will be voted at the special meeting in accordance with the instructions indicated on the proxies or, if no instructions were provided, “FOR” each of the proposals.

19

Table of Contents

In addition, if the merger agreement is terminated under specified circumstances, Genworth may be required to pay Asia Pacific a $105 million termination fee, and, upon termination of the merger agreement under other specified circumstances, Asia Pacific may be required to pay Genworth a $210 million termination fee. See the section entitled “The Merger Agreement—Termination Fees,” beginning on page 136.

20

Table of Contents

Georgeson LLC

1290 Avenue of the Americas, 9th Floor

New York, NY 10104

888-877-5360

If your shares are held for you by a bank, broker, trust or other nominee, you should also call your bank, broker, trust or other nominee for additional information.

21

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This communication includes certain statements that may constitute “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements may be identified by words such as “expects,” “intends,” “anticipates,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements regarding the outlook for Genworth’s future business and financial performance. Forward-looking statements are based on management’s current expectations and assumptions, which are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual outcomes and results may differ materially from those in the forward-looking statements, and factors that may cause such a difference include, but are not limited to, risks and uncertainties related to:

Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Genworth’s consolidated financial condition, results of operations, credit rating or liquidity. Accordingly, forward-looking statements should not be relied upon as representing Genworth’s views as of any subsequent date, and Genworth does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

22

Table of Contents

PARTIES TO THE MERGER

Genworth

Genworth Financial, Inc. is a financial services company dedicated to helping meet the homeownership and long-term care needs of its customers. Genworth operates its business through the following five operating segments:

In addition to its five operating business segments, Genworth also has Corporate and Other activities which include debt financing expenses, unallocated corporate income and expenses, eliminations of inter-segment transactions and the results of other businesses that are managed outside of its operating segments, including certain smaller international mortgage insurance businesses and discontinued operations (which we refer to as the “corporate and other activities”).

Shares of Genworth common stock are listed on the NYSE and trade under the symbol “GNW.”

Genworth’s principal executive offices are located at 6620 West Broad Street, Richmond, Virginia 23230, and its telephone number is (804) 281-6000. Its website address is www.genworth.com. Unless expressly incorporated by reference into this proxy statement, the information provided on Genworth’s website is not part of this proxy statement and is not incorporated by reference in this proxy statement by this or any other reference to Genworth’s website in this proxy statement.

A detailed description of Genworth’s business is contained in its Annual Report on Form 10-K, filed with the SEC on February 26, 2016 for our fiscal year ended December 31, 2015, which is incorporated by reference into this proxy statement. See the section entitled “Where You Can Find More Information,” beginning on page 155, for more information.

Asia Pacific

Asia Pacific Global Capital Co., Ltd. is a newly formed limited liability company incorporated in July 2016 in Tianjin, PRC. Asia Pacific is a subsidiary of China Oceanwide, a privately held financial holding group headquartered in Beijing, China, with well-established and diversified businesses, including insurance operations in China and real estate assets globally, including in the U.S. Asia Pacific was established to hold China

23

Table of Contents

Oceanwide’s investment in Genworth and currently has no operations. Asia Pacific’s registered capital is approximately $3.08 billion and it is directly owned by China Oceanwide (40%), Wuhan (25%) and Oceanwide Capital (35%).

Asia Pacific’s registered address is 1703E-130, Tower 1, Kuangshi International Building, Yingbin Avenue, Tianjin Free Trade Pilot Area (Central Business District), Tianjin, PRC and its telephone number is +86 10 85259639.

Merger Sub

Asia Pacific Global Capital USA Corporation is a Delaware corporation formed in September 2016 by Asia Pacific Insurance USA Holdings Corporation solely for the purpose of entering into the merger agreement and consummating the transactions contemplated by the merger agreement. Merger Sub is a wholly owned subsidiary of Asia Pacific Insurance USA Holdings Corporation and has not engaged in any business activities to date other than activities incidental to its formation and as contemplated by the merger agreement. Upon the completion of the merger, Merger Sub will cease to exist and Genworth will continue as the surviving corporation. Merger Sub’s principal place of business is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904 and its telephone number is (855) 685-3513.

24

Table of Contents

THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to Genworth’s stockholders as part of the solicitation of proxies by the Board for use at the special meeting and at any properly convened meeting following an adjournment or postponement of the special meeting. The special meeting will be held on March 7, 2017, at 9:00 a.m. Eastern Time, at The Westin Richmond located at 6631 West Broad Street, Richmond, Virginia 23230.

Purpose of the Special Meeting

At the special meeting, Genworth’s stockholders as of the record date will be asked to consider and vote on the following proposals:

For the merger to be consummated, Genworth’s stockholders must adopt the merger agreement by the affirmative vote of the holders of a majority of the outstanding shares of Genworth common stock entitled to vote on such matter at the special meeting. If the stockholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and the material provisions of the merger agreement are described in the section entitled “The Merger Agreement,” beginning on page 110.

The vote on executive compensation payable in connection with the merger is a vote separate and apart from the vote to adopt the merger agreement. Accordingly, a stockholder may vote to approve the executive compensation and vote not to adopt the merger agreement and vice versa. Because the vote on executive compensation is only advisory in nature, it will not be binding on either Genworth or Asia Pacific. Accordingly, if the merger agreement is adopted by Genworth’s stockholders and the merger is completed, the merger-related compensation may be paid or become payable to Genworth’s NEOs in accordance with the terms of their compensation agreements or arrangements even if the stockholders fail to approve the proposal.

Genworth does not expect a vote to be taken on matters other than those specified above at the special meeting or any adjournment or postponement thereof.

Recommendation of the Board

The Board carefully reviewed and considered the terms and conditions of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Board has (i) unanimously determined that the merger is fair to, and in the best interests of, Genworth and its stockholders, approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement and resolved to recommend adoption of the merger agreement to the holders of Genworth common stock and (ii) unanimously directed that the merger agreement be submitted to the holders of Genworth common stock for their adoption. Accordingly, the Board unanimously recommends a vote “FOR” the proposal to adopt the merger agreement.

25

Table of Contents

The Board also unanimously, by those directors present, recommends a vote “FOR” the non-binding executive compensation advisory proposal and the vote “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies.

Required Vote

Merger Agreement. The proposal to adopt the merger agreement requires the affirmative vote, in person or by proxy, of the holders of a majority of the outstanding shares of Genworth common stock entitled to vote on such matter.

Merger-Related Executive Compensation. The approval of the non-binding executive compensation advisory proposal requires the affirmative vote of the holders of a majority in voting power of the shares of Genworth common stock which are present at the special meeting in person or by proxy and entitled to vote on such matter.

Adjournment of the Special Meeting. The approval of the proposal to adjourn the special meeting, if necessary or appropriate, including to solicit additional proxies in favor of the adoption of the merger agreement, requires the affirmative vote of the holders of a majority in voting power of the shares of Genworth common stock which are present at the special meeting in person or by proxy and entitled to vote on such matter. Pursuant to the merger agreement, even if a quorum is not present at the special meeting, such affirmative vote may adjourn the meeting to a date that is a business day and no more than 30 days after the previous meeting date.

Record Date, Quorum

Only holders of record of Genworth common stock as of the close of business on the record date of January 17, 2017 are entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Holders of Genworth common stock will vote as a single class and will be entitled to one vote per share with respect to each matter to be presented at the special meeting.

A quorum will be present if stockholders of record holding a majority in voting power of the outstanding shares of stock entitled to vote at the meeting are present in person or are represented by proxies. As of the close of business on the record date, there were 498,407,541 shares of Genworth common stock issued and outstanding and no shares of any other class of stock were issued and outstanding. If you are a Genworth stockholder as of the close of business on the record date and you vote by proxy by mail, by telephone, through the Internet or vote in person at the special meeting, then your shares will be considered part of a quorum. If you hold your shares in the name of a bank, broker, trust or other nominee and you provide your bank, broker, trust or other nominee with voting instructions, then your shares will be counted in determining the presence of a quorum; otherwise, your shares will not be counted in determining the presence of a quorum.

All shares of Genworth common stock held by stockholders that are present in person, or represented by proxy, and entitled to vote at the special meeting, regardless of how such shares are voted or whether such stockholders have indicated on their proxy that they are abstaining from voting, will be counted in determining the presence of a quorum. In the absence of a quorum, the special meeting may be adjourned.

Voting by Directors and Officers

As of the close of business on the record date of January 17, 2017, Genworth’s directors and executive officers were entitled to vote approximately 1,764,534 shares of Genworth common stock, or approximately 0.36% of the total shares issued and outstanding as of such date. We currently expect that Genworth’s directors and executive officers will vote their shares in favor of the proposal to adopt the merger, and in favor of the other proposals to be considered at the special meeting, although they do not have an obligation to do so.

26

Table of Contents

Voting, Proxies, Revocation of Proxies

Record Holders. Stockholders of record may vote their shares in person at the special meeting, or may submit a proxy to cause their shares to be represented and voted at the special meeting. Stockholders of record may grant a proxy with respect to their shares by mail, by telephone or by Internet. Granting a proxy by telephone or by Internet will be available through 11:59 p.m. Eastern Time on the day before the special meeting. Voting instructions appear on your proxy card. If you grant a proxy by telephone or by Internet, please have your proxy card available.

Beneficial Holders. If you are the beneficial owner, but not the record owner of Genworth common stock because you hold your shares through your bank, broker, trust or other nominee, you will receive instructions about voting from the bank, broker, trust or other nominee that is the stockholder of record of your shares. Unless you give your bank, broker, trust or other nominee instructions on how to vote your shares of Genworth common stock, your bank, broker, trust or other nominee will not be able to vote your shares on the proposals. Your ability to vote by proxy over the Internet or by telephone depends on the voting procedures of your bank, broker, trust or other nominee. If you wish to attend the special meeting to vote in person, you will have to contact your bank, broker, trust or other nominee to obtain its proxy and bring that document with you to the meeting.

Retirement Plan Holders. If you hold shares of Genworth common stock through the Retirement and Savings Plan, the Canada Plan or the Ireland Plan, you will receive instructions about how to direct the trustee of your plan to vote your shares. Please review these voting instructions to determine your ability to vote by proxy over the Internet or by telephone. If you hold your shares through the Retirement and Savings Plan and submit your voting instruction form but do not specify how to vote your shares, the shares credited to your account will be voted by the trustee in the same proportion that it votes shares in other accounts for which it received timely instructions. If you hold shares through the Canada Plan or the Ireland Plan, and, in either case, you do not direct how to vote those shares, those shares will not be voted.

Proxies or voting instruction forms submitted by holders of record of Genworth common stock by mail, telephone or Internet will be voted in the manner indicated by the individuals named on the proxy or the voting instruction form. If you submit your proxy by mail, by telephone or through the Internet voting procedures, but do not include “FOR,” “AGAINST” or “ABSTAIN” on one or more of the proposals to be voted upon, your shares of Genworth common stock will be voted in favor of each of those proposals. If you indicate “ABSTAIN” on a proposal to be voted upon, it will have the same effect as a vote “AGAINST” that proposal. If you do not submit a proxy or otherwise vote your shares of Genworth common stock using one of the alternative voting methods described above, it will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement, but will have no effect on approval of the non-binding compensation advisory proposal or the approval of the proposal to adjourn the special meeting if necessary or appropriate.

YOU SHOULD NOT SEND IN YOUR SHARE CERTIFICATE(S) WITH YOUR PROXY CARD. A letter of transmittal with instructions for the surrender of certificates representing shares of Genworth common stock will be mailed to stockholders if the merger is completed.

Revocation of Proxies

Any proxy given by any Genworth stockholder may be revoked at any time before it is voted at the special meeting by doing any of the following:

27

Table of Contents

If you hold your shares of Genworth common stock in the name of a bank, broker, trust or other nominee, you should contact such bank, broker, trust or other nominee to obtain instructions as to how to revoke or change proxies. If you submit your changed proxy or revocation by telephone or by Internet, it must be received by 11:59 p.m. Eastern Time on the day before the special meeting. If you submit your changed proxy or revocation by another method specified above, it must be received before the polls close for voting. Attendance at the meeting alone will not revoke a previously submitted proxy.

Adjournments and Postponements

Although it is not currently expected, the special meeting may be adjourned or postponed one or more times to a later day or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement. Your shares will be voted on any adjournment proposal in accordance with the instructions indicated in your proxy or, if no instructions were provided, “FOR” the proposal.

Effect of Abstentions

An abstention occurs when a stockholder attends a meeting, either in person or is represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of shares of common stock present or represented at the special meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” all of the proposals in this proxy statement, including the proposal to adopt the merger agreement.

If a bank, broker, trust or other nominee returns a proxy card indicating that it has not received voting instructions from the beneficial owner and does not have discretionary authority to vote as to a particular proposal because it is a non-routine matter (which we refer to as “broker non-votes”), those shares held by such bank, broker, trust or other nominee on behalf of such beneficial owner will be treated as not entitled to vote on that matter. Under applicable stock exchange rules, all of the proposals in this proxy statement are non-routine matters, so there can be no broker non-votes at the special meeting. Accordingly, if your shares are held in the name of a bank, broker, trust or other nominee, your shares will NOT be considered present for purposes of determining a quorum and such bank, broker, trust or other nominee will NOT be able to vote your shares of Genworth common stock on any of the proposals, unless you have properly instructed your bank, broker, trust or other nominee how to vote. The failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement and will reduce the number of shares necessary to approve the other proposals in this proxy statement.

Solicitation of Proxies

Genworth is soliciting the enclosed proxy card on behalf of the Board and will bear the expenses in connection with the solicitation of proxies. In addition to solicitation by mail, Genworth and its directors, officers and employees may solicit proxies in person, by telephone or by electronic means. Genworth’s directors, officers and employees will not be paid additional remuneration for their efforts.

Genworth has engaged Georgeson LLC (which we refer to as “Georgeson”) to assist in the solicitation of proxies for the special meeting for a fee of approximately $25,000, plus distribution costs and other costs and expenses. Copies of proxy solicitation materials will be supplied to brokers, dealers, banks and voting trustees, or their nominees, for the purpose of soliciting proxies from beneficial owners of shares of Genworth’s common stock and Genworth will reimburse such record holders for their reasonable expenses.

Questions and Additional Information

If you have any questions about how to vote or direct a vote in respect of your shares of Genworth common stock, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please call our proxy solicitor, Georgeson, toll-free at 888-877-5360.

28

Table of Contents

PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

As discussed elsewhere in this proxy statement, Genworth’s stockholders will consider and vote on a proposal to adopt the merger agreement. You should carefully read this proxy statement in its entirety for more detailed information concerning the merger agreement and the transactions contemplated thereby, including the merger. In particular, you should read the merger agreement, attached as Annex A to this proxy statement, in its entirety. See the sections entitled “The Merger,” beginning on page 30 and “The Merger Agreement,” beginning on page 110.

The Board unanimously recommends that Genworth stockholders vote “FOR” the proposal to adopt the merger agreement.

If you return a properly executed proxy card, but do not indicate instructions on your proxy card, your shares of Genworth common stock represented by such proxy card will be voted “FOR” the proposal to adopt the merger agreement.

The approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Genworth common stock entitled to vote on such matter.

29

Table of Contents

THE MERGER

Description of the Merger

Genworth is seeking the approval by Genworth’s stockholders of the adoption of the merger agreement that Genworth entered into on October 21, 2016, with Asia Pacific and Merger Sub, as it may be amended from time to time, pursuant to which, subject to the satisfaction or waiver of specified conditions, Merger Sub will merge with and into Genworth. As a result of the merger, Merger Sub will cease to exist and Genworth will survive as an indirect, wholly owned subsidiary of Asia Pacific. The Board has unanimously approved the merger agreement and the other transactions contemplated thereby, including the merger, and unanimously recommends that Genworth’s stockholders vote “FOR” the proposal to adopt the merger agreement.

Pursuant to the merger agreement, upon completion of the merger, each share of Genworth common stock that is issued and outstanding immediately prior to the effective time of the merger (other than excluded shares, as described under “The Merger Agreement—Merger Consideration” beginning on page 111) will cease to be outstanding, will be canceled and cease to exist and will be automatically converted into the right to receive $5.43 per share, in cash, without interest and less any applicable withholding taxes.

Genworth common stock is currently registered under the Exchange Act and is listed on the NYSE under the symbol “GNW.” Following the consummation of the merger, Genworth common stock will be delisted from the NYSE, deregistered under the Exchange Act and cease to be publicly traded.

Background of the Merger

The Board and Genworth’s management regularly review and evaluate Genworth’s long-term strategic plans and competitive positioning in the marketplace with the goal of maximizing stockholder value.

2012 Stockholder Value Strategy

In October 2012, Genworth announced a strategy designed to enhance stockholder value. The strategic plan called for designating Genworth’s U.S. life insurance business (which includes its long-term care (which we refer to as “LTC”) insurance business, life insurance and fixed annuities businesses) and its global mortgage insurance business as core businesses, and designating the remaining businesses to be non-core. The core businesses would focus on their distinct strategic advantages, operating as independent businesses, and they would prioritize generating cash, achieving new business returns in excess of related cost of capital, and improving in-force performance. The non-core businesses, including Genworth’s lifestyle protection insurance business, its wealth management business and the businesses in its runoff segment, were to be monetized over time, generating cash that would be used to reduce holding company debt and to provide capital to support the core businesses.

From October 31, 2012 to October 31, 2014, Genworth’s closing stock price increased from $5.96 to $13.99.

Strategic Review of Businesses

During the second quarter of 2014, Genworth experienced meaningful increases in adverse claims experience for its LTC insurance products, particularly in older blocks of policies, resulting in significant deterioration in U.S. life insurance income. During the third quarter of 2014, Genworth completed its annual review of its LTC insurance claim reserves and determined it would be required to significantly increase its LTC insurance claim reserves, also referred to as disabled life reserves.

At an October 2014 Board meeting, Genworth’s management noted that while the global mortgage insurance business was close to performing as forecasted, the U.S. life insurance business was still underperforming from a commercial and financial perspective, primarily due to the LTC insurance business. Because of the expected reserve increases, among other things, the U.S. life insurance business would not be able to pay planned 2014 and 2015 dividends to Genworth Holdings Inc., a wholly-owned subsidiary of Genworth (which we refer to as “Genworth Holdings”).

30

Table of Contents

Because Genworth Holdings is the obligor on a substantial amount of public unsecured debt and is a holding company that relies on dividends or other distributions from its insurance company subsidiaries to service, refinance and/or reduce that debt, the deterioration of the LTC insurance business and the risk of further future deterioration created several key concerns. Not only would Genworth’s life insurance subsidiaries that carry out Genworth’s LTC insurance business (including GLIC) be unable to pay the previously planned 2014 and 2015 dividends, but the negative capital impact of the LTC claim reserves on GLIC, also prevented GLAIC, a subsidiary of GLIC that is Genworth’s principal life insurance and annuity business insurance subsidiary, from paying dividends indirectly to Genworth Holdings, in effect trapping cash below GLIC. Therefore, Genworth Holdings would not be able to rely on those dividends to service, refinance and/or reduce Genworth Holdings’ debt. At the same time, US MI, although not a subsidiary of Genworth Holdings, but a potential source of credit support to Genworth for its part also required significant additional capital to satisfy the Private Mortgage Insurer Eligibility Requirements (“PMIERs”) established by Fannie Mae and Freddie Mac which were proposed to come into effect by the end of 2015. Genworth Holdings’ substantial debt, together with the inability of the U.S. life insurance business and US MI to help, at such time, service this debt, created refinancing risk for Genworth Holdings’ debt and the risk of negative ratings downgrades for Genworth, which in turn could lead to ratings downgrades for Genworth’s mortgage businesses and a corresponding negative impact on the performance of Genworth’s mortgage insurance businesses. As a result, reducing Genworth Holdings’ debt and strengthening the capital of Genworth’s subsidiaries, including through potential asset sales, were seen as key priorities.

On November 5, 2014, Genworth announced its third quarter 2014 results, which included (i) a reserve increase of $531 million and a related $345 million after-tax charge, resulting from its annual LTC insurance claim reserve review and (ii) a $517 million after-tax non-cash goodwill impairment charge resulting from the completion of life insurance and LTC insurance goodwill testing. Genworth also announced that during the fourth quarter of 2014, it would conduct its annual LTC margin review, and that it expected a material reduction in its margins.

Following the November 5, 2014, announcement, S&P downgraded Genworth Holdings from BBB- (investment grade) to BB+. S&P publicly announced that its downgrade was attributable to the downgrade of Genworth’s core life insurance companies and, because Genworth debt servicing relied on the dividend capacity from its primary subsidiaries globally, Genworth’s management’s intent to limit dividends from its U.S. life insurance subsidiaries to Genworth and US MI’s inability to pay dividends to Genworth further constricted Genworth Holdings’ already less-than-adequate financial flexibility. Similarly, on the same date, Moody’s Investor Services Inc. (which we refer to as “Moody’s”) publicly stated that it was placing Genworth Holdings under review because (i) the LTC insurance claims reserve charge was higher than expected, (ii) Moody’s believed Genworth Holdings remained exposed to further, significant deterioration in its legacy block of business, (iii) the recent goodwill impairment related to both the life insurance and LTC insurance businesses of $350 million and $200 million, respectively, indicated weaknesses within those businesses and (iv) over the past several years, Genworth had struggled to generate a consistent level of life insurance sales.

From November 5, 2014 to November 6, 2014, Genworth’s closing stock price decreased from $14.07 to $8.66.

In December 2014, following Genworth’s third quarter earnings release and the resulting adverse rating agency actions, the Board directed Genworth’s management to commence an evaluation of Genworth’s long-term strategies, including a review of potential divestitures and other strategic opportunities that might be available to Genworth. The Board directed Genworth’s management to focus on, among other things, reducing indebtedness and protecting the value of Genworth’s mortgage insurance businesses, including through the potential “separation” or “insulation” of the LTC insurance business, which had presented financial and operational challenges for Genworth and affected Genworth’s overall financial results, and with respect to which there were significant uncertainties regarding future performance, results of operations and capital adequacy levels. Genworth engaged Goldman Sachs and Lazard to act as financial advisors to Genworth in connection with Genworth’s evaluation of strategic alternatives. Each was engaged because of, among other factors, its substantial experience, knowledge of the insurance industry and familiarity with Genworth.

31

Table of Contents

On January 7, 2015 and January 8, 2015, and in subsequent meetings thereafter, Genworth’s management, with the assistance of representatives of Goldman Sachs, Lazard, Willkie, Farr & Gallagher LLP (which we refer to as “Willkie”), counsel to Genworth, and Weil, Gotshal & Manges LLP (which we refer to as “Weil”), counsel to Genworth, met to review and discuss the strategic opportunities available to Genworth that could enhance value to stockholders. From time to time throughout January and early February 2015, members of Genworth’s management met to develop a strategic plan. During these meetings, members of Genworth’s management discussed with representatives of Goldman Sachs and Lazard the advantages and disadvantages of the various potential opportunities under consideration.

In January 2015, consistent with its earlier 2012 strategic plan, Genworth, with the assistance of Barclays Capital Inc., as its financial advisor, initiated an auction process to sell its lifestyle protection insurance business. As a result of the auction process, and after consideration and approval by the Board, on July 22, 2015, Genworth entered into a definitive agreement to sell its lifestyle protection insurance business to AXA S.A. The sale of that business closed on December 1, 2015 for a purchase price of €465 million.

On February 5, 2015, at a meeting of the Board, Genworth’s management reviewed with the Board the potential opportunities available to Genworth that had been evaluated by management, and presented management’s recommended long-term strategic plan. This strategic plan included:

Genworth’s management noted that the plan was subject to further diligence related to regulatory matters, rating implications, legal considerations, tax analysis, LTC insurance financial projection analysis, and valuation considerations.

On February 10, 2015, Genworth announced a $478 million after-tax charge (among other LTC insurance related charges) related to an increase in LTC insurance acquired block reserves resulting from its fourth quarter reserve review. In connection with the fourth quarter reserve review, Genworth announced plans for additional LTC insurance in-force rate actions or benefit reductions.

On February 10, 2015, Genworth also publicly announced that it had commenced a broad strategic review of its businesses.

Following the February 10, 2015 announcement, S&P downgraded Genworth Holdings to BB- and Moody’s downgraded Genworth Holdings from Baa3 (investment grade) to Ba1. S&P publicly stated that its downgrade

32

Table of Contents

was largely attributable to the downgrade of Genworth’s core life insurance companies because (i) Genworth Holdings was highly reliant upon the dividend capacity of its subsidiaries to fund its debt servicing requirements of approximately $280 million annually and the repayment of Genworth’s next debt maturity of $300 million in December 2016, (ii) US MI was unlikely to pay dividends until at least 2016, (iii) Genworth’s management indicated a likely extension of its self-imposed dividend stoppage from its U.S. life insurance subsidiaries to Genworth and (iv) S&P determined that the constraint on Genworth’s financial flexibility was likely to persist, as Genworth Holdings would have to rely on Genworth Australia and Genworth Canada for dividends in 2015 and 2016. Moody’s publicly stated that its downgrade was attributable, among other things, to (i) Moody’s belief that Genworth Holdings remained highly concentrated in the LTC insurance business and exposed to further deterioration in its legacy block, (ii) Genworth’s being largely reliant on the continued approvals of LTC insurance rate increases by U.S. state insurance regulators to mitigate the financial impact of further adverse experience, (iii) over the past several years, Genworth’s struggle to generate a consistent level of life insurance sales, without which Genworth would become further concentrated in LTC insurance business, weakening Genworth Holdings’ risk profile and franchise, and (iv) the fourth quarter of 2014 goodwill impairment related to both the life insurance and LTC insurance businesses, which also indicated weaknesses within those businesses.

From November 6, 2014 to February 28, 2015, Genworth’s closing stock price declined from $8.66 to $7.75.

Life and Annuity Transaction Auction Process

At a meeting of the Board on February 20, 2015, the Board reviewed with Genworth’s management a planned auction process to sell Genworth’s L&A businesses together, or its life insurance business and certain term life insurance blocks separately (a potential transaction that we refer to as the “Life and Annuity Transaction”) and the criteria to evaluate potential proposals.

The Life and Annuity Transaction auction process resulted in Genworth’s receipt of 15 preliminary indications of interest. As part of the auction process, each of the parties who submitted a preliminary indication of interest was invited to submit a proposal to acquire the L&A businesses by April 3, 2015, after its further examination of the opportunity. In April 2015, Genworth received 7 preliminary non-binding proposals to acquire all or portions of its L&A businesses, including a bid from Company A, who submitted the proposal with the highest proposed purchase price, Company C, Company D, and four other bidders.

Between March 24, 2015 and April 17, 2015, Genworth provided all of the Life and Annuity Transaction bidders, including Company A, access to a secure online data room in order for them to conduct due diligence of Genworth’s L&A businesses. In addition, bidders attended in-person meetings with Genworth’s management between April 6, 2015 and April 10, 2015 and between June 1, 2015 and June 16, 2015.

At each of the seven separate meetings of the Board that were held between March 2015 and July 2015, Genworth’s management reviewed the status of the Life and Annuity Transaction auction process and, in certain instances, the material terms of, and key differences among, the various proposals. During these meetings, the directors, certain members of management and Genworth’s financial and legal advisors discussed, among other things, the criteria being used to evaluate the proposals, including net proceeds to Genworth Holdings, certainty of closing (including the likelihood of obtaining required regulatory approvals), counterparty risk, the scope of the assets to be sold, the legal, debt, tax, and ratings implications of each proposal, and the alternatives available to Genworth to a sale of the L&A businesses.

Potential Whole-Company Transaction with Company B

Genworth’s review of strategic alternatives, including the auction processes it commenced with respect to the sales of its lifestyle protection insurance business and its L&A businesses, and its public disclosures regarding its review, led to Genworth’s receipt of certain inquiries and indications of interest from third parties with respect to

33

Table of Contents

a sale of all of the outstanding capital stock of Genworth. The first of such inquiries Genworth received was from Company B, a non-U.S. entity. On April 14, 2015, Mr. Joseph Pehota, Genworth’s Senior Vice President—Corporate Development, was contacted by a representative of Company B, who requested a meeting to discuss a potential transaction with Genworth. On April 21, 2015, Genworth and Company B entered into a confidentiality agreement that contained a “standstill” provision that restricted Company B from acquiring or taking other specified actions with respect to Genworth’s equity securities unless invited to do so by the Board. On April 22, 2015, Mr. Thomas McInerney, Chief Executive Officer of Genworth, and Mr. Pehota met with representatives of Company B. At that meeting, representatives of Company B expressed an interest in a transaction involving Genworth, but did not make any proposal for Genworth.

From February 28, 2015 to May 4, 2015 Genworth’s closing stock price increased from $7.75 to $9.15.

On May 4, 2015, the Board received a written indication of interest from Company B to purchase all of the issued and outstanding shares of Genworth common stock for a purchase price of $12.50 per share, subject, among other things, to completion of its due diligence review of Genworth. After receiving this indication of interest, Genworth’s management provided Company B with certain company information it requested in connection with Company B’s due diligence review of Genworth.

At each of the three separate meetings of the Board held between May 5, 2015 and June 22, 2015, the directors discussed with Genworth’s management and representatives of Goldman Sachs, Lazard, and Willkie, among other things, the proposed terms of the potential transaction with Company B, including a reduction in price offered by Company B to $10-11 per share (as described below), Genworth’s management’s and the Board’s concerns regarding Company B’s relative lack of experience with U.S. state insurance regulators and the execution risk of the transaction proposed by Company B, particularly from a regulatory perspective.

On four separate occasions during that period, Mr. McInerney, alone or together with other members of management, met in person or by phone with representatives of Company B to discuss, among other things, further information required by Genworth from Company B to assess the likelihood that Company B could execute an acquisition of Genworth. Company B continued with its due diligence investigation of Genworth during that time, particularly with respect to Genworth’s LTC insurance business, which included in-person meetings with Genworth’s management on May 21, 2015, during which diligence matters were discussed.

On May 5, 2015, after receipt of Genworth’s management’s recommendations, the Board authorized Genworth to effectuate the sale of a 14.2% stake in Genworth Australia through a fully underwritten sale to equity market investors. On May 11, 2015, Genworth indirectly sold a 14.2% stake in Genworth Australia as contemplated by the Board, reducing its equity ownership in Genworth Australia to 52% of Genworth Australia’s outstanding capital stock. The sale generated approximately $226 million of net proceeds.

From May 4, 2015 to June 15, 2015, Genworth’s closing stock price declined from $9.15 to $7.87.

On June 15, 2015, Company B sent a letter to Genworth, pursuant to which it stated that it was reducing its potential offer price to $10-$11 per share and requesting that Genworth grant Company B exclusivity pursuant to an exclusivity agreement. Company B attributed this reduction to, among other things, the results of its diligence investigation and its analysis of the LTC insurance business.

Following receipt of Company B’s June 15, 2015 letter, representatives of Company B and Genworth discussed Company B’s interest in a transaction with Genworth. During this discussion, in response to indications that Company B might withdraw its offer to purchase all of Genworth, Mr. McInerney suggested to representatives of Company B that if Company B was not interested in acquiring all of Genworth, it should consider whether it would be interested in acquiring Genworth’s U.S. life insurance business (including the L&A businesses and LTC insurance business).

34

Table of Contents

On June 22, 2015, certain members of Genworth’s management provided the Board with an update on the status of the various strategic alternatives currently under its review. During this update, Genworth’s management noted the continuing uncertainty regarding (i) Company B’s commitment to executing a transaction with Genworth and (ii) certain aspects of Company B’s proposal, including among other things with respect to valuation, certainty of closing and impact on ratings. After consulting with the Board and Genworth’s financial advisors, Genworth’s management determined to continue discussions with Company B on a non-exclusive basis while continuing to pursue other strategic alternatives.

Potential L&A and LTC Transaction with Company B and Life and Annuity Transaction with Company A

On July 1, 2015, Company B sent a letter to the Board in which it withdrew its proposal to purchase all of the outstanding capital stock of Genworth and proposed instead to purchase Genworth’s U.S. life insurance business (including the L&A businesses and LTC insurance business), and related run-off assets, for a purchase price of $3 billion (a potential transaction which we refer to as the “L&A and LTC Transaction”).

In July 2015, Mr. McInerney contacted a representative of Company A to discuss the status of Company A’s proposal with respect to the Life and Annuity Transaction. During that call, in an effort to generate competition with Company B, Mr. McInerney suggested that Company A revise its proposal to include the acquisition by Company A of the LTC insurance business.

On July 2, 2015, a representative of Willkie delivered a draft stock purchase agreement with respect to the potential L&A and LTC Transaction to Company B’s legal counsel.

By July 14, 2015, Genworth had received four definitive proposals in connection with the Life and Annuity Transaction, including proposals from Company A, Company C and Company D. Company A’s bid proposed the highest purchase price for Genworth’s L&A businesses but it did not include a proposal to acquire the LTC insurance business.

On July 16, 2015, at a meeting of the Board at which members of Genworth’s management and representatives of Goldman Sachs, Lazard, Willkie and Weil were present, Genworth’s management reviewed with the Board the material terms of, and key differences among, the bids received in connection with the Life and Annuity Transaction auction process. Management noted that each of the bidders had reduced its aggregate purchase price significantly from the price reflected in its first round proposals. Genworth’s management also reviewed with the Board the current status of Genworth’s discussions with Company B regarding the potential L&A and LTC Transaction. Following discussion, the Board instructed management to focus its attention on negotiations with Company B with respect to the potential L&A and LTC Transaction, but also to continue to negotiate with Company A with respect to the Life and Annuity Transaction.

On July 19, 2015, at a meeting of the Board, the directors, members of Genworth’s management and Genworth’s legal and financial advisors discussed Genworth’s proposed response to Company B’s July 1, 2015 proposal with respect to the L&A and LTC Transaction. Following that meeting, at the direction of the Board, Mr. McInerney delivered to Company B a letter in which, among other things, Genworth urged Company B to increase its price and provide greater clarity on the source of its financing.

Termination of Discussions with Company A and Company B and Pursuit of Other Transactions

On July 23, 2015, Mr. McInerney spoke with representatives of Company B. During that conversation, representatives of Company B informed Mr. McInerney that Company B would be willing to proceed with the L&A and LTC Transaction for a purchase price of $3 billion only if Genworth were willing to provide up to $2 billion of downside protection to Company B with respect to liabilities relating to the LTC insurance business through 2023. Mr. McInerney informed the representatives of Company B that Company B should present its revised proposal to Genworth in writing. Company B declined to do so.

35

Table of Contents

At the July 29, 2015 portion of a meeting of the Board held on July 28 and 29, 2015, the directors, members of Genworth’s management and representatives of Goldman Sachs, Lazard, Willkie and Weil discussed Company B’s oral L&A and LTC Transaction proposal made to Mr. McInerney on July 23, 2015. After discussion, the Board directed management to cease discussions with Company B as a result of its requirement for Genworth to retain a large, long-term exposure to liabilities relating to its LTC insurance business and concerns regarding Company B’s commitment to completing a transaction with Genworth.

Also, at the portion of that meeting of the Board held on July 29, 2015, the Board discussed the status of the Life and Annuity Transaction auction process and related considerations. The Board noted, among other things, that the final proposals received by Genworth would not have provided Genworth Holdings with enough proceeds to reduce Genworth Holdings’ outstanding debt obligations to a level that would enable Genworth to avoid ratings downgrades of Genworth Holdings and/or its mortgage businesses without separating the LTC insurance business from the other businesses. Genworth’s management indicated that based on discussions with the relevant rating agencies, Genworth’s management believed that if Genworth consummated the proposed Life and Annuity Transaction, even at the price proposed by the highest Life and Annuity Transaction bidder, and did not concurrently sell or separate its LTC insurance business, Genworth Holdings and/or U.S. Mortgage Insurance (which we refer to as “US MI”) would incur significant ratings downgrades. After this discussion and as a result of the considerations discussed at that meeting, including the potential for the ratings downgrades to have a negative effect on the value and competitiveness of US MI, the Board directed management to terminate discussions with the bidders regarding the Life and Annuity Transaction but to proceed with other alternatives, including the sales of certain blocks of the term life insurance products written by GLAIC, GLIC and Genworth Life Insurance Company of New York, Genworth’s New York domiciled life insurance company, which is currently partially owned by GLAIC (which we refer to as “GLICNY”) that were reinsured by two Genworth subsidiaries, River Lake Insurance Company and River Lake Insurance Company II.

On July 29, 2015, Genworth received an indication of interest from AmTrust Financial Services, Inc. (which we refer to as “AmTrust”) for the purchase of Genworth’s European mortgage insurance business. After several months of negotiations with AmTrust and after consideration and approval of such transaction by the Board, on October 26, 2015, Genworth entered into an agreement to sell its European mortgage insurance business to AmTrust, which it announced on October 27, 2015. The sale of that business closed on May 9, 2016 for net proceeds of approximately $50 million.

From June 15, 2015 to August 4, 2015, Genworth’s closing stock price declined from $7.87 to $7.02.

On August 4, 2015, Genworth announced that as part of its review of strategic options, it had completed its evaluation of alternatives to sell all or part of its L&A businesses and had determined that a large scale transaction (including a legal entity sale) was not in the best interests of stockholders at that time, after considering, among other things, financial and ratings interdependencies across its businesses. However, Genworth stated it might pursue a couple of targeted smaller block transactions to improve its regulatory capital.

From August 4, 2015 to August 5, 2015, Genworth’s closing stock price decreased from $7.02 to $5.65.

On September 30, 2015, Genworth announced that it had entered into an agreement to sell certain blocks of term life insurance products that were reinsured by River Lake Insurance Company and River Lake Insurance Company II to Protective Life Insurance Company. This transaction became effective on January 1, 2016 and generated capital in excess of $150 million in aggregate to Genworth and tax benefits of approximately $175 million to Genworth Holdings, which were settled in July 2016 and which Genworth committed to the Virginia Bureau of Insurance would be used to execute the restructuring plan for its U.S. life insurance business.

Renewed Discussions with Company A

In September 2015, at the request of Company A, Mr. McInerney met with a representative of Company A. During this meeting, the representative of Company A indicated that Company A remained interested in

36

Table of Contents

exploring a potential transaction with Genworth and inquired as to whether Genworth would be interested in re-opening discussions regarding the sale of its L&A businesses to Company A. Mr. McInerney told the representative of Company A that, based on previous discussions with the Board, he believed the Board might be willing to consider a sale of the L&A businesses that also included a sale of the LTC insurance business and was structured in a manner that would result in Genworth Holdings receiving at least $1 billion in net proceeds to reduce outstanding debt to a level sufficient to enable Genworth—which, following such a transaction, would primarily be a mortgage insurance business—to successfully continue to operate as a public company including, among other things, from a commercial, ratings and regulatory perspective. Mr. McInerney relayed Company A’s interest in pursuing a strategic transaction with Genworth to the Board at a meeting of the Board held on October 14-15, 2015.

At the direction of the Board, from October 2015 to December 2015, members of Genworth’s management and representatives of Company A discussed the viability of a possible transaction involving the purchase by Company A of Genworth’s L&A businesses and LTC insurance businesses, and Genworth granted Company A access to certain non-public information to enable Company A to conduct due diligence on the LTC insurance business. Members of Genworth’s management also discussed the concept of such a transaction with the Delaware Department of Insurance in November 2015. During this time, Genworth’s management also continued to explore other strategic alternative opportunities, including informal discussions between representatives of Genworth and each of Company C and Company D regarding a potential transaction between Genworth, on the one hand, and Company C or Company D, on the other hand. During such discussions, representatives of Genworth informed representatives of each of Company C and Company D that if they had continued interest in a potential transaction with Genworth they should submit an indication of interest to Genworth for the Board’s consideration.

During the same time period, Genworth’s management and the Board began discussing a series of internal restructuring actions, which, subject to regulatory and other potential third-party approvals, aimed at separating and isolating its LTC insurance business. These actions would be part of a multi-phased plan that was intended to (i) align substantially all of Genworth’s in-force L&A businesses under GLAIC, Genworth’s Virginia domiciled life insurance company, and all LTC insurance business under GLIC, Genworth’s Delaware domiciled life insurance company; and (ii) separate GLAIC and GLIC ownership through the unstacking (which we define in the section entitled “Summary—Conditions to the Merger,” beginning on page 133), so that both subsidiaries were wholly-owned by an intermediate holding company. To further isolate Genworth’s LTC insurance business from its other businesses and cause it to be excluded from Genworth’s public debt covenants, it was contemplated that GLIC and GLICNY might ultimately become direct subsidiaries of Genworth and no longer subsidiaries of Genworth Holdings.

On December 7, 2015, Mr. McInerney received a telephone call from a representative of Company A, during which the representative of Company A made a verbal indication of interest regarding two alternative transactions with Genworth (described below). On December 8, 2015, the Board received a written indication of interest from Company A, consistent with its verbal proposal, in which Company A offered Genworth two options:

The first option was for Company A to acquire Genworth’s L&A businesses (a transaction similar in substance to the previously considered Life and Annuity Transaction) for a cash purchase price of $1.7 billion, assuming that GLAIC’s total adjusted capital at closing and following the completion of various reinsurance transactions, was $1.985 billion (which was the amount of its total adjusted capital as of the reference valuation date of December 31, 2014). The proposal included a true-up mechanism that would cause the proposed purchase price to be adjusted based on changes in the total adjusted capital of GLAIC through the closing date. As a result of deterioration in GLAIC’s financial condition after December 31, 2014, and other assumptions underlying Company A’s bid, the projected purchase price represented by Company A’s offer to acquire the L&A businesses was estimated by Genworth and Company A to be approximately $1.347 billion. The transaction would also include an additional $565 million in ceding

37

Table of Contents

commissions that would be paid to GLIC in connection with certain related reinsurance transactions. That proposed price was conditioned on the ability of GLAIC to reinsure 100% of its variable annuity business to GLIC (a transaction that would require insurance regulatory approval). If GLAIC were required to keep the variable annuity business, the purchase price would be reduced by an additional $350 million to a projected amount of $997 million. The proposed transaction was contingent on Genworth obtaining regulatory approval for, and completing prior to the closing of the transaction, a “separation” of its LTC insurance business from its L&A businesses as a result of which (i) all of Genworth’s non-New York LTC insurance business would be insured and reinsured by GLIC, (ii) substantially all of the L&A business that was written by GLIC and GLICNY (other than the variable annuities business) would be reinsured by GLAIC and (iii) GLAIC would no longer be a subsidiary of GLIC (we refer to these transactions, collectively, as the “Restructuring”). The successful completion by Genworth of a consent solicitation from holders of its outstanding debt was potentially required to permit Genworth to complete the transaction with Company A and other potential strategic options being considered by the Board at that time.

The second option was for Company A to acquire Genworth’s L&A businesses for the same cash purchase price as in option one, and for two newly created affiliates of Company A to acquire Genworth’s LTC insurance business, as described below. Specifically, the first affiliate would acquire GLIC (which would by then have been restructured to hold directly or indirectly through its ownership of GLICNY all of the LTC insurance business, GLAIC’s variable annuities business and certain term life insurance business written during the year 2000). The consideration for the acquisition of GLIC would not include any cash at the closing, but instead would be three separate securities to be issued to Genworth: a surplus note; a “priority share” and a “performance share.” The surplus note and the priority share, collectively, would give Genworth the right to receive 100% of all dividend distributions from GLIC that were generated by GLIC’s in-force business as of the closing date until the aggregate of all such distributions equaled $1 billion, plus an additional 3.5% annually on the difference between $1 billion and the amount previously paid to Genworth under the surplus note and the priority share. The principal amount of the surplus note would be determined through discussions with U.S. state insurance regulators. The “performance share” would entitle Genworth to 50% of all additional dividend distributions made by GLIC with respect to the in-force business as of the closing date after GLIC’s obligations with respect to the surplus note and the priority share had been satisfied. Company A would receive the remaining 50% of such distributions, and also would receive an oversight and advisory fee and an asset management fee from GLIC, which would be paid to Company A regardless of whether GLIC made any payments in respect of the surplus note or made any dividend distributions with respect to its in-force business. The second affiliate would acquire Genworth North America Corporation and certain operational assets for nominal consideration. This affiliate would be paid a servicing fee from GLIC regardless of whether GLIC made any payments in respect of the surplus note or made any dividend distributions with respect to its in-force business. We refer to this collection of transactions, together with other related actions, agreements and transactions proposed by Company A in connection with such transactions, as the “L&A Plus LTC Separation Transaction.”

On December 9, 2015 and December 10, 2015, at a meeting of the Board at which members of Genworth’s management, Goldman Sachs and Lazard were present, members of management reviewed with the Board the written proposal received from Company A with respect to the L&A Plus LTC Separation Transaction and additional strategic transactions that management proposed to continue to pursue in addition to the L&A Plus LTC Separation Transaction. Among other things, management noted that Company A had requested that Genworth grant Company A exclusivity. During this meeting, management noted that Genworth expected to receive a separate proposal from Company D on December 14, 2015, although it was expected, based on Company D’s final bid submitted in July 2015, that such proposal would be inferior, from a financial point of view, to the current proposal from Company A. After discussion among the directors, management and representatives of Goldman Sachs and Lazard, the Board instructed management to review the expected proposal from Company D and, if and only if such proposal from Company D was confirmed by management to be financially inferior to Company A’s proposal, to execute a 45-day exclusivity agreement with Company A.

38

Table of Contents

On December 14, 2015, the Board received an indication of interest from Company D to purchase Genworth’s L&A businesses. The proposal indicated that Company D was willing to consider an additional transaction in which it would reinsure the interest rate risk relating to the LTC insurance business. After discussions with financial advisors, Genworth’s management determined that the proposal from Company D was inferior, from a financial point of view, to that of Company A. On that same date, Genworth received an indication of interest from Company C to purchase Genworth’s U.S. life insurance and annuity businesses on substantially similar terms as its previous final proposal in connection with the Life and Annuity Transaction auction process and, in addition, it would consider reinsuring certain unspecified blocks of Genworth’s LTC insurance policies issued prior to 2002 for which significant experience data were available. After discussions with financial advisors, Genworth’s management determined that the proposal from Company C was inferior, from a financial point of view, to that of Company A.

On December 15, 2015, in connection with Genworth’s management’s delivery of a comparison of financial terms of the proposals received from Company A, Company B and Company C, Genworth’s management informed the Board that Company A’s proposal was superior to the proposals received from Company B and Company C. After giving the Board an opportunity to review, pursuant to the Board’s instructions, Genworth’s management confirmed that it would enter into a 45-day exclusivity agreement with Company A.

On December 16, 2015, Company A and Genworth entered into an exclusivity agreement, which provided for the parties to engage in exclusive negotiations regarding the L&A Plus LTC Separation Transaction for a period of 45 days. The exclusivity agreement provided that it would automatically extend for an additional 30 days if Company A and Genworth continued to engage in good faith negotiations with respect to a potential transaction and neither party had terminated such discussions or the exclusivity agreement by the end of such initial 45-day period. The exclusivity agreement also provided that Genworth could, in all cases, participate in discussions and negotiations with, and furnish information concerning Genworth and its subsidiaries and businesses to, any third party that submitted an unsolicited proposal to acquire all of the outstanding shares of Genworth common stock. It also permitted Genworth to enter into a definitive agreement with respect to such a transaction, subject to a requirement that Genworth reimburse Company A for a portion of its transaction expenses in certain circumstances. This exclusivity agreement was subsequently extended four separate times. It was extended on January 29, 2016 for an additional 30 days. On February 26, 2016, it was extended through March 21, 2016 pursuant to an agreement that also added an exception allowing Genworth to sell its term life new business platform to Pacific Life Insurance Company (which we refer to as “Pacific Life”). On April 1, 2016, it was extended through May 20, 2016, and on June 1, 2016, it was extended through June 30, 2016. The exclusivity agreement expired on June 30, 2016 without further extension.

Also on December 16, 2015, representatives of Company A and Genworth met with representatives of the Virginia Bureau of Insurance to introduce them to the concept of the L&A Plus LTC Separation Transaction.

On January 15, 2016, the Board engaged Richards, Layton & Finger, P.A. (which we refer to as “RLF”) to serve as its Delaware counsel with respect to the L&A Plus LTC Separation Transaction and Genworth’s review of strategic alternatives.

Also on January 15, 2016, representatives of Company A and Genworth met with representatives of the New York Department of Financial Services to introduce them to the concept of the L&A Plus LTC Separation Transaction.

On January 21, 2016 and January 22, 2016, representatives of Company A and Genworth met with representatives of the Virginia Bureau of Insurance and the Delaware Department of Insurance, respectively, to discuss with them the L&A Plus LTC Separation Transaction. Following these meetings, representatives of Company A and Genworth met again with representatives of the Virginia Bureau of Insurance and the Delaware Department of Insurance, individually and in groups, at various times while they were negotiating the proposed L&A Plus LTC Separation Transaction.

39

Table of Contents

During the period from January 4, 2016 to June 21, 2016, Genworth and Company A remained engaged in negotiations regarding the proposed L&A Plus LTC Separation Transaction. Throughout this time, Company A and Genworth proposed many different iterations of the L&A Plus LTC Separation Transaction and the material terms of that transaction. During this time, the Board and, after it was established in March 2016, the Strategic Transactions Committee, comprised of independent directors (which we refer to as the “STC”) (the formation of which is described below), was kept apprised of material developments with respect to the discussions and negotiations relating to the L&A Plus LTC Separation Transaction. On several occasions, the Non-Executive Chairman of the Board, James S. Riepe, participated directly in discussions with representatives of Company A regarding the material terms of the proposed L&A Plus LTC Separation Transaction. Board or STC meetings at which the L&A Plus LTC Separation Transaction and the ongoing discussions with Company A were discussed among the directors and with management and the financial and legal advisors of Genworth and the Board or the STC, as applicable, were held 12 times between January 26, 2016 and June 6, 2016.

On January 12, 2016, Genworth’s management delivered to Genworth’s executives and employees working directly on the proposed L&A Plus LTC Separation Transaction guidelines prepared by Weil prohibiting any discussion between Genworth executives and Company A concerning post-closing employment by Company A or the terms thereof unless expressly permitted by the Board.

From August 5, 2015 to February 4, 2016, Genworth’s closing stock price declined from $5.65 to $2.79.

On February 4, 2016, Genworth announced its fourth quarter 2015 results, which included a $194 million after-tax charge associated with its universal life insurance products, following its annual review of life insurance assumptions during the fourth quarter. Genworth also announced its plans to initiate the U.S. Life Restructuring. Genworth indicated these actions were focused on addressing LTC insurance legacy block issues that continued to pressure ratings across the organization. Genworth also announced its decision to suspend all sales of traditional life insurance and fixed annuity products in the first quarter of 2016, due to challenges selling these products with less competitive ratings, low market share, low new business returns, and the capital intensive nature of these products.

Following the February 4, 2016, announcement, S&P downgraded Genworth Holdings to B and Moody’s downgraded Genworth Holdings from Ba1 to Ba3. S&P publicly stated that its downgrade was attributable to Genworth Holdings’ continued less-than-adequate financial flexibility (due to its reliance on the dividend capacity of its international mortgage insurance subsidiaries and holding company cash to fund its debt-servicing requirements of approximately $260 million annually, as well as debt repayment requirements). Similarly, Moody’s stated that its downgrade resulted from (i) the deterioration in the financial flexibility of Genworth Holdings which was somewhat offset by Genworth’s recent announcement that it was exploring options to separate and isolate its LTC insurance business, (ii) Genworth Holdings’ modest dividend capacity in the aggregate from its insurance subsidiaries, relative to its debt load and (iii) Genworth Holdings’ large upcoming debt maturities in 2018, and especially 2020 and 2021.

From February 4, 2016 to February 17, 2016, Genworth’s closing stock price declined from $2.79 to $1.93.

In February 2016, following Genworth’s decision to suspend sales of its traditional life insurance and annuity products and informed by past discussions with representatives of Pacific Life during Genworth’s previous Life and Annuity Transaction auction in which Pacific Life participated, Mr. McInerney contacted a representative of Pacific Life to explore whether Pacific Life would be interested in acquiring Genworth’s term life insurance new business operations. On April 25, 2016, Genworth entered into an agreement to sell its term life insurance new business platform to Pacific Life. The sale was completed on June 24, 2016 for $29 million in cash.

In February 2016, representatives of Genworth and Company A negotiated, among other things, the economic terms of the proposed L&A Plus LTC Separation Transaction and ways in which greater certainty could be

40

Table of Contents

provided to Genworth with respect to the expected proceeds to be received as a result of the completion of the L&A Plus LTC Separation Transaction. Among other things, Genworth negotiated for Company A to absorb the changes to the purchase price that otherwise would have resulted by giving effect to the announced statutory reserve charges and further to increase its price by $300 million, such that the projected purchase price would be approximately $1.7 billion. Representatives of Genworth also negotiated for Company A to provide more certainty around the proceeds to Genworth Holdings and increase the share of any potential future distributions from the LTC insurance business that would be retained by Genworth’s stockholders.

In March 2016, following Genworth’s request for an increased price for the L&A businesses, a representative of Company A notified Genworth that, as a result of findings from its ongoing due diligence of Genworth and based on its valuation model, Company A reduced the proposed purchase price for the L&A businesses by $150 million and the proposed aggregate ceding commission to be paid to GLIC and its subsidiary by $54 million. However, Company A indicated that it was willing to offset this reduction by increasing the strategic premium included in its valuation model by $50 million, absorbing statutory reserve charges that were announced in February 2016 and creating an additional $31 million of value to Genworth by making certain adjustments to the intercompany transactions contemplated as part of the L&A Plus LTC Separation Transaction. Also in March 2016, Company A and Genworth negotiated, among other things, a “fixed price” construct for the L&A Plus LTC Separation Transaction and mechanisms to increase certainty of expected proceeds to Genworth, including the introduction of a “collar” that would require Company A to bear the risk of up to $300 million in further deterioration of the financial condition of the L&A businesses (including inherent short-term volatility in the variable annuity block) prior to the closing. The introduction of the “collar” mechanism caused Company A to reduce its proposed purchase price by an additional $50 million. These changes collectively had the effect of reducing the projected purchase price to approximately $1.3 billion.

On March 31, 2016, representatives of Genworth and Company A met in Dover, Delaware, with representatives of the Delaware Department of Insurance to further discuss with those representatives the proposed terms and merits of the L&A Plus LTC Separation Transaction as well as the desired timeline for that transaction.

In April 2016, Company A and Genworth negotiated, among other things, the economic terms of the “performance share” and “priority share” in GLIC and the terms that would govern the ongoing management and administration of GLIC after the closing. Company A and Genworth also continued to negotiate the economic terms of the transaction, the potential “fixed price” construct, the treatment of earnings from the L&A businesses between the signing of the definitive agreement with respect to the L&A Plus LTC Separation Transaction and the closing, and other terms of that transaction. During these discussions, Company A informed Genworth that it was further reducing its price by 50% of the projected earnings from the L&A businesses during the period from the signing of a definitive agreement with respect to the L&A Plus LTC Separation Transaction and the closing of the transaction, which was calculated by the parties to represent a further reduction of approximately $8 million.

On April 11, 2016, representatives of Genworth and Company A met in New York, New York, with representatives of the New York Department of Financial Services. On April 20, 2016, representatives of Genworth and Company A met in Wilmington, Delaware, with representatives of the Delaware Department of Insurance. During both meetings, Genworth and Company A reviewed the Restructuring that would be required under the L&A Plus LTC Separation Transaction.

On April 28, 2016, representatives of Genworth and Company A again discussed the proposed terms of the L&A Plus LTC Separation Transaction with representatives of the Delaware Department of Insurance. During that meeting and in subsequent conversations, representatives of the Delaware Department of Insurance raised questions and potential concerns with respect to the terms of the L&A Plus LTC Separation Transaction, including specifically: the management, capital position and financial condition of GLIC after the closing; the interplay between Genworth’s continued economic interest in the LTC insurance business through the priority

41

Table of Contents

share and the performance share and the ongoing need for GLIC to pursue regulatory approval for rate increases with respect to the LTC insurance business; and the benefits to policyholders of LTC insurance policies written by GLIC under the proposed L&A Plus LTC Separation Transaction.

After that meeting, Genworth and Company A continued to discuss potential alternative terms with respect to the L&A Plus LTC Separation Transaction. On May 19, 2016, representatives of Genworth and Company A met with representatives of the Delaware Department of Insurance, the New York Department of Financial Services, the North Carolina Department of Insurance and the Virginia Bureau of Insurance. During that meeting, the regulators raised a number of questions and concerns regarding the L&A Plus LTC Separation Transaction, including with respect to the difficulty in approving the Restructuring (including the full separation of the L&A businesses from the LTC insurance business). Specifically, the regulators focused on the need for a simultaneous contribution of capital to GLIC or another transaction that would provide value to GLIC in exchange for transferring its ownership in GLAIC to an upstream subsidiary of Genworth such that GLAIC would no longer be a subsidiary of GLIC, and the interplay between the potential economic benefits to Genworth and Company A of the proposed L&A Plus LTC Separation Transaction and the ongoing need for GLIC to pursue regulatory approval for rate increases with respect to the LTC insurance business.

After the May 19, 2016 meeting, Genworth and Company A continued to discuss and negotiate potential terms of a L&A Plus LTC Separation Transaction. These discussions included proposals whereby Genworth would no longer have any continued economic interest in the LTC insurance business after the closing; the LTC insurance business would be sold for no consideration and all of the potential economic benefits with respect to the LTC insurance business would inure to the benefit of LTC policyholders or to both the LTC policyholders and Company A. Genworth and Company A also had additional discussions with the insurance regulators with respect to the proposed L&A Plus LTC Separation Transaction.

On June 10, 2016, representatives of Genworth and Company A met in Dover, Delaware, with representatives of the Delaware Department of Insurance and on June 15, 2016, they met in Richmond, Virginia, with representatives of the Virginia Bureau of Insurance. During both meetings, Genworth and Company A proposed potential solutions aimed at addressing the concerns expressed by certain U.S. state insurance regulators with respect to completing the unstacking and the reliance on regulatory approval for rate increases with respect to the LTC insurance business. Immediately after the conclusion of the Delaware meeting, Genworth’s representatives (without Company A) continued their meeting with representatives of the Delaware Department of Insurance regarding alternatives to the L&A Plus LTC Separation Transaction. During this second part of the meeting, Genworth informed the Delaware Department of Insurance of the potential of a sale of the entire company to China Oceanwide.

On June 16, 2016, at a meeting between representatives of Genworth’s management and Willkie, on the one hand, and Company A and its legal counsel, on the other hand, representatives of Company A indicated that it was no longer interested in proceeding with the L&A Plus LTC Separation Transaction on its then current terms. Instead, Company A proposed to separate the sale of the L&A businesses, which it proposed to complete in 2016, from the sale of the LTC insurance business and the related transfer of operational assets and personnel as contemplated by the L&A Plus LTC Separation Transaction, which it proposed to complete in 2017, and then only if Company A and Genworth were able to negotiate mutually acceptable terms with respect to such sale and receive reasonable assurances from the relevant insurance regulators that such sale was not objectionable from a regulatory perspective. Under this proposal, Company A would proceed with the acquisition of Genworth’s L&A businesses (i.e. a transaction similar in substance to the previously considered Life and Annuity Transaction), and such acquisition would not be contingent on the completion, or affected by the abandonment, of the subsequent acquisition of the LTC insurance business. After such meeting with Company A, representatives of Genworth and Willkie had a telephone conversation with representatives of the Delaware Department of Insurance in which the status of the transaction was discussed. On that call, representatives of the Delaware Department of Insurance again expressed concerns regarding the unstacking and indicated that they could not provide reasonable assurances that GLIC would receive regulatory approval to dividend all of the proceeds from the sale of the L&A

42

Table of Contents

businesses to Genworth Holdings without a significant capital infusion or other transaction that would contribute to GLIC fair value that was comparable to that of the L&A businesses being sold, and that the Delaware Department of Insurance would need to analyze fully any specific proposal Genworth presented to it with respect to any such dividends in light of GLIC’s capital position and prospects. After receiving such feedback, Genworth’s management, with the assistance of its financial and legal advisors and after discussion with the STC, determined to focus its efforts with Company A on structuring a potential transaction in connection with which Genworth could obtain regulatory approval for a “partial unstacking” in which Genworth would be permitted to dividend out of GLIC an amount equal to approximately 50% of the proceeds of the sale of the L&A businesses. The goal of such a partial unstacking would be to provide Genworth with cash in an amount sufficient to allow it to repay its debt maturing in 2018.

On June 21, 2016, Company A sent Genworth a new written proposal for the acquisition of the L&A businesses under the L&A Plus LTC Separation Transaction on the terms that had been discussed by the parties. The proposed purchase price for such businesses had been reduced by an additional $56 million from the price proposed by Company A in April 2016, to approximately $1.247 billion, and the “collar” had been eliminated. The proposed ceding commissions to be paid to GLIC and its subsidiary in connection with the related reinsurance transactions had also been reduced, to an aggregate of $175 million. The proposal also included the sale to Company A of Genworth’s investment management operations for no additional consideration.

On June 28, 2016 and June 30, 2016, respectively, representatives of Genworth met in Wilmington, Delaware, with representatives of the Delaware Department of Insurance and in Richmond, Virginia, with representatives of the Virginia Bureau of Insurance. During those meetings, Genworth presented to the regulatory representatives the details and potential timing of a transaction with Company A similar in substance to the previously considered Life and Annuity Transaction and how the sale of GLAIC would fit into Genworth’s long-term debt strategy. Genworth also offered a brief update as to the status of the proposed transaction with China Oceanwide.

While Genworth and Company A were engaged in these negotiations, a number of other developments occurred.

Initiation of Discussions with China Oceanwide and Company D

In May 2015, representatives of Willis Securities, Inc. (which we refer to as “Willis Capital Markets & Advisory”), a financial advisor engaged by China Oceanwide USA Holdings Co. Ltd., an indirect subsidiary of China Oceanwide, contacted Mr. McInerney by email to indicate that China Oceanwide was interested in a potential transaction with Genworth. From May 2015 to January 2016, several interactions took place between Willis Capital Markets & Advisory and Mr. Pehota during which Mr. Pehota expressed on several occasions that Genworth would be receptive to considering a potential transaction with China Oceanwide under acceptable terms and conditions. In November 2015, Willis Capital Markets & Advisory reaffirmed China Oceanwide’s interest in Genworth and requested a meeting with Mr. McInerney.

In addition, in January 2016, a representative of Company D informed a representative of Goldman Sachs that Company D was interested in exploring a potential purchase by Company D of all the outstanding shares of Genworth common stock. No specific price was stated.

On January 28, 2016, Mr. McInerney and Mr. Pehota met at Genworth’s headquarters in Richmond, Virginia, with Mr. Xiaoxia Zhao, President and Chief Executive Officer of China Oceanwide’s insurance group, Mr. Xuan Wang, a Vice President of China Oceanwide’s insurance group and representatives of Willis Capital Markets & Advisory, to discuss China Oceanwide’s potential interest in a transaction involving Genworth, and facts regarding China Oceanwide. At that meeting, representatives of China Oceanwide expressed an interest in a

transaction involving Genworth, but did not make any proposal. The representatives of China Oceanwide and Willis Capital Markets & Advisory indicated to Messrs. McInerney and Pehota that China Oceanwide had sufficient available cash to complete an acquisition of all of Genworth common stock, that its preliminary view of Genworth’s aggregate value was approximately $3 billion, and that it might be willing to deploy additional

43

Table of Contents

capital to Genworth’s subsidiaries to support the LTC insurance business. At the end of the meeting, the parties agreed to have another discussion after Genworth’s upcoming earnings release. After the meeting, Mr. McInerney briefed Mr. Riepe on the details of the meeting.

On February 5, 2016, the Board received from China Oceanwide a preliminary, non-binding indication of interest to purchase all of the issued and outstanding shares of Genworth common stock for an aggregate purchase price of $3 billion subject, among other things, to the completion of a due diligence investigation of Genworth, including actuarial reviews of the reserves relating to Genworth’s LTC insurance, life insurance and annuity and U.S. mortgage insurance businesses. Messrs. McInerney and Zhao and their respective financial advisors spoke briefly that same day regarding China Oceanwide’s interest in a transaction involving Genworth. During that call, Mr. Zhao reiterated China Oceanwide’s interest in the transaction on the potential terms discussed at the January 28, 2016 meeting and representatives of Goldman Sachs and Lazard agreed to circulate certain questions to China Oceanwide to further Genworth’s ability to assess China Oceanwide’s proposal.

On February 6, 2016, representatives of Lazard and Goldman Sachs sent an email to representatives of Willis Capital Markets & Advisory requesting, among other things, that China Oceanwide clarify certain aspects of its proposal prior to a meeting of the Board that was scheduled for February 17-18, 2016. Specifically, the email requested that China Oceanwide provide: (i) an explanation of the due diligence investigation of Genworth that China Oceanwide had completed to date based on publicly available documents; (ii) a confirmation of the merger consideration that China Oceanwide proposed to pay in connection with the merger on both an aggregate and per share basis; (iii) details regarding the expected sources of financing for the amounts that China Oceanwide would be required to pay in connection with the merger, including confirmation that liquid cash resources were available to China Oceanwide for this purpose; (iv) a description of the expected strategy for Genworth’s businesses under China Oceanwide’s ownership; (v) a description of China Oceanwide’s expectations and assumptions for Genworth’s ratings under China Oceanwide’s ownership, including China Oceanwide’s plans to achieve any targeted ratings and the capital available to China Oceanwide to achieve such ratings; (vi) confirmation of China Oceanwide’s understanding that Genworth would not enter into a definitive agreement with China Oceanwide with respect to the merger without a meaningful reverse termination fee that would be payable by China Oceanwide to Genworth if the merger failed to close under certain circumstances; (vii) a description of China Oceanwide’s plans for Genworth’s management team; (viii) an explanation of China Oceanwide’s relationship, and any previous discussions China Oceanwide had, with regulators in the United States, particularly U.S. state insurance regulators; (ix) confirmation that China Oceanwide has no state-related or government ownership; (x) a description of China Oceanwide’s plan and timetable for completing its due diligence investigation of Genworth; and (xi) a confirmation of the legal, accounting and actuarial advisors that China Oceanwide had engaged in connection with the proposed merger.

On February 16, 2016, a representative of Willis Capital Markets & Advisory responded in writing on behalf of China Oceanwide to the requests made by Lazard and Goldman in their February 6, 2016 email. In this writing, the representative of Willis Capital Markets & Advisory confirmed that: (i) China Oceanwide had completed preliminary diligence based on publicly available information; (ii) the merger consideration proposed by China Oceanwide was $3 billion in the aggregate, which China Oceanwide calculated to equate to approximately $6.03 per share based on public share count information available to it; (iii) the merger consideration would be payable in cash; (iv) the merger consideration would be funded through cash-on-hand at China Oceanwide and its affiliates, for which China Oceanwide represented to have over $20 billion in cash, cash equivalents and available-for-sale assets; (v) China Oceanwide planned to continue, support and expand Genworth’s existing operations; (vi) China Oceanwide was still evaluating the ratings it expected for Genworth under China Oceanwide’s ownership, but that it generally expected them to be consistent with the ratings Genworth held prior to its most recent downgrades in November 2014; (vii) China Oceanwide was prepared to offer terms regarding a “customary” reverse termination fee in connection with the merger; (viii) China Oceanwide expected to retain Genworth’s management team and to rely on them to operate the business; (ix) it had engaged in discussions regarding the regulatory approval process with attorneys who had experience with U.S. state insurance regulators; (x) China Oceanwide had no state-related or governmental ownership; (xi) China Oceanwide

44

Table of Contents

expected to complete its due diligence investigation of Genworth within four weeks after being granted access to requested information; and (xii) China Oceanwide had engaged advisors to help it evaluate, negotiate and consummate the merger.

That same day, Mr. McInerney spoke with Messrs. Zhao and Wang regarding the information provided by the representative of Willis Capital Markets & Advisory on behalf of China Oceanwide.

On February 17, 2016, the Board received a new proposal from Company D. This proposal provided Genworth with two options. The first option was for Company D to purchase all of the issued and outstanding shares of Genworth common stock for a purchase price of $3.50 per share conditioned on, among other things, the parties obtaining regulatory approval for a dividend of at least $1.8 billion to be paid by GLIC, and the separation and isolation of the LTC insurance business from Genworth’s other businesses. The second option was for Company D to make a $750 million preferred equity investment in Genworth, which would be secured by a lien on the shares of Genworth’s U.S. mortgage insurance holding company. Each of these options was subject to additional due diligence to be conducted by Company D.

On February 17, 2016, Genworth’s closing stock price was $1.93.

At a meeting of the Board held on February 17-18, 2016, which was also attended by members of Genworth’s management and representatives of Goldman Sachs, Lazard, Willkie, Weil, and RLF, representatives of Weil and RLF reviewed with the Board the fiduciary duties of the directors when evaluating a strategic opportunity (including the sale of all of the outstanding shares of Genworth common stock). In addition to discussions about the status of negotiations with Company A regarding the L&A Plus LTC Separation Transaction, the Board discussed with management and Genworth’s advisors the terms of the proposals made by China Oceanwide and Company D. The discussion included, among other things, a brief accounting of recent insurance industry precedent transactions involving Chinese acquirors and some of the challenges faced by the parties in those transactions, including difficulties in obtaining regulatory approvals to complete the acquisitions and negative ratings implications resulting from those transactions. A representative of Goldman Sachs also led a discussion regarding Genworth’s financing and debt repayment options and indicated that, in its current financial position, Genworth’s refinancing alternatives were limited. At the end of the meeting, the Board instructed management to continue negotiations with Company A regarding the L&A Plus LTC Separation Transaction and, concurrently, to work with China Oceanwide and Company D to facilitate their due diligence investigation of Genworth.

In addition, during the Board’s meeting, the Board received an update regarding ongoing federal securities law class actions then pending in both the United States District Court for the Eastern District of Virginia, relating to Genworth’s LTC insurance business (which we refer to as the “LTC Class Action”), and in the United States District Court for the Southern District of New York, relating to Genworth Australia’s mortgage insurance business (which we refer to as the “Australia MI Class Action”). Weil (which is also counsel to Genworth in the LTC Class Action) and Dentons US LLP (Genworth’s outside counsel in the Australia MI Class Action) led separate discussions regarding the merits of the claims asserted in the LTC Class Action and the Australia MI Class Action, respectively, and the status of those actions. Simpson Thacher & Bartlett LLP (which served as outside counsel to a committee of the Board that reviewed certain stockholder demands that the Board has received (which we refer to as the “Demand Committee”) relating to the events and circumstances underlying the LTC Class Action and the Australia MI Class Action, which we refer to as “Simpson Thacher”), also joined for a portion of the meeting to discuss the Demand Committee’s review of a stockholder demand relating to events and circumstances underlying the LTC Class Action, including the Demand Committee’s investigation into underlying facts with the assistance of Simpson Thacher, and the Demand Committee’s recommendation with respect to the merits and likelihood of success of potential derivative claims that the stockholder alleged should be filed on behalf of Genworth against various directors and officers.

During the week of February 21, 2016, representatives of Genworth sent draft confidentiality agreements to representatives of each of China Oceanwide and Company D. Each of these drafts included a “standstill”

45

Table of Contents

provision that applied to debt and equity securities of Genworth that would restrict China Oceanwide and Company D from acquiring or taking other specified actions with respect to such securities unless invited to do so by the Board.

On February 27, 2016, representatives of Company D provided comments to the confidentiality agreement to representatives of Willkie. Between February 27, 2016 and March 3, 2016, Genworth and Company D negotiated the terms of such confidentiality agreement. On March 3, 2016, Company D executed the final negotiated draft of such confidentiality agreement, which included a “standstill” provision that applied to debt and equity securities of Genworth.

On February 29, 2016, representatives of Goldman Sachs and Lazard had a telephone conversation with representatives of Willis Capital Markets & Advisory in which Willis Capital Markets & Advisory (i) again confirmed China Oceanwide’s interest in engaging in the merger, and (ii) provided an update on China Oceanwide’s expectations regarding the timing of the proposed merger. Willis Capital Markets & Advisory advised Genworth that China Oceanwide had decided to engage Sullivan & Cromwell LLP (which we refer to as “Sullivan & Cromwell”) as its legal advisor and Citigroup Global Markets Asia Limited (which we refer to as “Citi”) as a financial advisor in addition to Willis Capital Markets & Advisory, in connection with the merger.

On February 29, 2016, Genworth’s closing stock price was $2.12.

On March 1, 2016, representatives of Willis Capital Markets & Advisory delivered a preliminary due diligence request list to representatives of Goldman Sachs, Lazard and Willkie on behalf of China Oceanwide.

On March 2, 2016, representatives of China Oceanwide’s advisors provided to representatives of Genworth’s advisors comments on the proposed confidentiality agreement. Between March 2, 2016 and March 4, 2016, Genworth and China Oceanwide negotiated the terms of the confidentiality agreement. On March 4, 2016, China Oceanwide, through one of its subsidiaries, entered into the final negotiated draft of this confidentiality agreement, which included a “standstill” provision that applied to debt and equity securities of Genworth.

Also on March 4, 2016, representatives of Goldman Sachs and Lazard had a telephone conversation with representatives of Willis Capital Markets & Advisory and Citi regarding China Oceanwide’s due diligence process and the expected timeline of the proposed merger. In addition, Genworth granted China Oceanwide and Company D access to a secure online data room in order for them to begin their due diligence investigation of Genworth’s non-public information.

Also, on March 4, 2016, Genworth commenced a consent solicitation with respect to its outstanding debt securities in order to amend the terms of the indenture pursuant to which such debt securities were issued to facilitate a potential sale of all or part of Genworth’s L&A businesses and increase Genworth’s flexibility to pursue other potential strategic alternatives. The consent solicitation was successfully completed on March 22, 2016.

From March 4, 2016 through March 6, 2016, representatives of Genworth, Goldman Sachs, Lazard and Willkie had discussions with representatives of Company D regarding the potential implications of Genworth’s consent solicitation process to Company D and its proposal.

On March 15, 2016, Genworth received a letter from Company D in which Company D expressed its continued interest in engaging in a transaction involving Genworth and requesting that Genworth provide it access to additional information in connection with its due diligence investigation of Genworth.

At a meeting of the Board held on March 16, 2016 and March 17, 2016, which was also attended by members of Genworth’s management and representatives of Goldman Sachs, Lazard, Willkie, Weil and RLF, the Board reviewed, among other things, the status of its discussions with Company A regarding the L&A Plus LTC Separation Transaction and the indications of interest received from China Oceanwide and from Company D. At

46

Table of Contents

the conclusion of the meeting, the Board directed management to continue negotiations with Company A with respect to the L&A Plus LTC Separation Transaction but also to engage with China Oceanwide and Company D with respect to their respective proposals to purchase all of Genworth and to explore with Genworth’s primary U.S. state insurance regulators the viability of an acquisition of Genworth by China Oceanwide. Also at this meeting of the Board, Genworth’s management reviewed with the Board the March projections (see the section entitled “ —Certain Genworth Unaudited Financial Projections,” beginning on page 85).

In addition, during the Board’s meeting on March 17, 2016, Simpson Thacher joined for a portion of the meeting to further discuss the Demand Committee’s review and consideration of the stockholder demand relating to events underlying the LTC Class Action, which had been previously discussed with the Board at its meeting on February 17-18, 2016, in light of an agreement by Genworth to settle the LTC Class Action, which had been publicly announced on March 11, 2016. During this discussion, the Board determined that the settlement of the LTC Class Action did not change the Demand Committee’s recommendation or the Board’s prior conclusions with respect to the merits and likelihood of success with respect to potential derivative claims on behalf of Genworth relating to the events and circumstances underlying the LTC Class Action. After Simpson Thacher departed the meeting, the Board engaged in a further discussion regarding the status of the LTC Class Action settlement and the Australia MI Class Action, as well as two additional stockholder demands relating to the events and circumstances underlying the LTC Class Action and the Australia MI Class Action, which the Board determined to refer to the Demand Committee for a review and recommendation.

At this same meeting, the Board unanimously approved the formation of the STC comprised solely of independent directors. The purpose of the STC was to evaluate the strategic direction of Genworth, including potential strategic transactions involving Genworth, and to report and make recommendations to the full Board with respect to any such strategic transaction.

On March 22, 2016, at the direction of the Board, Mr. McInerney sent a letter to China Oceanwide in which he informed China Oceanwide that the Board was concerned with the risk that China Oceanwide would be unable to complete a potential acquisition of Genworth in light of the fact that it had no prior experience with either U.S. insurance company acquisitions or U.S. state insurance regulators. He also informed China Oceanwide that the Board had instructed Genworth’s management to have discussions about China Oceanwide’s proposal with Genworth’s primary U.S. state insurance regulators to solicit their views about the viability of China Oceanwide’s proposed acquisition of Genworth and the likelihood that it would be able to obtain necessary regulatory approvals to complete such an acquisition. In the letter, Mr. McInerney requested that China Oceanwide provide to Genworth additional information regarding China Oceanwide’s ownership, organizational structure, sources of funds, certain financial statements, and future plans for Genworth’s businesses to facilitate discussions with regulators. Mr. McInerney encouraged China Oceanwide to continue its due diligence investigation of Genworth through its review of information that was made available to it through the secure online data room, but also notified China Oceanwide that in-person meetings and further diligence discussions between the parties would not be held until Genworth had received favorable input from its insurance regulators regarding the proposed merger.

Between March 22, 2016 and the execution of the merger agreement on October 21, 2016, Genworth was generally engaged in regular formal and informal discussions, and otherwise communicated regularly, with its principal U.S. state insurance regulators regarding the strategic alternatives being considered by Genworth, including the transactions that were discussed during that time with Company A and the viability of China Oceanwide as a potential acquiror of Genworth.

Termination of discussions with Company D

On March 29, 2016, representatives of Company D met with representatives of Genworth to discuss matters relating to Company D’s due diligence investigation of Genworth. After this meeting, Genworth did not receive any proposals, indications of interest or material inquiries from Company D.

47

Table of Contents

Ongoing Discussions with China Oceanwide and Company A

On April 6, 2016, representatives of Willis Capital Markets & Advisory, on behalf of China Oceanwide, delivered to representatives of Lazard additional information regarding China Oceanwide, including information regarding its ownership, organizational structure, financial condition, sources of funding and its future plans for Genworth’s businesses.

On April 19, 2016, the STC held a meeting at which members of management and representatives of Goldman Sachs, Lazard, Willkie, Weil and RLF were present. During this meeting, the members of the STC and Genworth’s advisors discussed, among other things, the status of discussions with Company A regarding the terms of the L&A Plus LTC Separation Transaction, the information provided by China Oceanwide, and the potential viability of an acquisition of Genworth by China Oceanwide. The STC and Genworth’s advisors also discussed possible concerns that may be raised by Genworth’s U.S. state insurance regulators with respect to China Oceanwide’s proposed acquisition of Genworth. Following this discussion, the STC directed management to request a meeting with the Virginia Bureau of Insurance to discuss China Oceanwide’s proposal.

On April 28, 2016, Genworth announced its financial results for the first quarter ended March 31, 2016. From April 28, 2016 to April 29, 2016, Genworth’s stock price increased from $2.86 to $3.43.

The STC met on May 6, 2016, and the full Board met on May 11, 2016 and May 12, 2016, in each case, with members of management and Genworth’s advisors present. At these meetings, the STC and the Board discussed, among other things, Genworth’s ongoing discussions with its principal U.S. state insurance regulators and the concerns they raised with respect to both the proposed acquisition of Genworth by China Oceanwide and the terms that were then being discussed by Genworth and Company A in connection with the L&A Plus LTC Separation Transaction. At the May 11-12, 2016 meeting, the Board appointed another independent director as an alternate member of the STC.

On May 16, 2016, Mr. McInerney had a telephone conversation with Mr. Zhao in which they discussed upcoming meetings planned for that week. On May 17, 2016, representatives of Genworth, China Oceanwide, Willis Capital Markets & Advisory, Citi and Sullivan & Cromwell jointly had a meeting with representatives of the Virginia Bureau of Insurance in which they discussed China Oceanwide’s proposal to acquire Genworth and its plans regarding the operation of Genworth’s businesses after the closing.

On May 18, 2016, representatives of Genworth held due diligence sessions at Genworth’s offices in Richmond, Virginia, with representatives of China Oceanwide. Representatives of Goldman Sachs and Lazard, and representatives of Willis Capital Markets & Advisory, Citi, Sullivan & Cromwell, Willis Towers Watson, actuarial advisor to China Oceanwide, and PricewaterhouseCoopers LLP, an accounting advisor to China Oceanwide, were also present. During such sessions, representatives of Genworth made presentations to China Oceanwide regarding Genworth’s businesses and operations and China Oceanwide asked questions of the representatives of Genworth in connection with its due diligence investigation of Genworth. At the end of these meetings, China Oceanwide indicated that it would continue to conduct its due diligence investigation of Genworth and assess its proposal with respect to the merger. After these meetings, China Oceanwide continued its due diligence investigation of Genworth, and representatives of Genworth made other presentations or answered questions from China Oceanwide regarding different aspects of Genworth’s operations.

On May 20, 2016, representatives of Goldman Sachs and Lazard jointly sent a letter to China Oceanwide in which they set forth Genworth’s expectations regarding any definitive proposal from China Oceanwide with respect to the merger. The letter requested that China Oceanwide provide its revised proposal with respect to the merger by June 10, 2016, and for China Oceanwide to include in such new proposal clarifications regarding certain items, including the amount of, and proposed terms with respect to, the reverse termination fee that would be required to be paid by China Oceanwide to Genworth if the merger agreement were to be terminated under certain circumstances. On May 24, 2016, representatives of China Oceanwide, Willis Capital Markets &

48

Table of Contents

Advisory and Citi met with representatives of Genworth and discussed the potential meetings and discussions that the parties may engage in with Genworth’s insurance regulators in the context of the proposed transaction with China Oceanwide. During this meeting, Willis Capital Markets & Advisory and Citi indicated that it was China Oceanwide’s expectation that Genworth’s continued execution and completion of certain steps with respect to the complete separation of the life insurance and annuity businesses from the LTC insurance business be a closing condition to the proposed transaction with China Oceanwide. During the discussion, Genworth suggested that additional capital would likely be required to facilitate the completion of such separation, and further suggested that at least $250 million might be required in addition to the tax benefits of approximately $175 million from the reinsurance transaction with Protective Life Insurance Company, which Genworth had already committed to the Virginia Bureau of Insurance to execute the restructuring plan for the U.S. life insurance business.

On June 6, 2016, the STC met with members of Genworth’s management and representatives of Goldman Sachs, Lazard, Willkie, Weil and RLF to discuss, among other things, the status of discussions with Company A regarding the L&A Plus LTC Separation Transaction and the status of discussions with China Oceanwide, as well as China Oceanwide’s ongoing due diligence investigation of Genworth. The STC discussed the viability of the merger and decided that Genworth should not request a meeting among Genworth, China Oceanwide and the Delaware Department of Insurance unless and until China Oceanwide provided Genworth with an acceptable revised proposal with respect to the merger, and acceptable supporting documentation regarding China Oceanwide and its financial position and organizational and ownership structures.

On June 15, 2016, China Oceanwide delivered to representatives of Goldman Sachs and Lazard a revised proposal with respect to the merger. The revised proposal reflected a reduction in the merger consideration proposed to be paid by China Oceanwide from approximately $6.03 per share to $5.43 per share. At the time, the proposed merger consideration of $5.43 per share represented a 76% premium to the closing price of Genworth’s common stock on June 14, 2016, the final trading day before the revised proposal was received by Genworth. The revised proposal included, among other things, a commitment by China Oceanwide to contribute an additional $250 million to facilitate the complete separation of the LTC insurance business from Genworth’s other businesses, contingent on such separation being completed at or prior to the closing of the merger. The revised proposal was also conditioned on, among other things: (i) pre-signing confirmation from relevant rating agencies that, without any additional action or capital contributions by Genworth or China Oceanwide, certain of Genworth subsidiaries’ ratings would be upgraded by at least one “notch” from their current ratings after giving effect to the separation of the LTC insurance business from Genworth’s other businesses; and (ii) the entry into employment agreements with key members of Genworth’s executive management team. The revised proposal also contemplated additional pre-signing joint discussions with relevant insurance regulatory authorities in the U.S. and internationally, including in Canada and Australia. Finally, it contemplated reciprocal termination and reverse termination fees equal to $112 million, or approximately 4% of the proposed aggregate transaction consideration. The reverse termination fee would be payable by China Oceanwide in the event it failed to obtain any PRC regulatory approvals necessary for the completion of the merger. In connection with its revised proposal, China Oceanwide requested that Genworth agree to negotiate with China Oceanwide on an exclusive basis for a period of not less than 30 days.

On June 15, 2016, Genworth’s closing stock price was $3.15.

On June 21, 2016, Company A sent Genworth the new written proposal for the acquisition of the L&A businesses described above under option 1 of the L&A Plus LTC Separation Transaction.

On June 23, 2016, the STC held a meeting at which members of Genworth’s management and representatives of Goldman Sachs, Lazard, Willkie, Weil and RLF were present. The STC discussed the proposal made by Company A on June 21, 2016 pursuant to which it had offered to acquire only Genworth’s L&A businesses. The STC determined that it was willing to consider a sale of only the L&A businesses to Company A, so long as it retained flexibility to negotiate a sale of all of Genworth to China Oceanwide or any other bidder that made a similar proposal. Mr. McInerney conveyed these terms to representatives of Company A on June 24, 2016.

49

Table of Contents

Also at the June 23, 2016 meeting held by the STC, representatives of Genworth’s management, Goldman Sachs, Lazard, Willkie and RLF provided an update to the STC regarding China Oceanwide’s revised proposal. Following discussion, the STC instructed Genworth’s management and advisors to respond to China Oceanwide’s proposal to address the issues discussed with the STC at this meeting, including: (i) concerns regarding China Oceanwide’s ability to obtain required insurance regulatory approvals to complete the merger, including as a result of issues regarding its financial wherewithal to complete the merger and any relationships it may have with PRC governmental authorities; (ii) the reasons for the reduction in the proposed merger consideration; (iii) the proposed pre-signing condition relating to Genworth’s ratings; and (iv) the proposed termination and reverse termination fees.

Also on June 23, 2016, at the direction of the STC, Genworth sent a letter to representatives of China Oceanwide in which Genworth, among other things: (i) requested that China Oceanwide deliver to Genworth a substantially complete draft of a “Form A” application for the acquisition of control by China Oceanwide and its controlling persons of Genworth’s regulated insurance subsidiaries in a form that China Oceanwide would expect to deliver to insurance regulators, together with audited financial statements for China Oceanwide and confirmation that there is no direct or indirect ownership of China Oceanwide by the government of the PRC; (ii) requested that China Oceanwide explain its rationale for the reduction in the proposed merger consideration from approximately $6.03 to $5.43 per share; (iii) informed China Oceanwide that the achievement of ratings upgrades should not be a condition to the transaction; (iv) proposed that the termination fee be reduced to 2.5% of the proposed aggregate transaction consideration to be paid by Genworth pursuant to the merger (such 2.5% equaling approximately $70 million), that the reverse termination fee be increased to 10% of the proposed aggregate transaction consideration to be paid by China Oceanwide pursuant to the merger (such 10% equaling approximately $280 million) and that the reverse termination fee be payable by China Oceanwide to Genworth if China Oceanwide fails to obtain any regulatory approval required to be obtained by it in connection with the merger or if China Oceanwide breaches the definitive transaction agreement; (v) requested confirmation that any additional capital contribution by China Oceanwide to facilitate the unstacking would not reduce the merger consideration to be paid to Genworth’s stockholders; and (vi) proposed a definition of “burdensome condition” that would be used as the standard for determining when China Oceanwide may have a right under the definitive transaction agreement not to close the merger under certain circumstances relating to the regulatory approval process. In its letter, Genworth requested that China Oceanwide complete its due diligence investigation of Genworth and submit its final proposal, including a proposed draft of the merger agreement, by July 15, 2016. Representatives of Goldman Sachs and Lazard had subsequent clarifying conversations with representatives of Willis Capital Markets & Advisory and Citi regarding the matters contemplated by this letter.

On July 1, 2016, Company A sent Genworth a revised proposal with respect to the acquisition of Genworth’s L&A businesses. In such proposal, Company A agreed to exclude from the transaction the acquisition of Genworth’s investment management operations, which would instead remain with Genworth. In lieu of the acquisition of the investment management operations, Company A indicated that it was reducing its purchase price for the L&A businesses by an additional $97 million. The proposal also excluded from the transaction the annuity business written by GLICNY. Company A indicated that this exclusion caused the purchase price to be decreased by an additional $10 million. In addition, Company A indicated in its proposal that, because of what Company A described as a deterioration in its long-term outlook for interest rates and credit experience, it was (i) reducing the purchase price by an additional $50 million and (ii) changing its proposal such that, rather than all cash, Genworth would receive a combination of cash and $150 million of amortizing preferred stock in Company A as consideration for the sale of the L&A businesses.

Also on July 1, 2016, the Board held a meeting at which members of Genworth’s management and representatives of Goldman Sachs, Lazard, Willkie, Weil and RLF were present. Genworth’s management reviewed the current status of the discussions with Company A and China Oceanwide, and the feedback it received from certain of Genworth’s principal U.S. state insurance regulators regarding the proposed transactions. Following this discussion, the Board concluded that Genworth’s management and advisors should continue to negotiate with both Company A and China Oceanwide.

50

Table of Contents

Between July 1, 2016 and July 7, 2016, representatives of Genworth’s management and its advisors had conversations with representatives of Company A and its advisors regarding the purchase price, form of consideration and other aspects of Company A’s July 1 proposal with respect to the acquisition of Genworth’s L&A businesses.

On July 7, 2016, Genworth received from Company A a revised proposal for the acquisition of Genworth’s L&A businesses in which, among other things, Company A increased its price by $100 million and increased the proposed rate of return on the preferred stock it proposed to issue to Genworth in the transaction.

Also on July 7, 2016, Genworth received from China Oceanwide and its advisors: (i) a letter in which it confirmed its proposed price of $5.43 per share, which at the time represented a 131% premium to the $2.35 closing price of Genworth’s shares on July 6, 2016 (the last trading day prior to the date of such letter), indicated that it intended to retire Genworth’s outstanding debt maturing in 2018 in connection with the merger and renewed its request to negotiate with Genworth on an exclusive basis; (ii) an initial draft of a “Form A” application for the acquisition of control by China Oceanwide and its controlling persons of Genworth’s regulated insurance subsidiaries in a form that China Oceanwide expected to deliver to the Delaware Department of Insurance; and (iii) a draft of a proposed merger agreement. The draft of the proposed merger agreement contemplated, among other things, (x) a termination fee to be paid by Genworth equal to 3.75% of the proposed aggregate merger consideration, (y) a reverse termination fee to be paid by China Oceanwide equal to 7.5% of the proposed aggregate merger consideration that would be (a) payable only if the failure of the merger to be consummated resulted from China Oceanwide’s failure to obtain regulatory approvals from governmental authorities in the PRC or from a material uncured breach of the merger agreement by China Oceanwide which led to the failure of a closing condition and (b) secured by either a cash escrow account or a letter of credit to be put in place concurrently with the execution of the merger agreement, a proposed definition of “burdensome condition,” and (z) a condition to China Oceanwide’s obligations to consummate the merger that certain unidentified key employees would remain employed by Genworth through the closing (subject to certain exceptions) and would not have announced an intention not to honor the terms of a new employment agreement that China Oceanwide contemplated to be executed concurrently with the execution of the merger agreement.

On July 10, 2016, the STC met with members of management and representatives of Goldman Sachs, Lazard, Willkie, Weil and RLF. During this meeting, the STC discussed with management and Genworth’s advisors the proposals and information received from Company A and China Oceanwide. A representative of Lazard also reported on a recent discussion with Mr. Lu Zhiqiang, the Chairman and President of China Oceanwide (to whom we refer as “Chairman Lu”), which took place on July 8, 2016, when such representative was in Beijing, China on matters unrelated to Genworth, during which Chairman Lu conveyed China Oceanwide’s seriousness in pursuing a transaction with Genworth. After discussion, the STC directed Genworth’s management to: (i) complete its due diligence investigation of China Oceanwide in order to decide whether to move forward with discussions with Genworth’s principal U.S. state insurance regulators and Genworth’s rating agencies regarding China Oceanwide’s proposal; and (ii) inform Company A that Genworth required that the proposed consideration for the sale of the L&A businesses be all cash, that the proposal include a “collar” or similar mechanism to protect Genworth against further deterioration in the purchase price of GLAIC due to the proposed true-up mechanism, and that the transaction result in at least $600 million of unrestricted cash proceeds being available to Genworth to be used to repay outstanding indebtedness. Genworth informed Company A of these responses through a letter that was sent to Company A on July 11, 2016.

On July 13, 2016, representatives of Genworth’s management, China Oceanwide and their respective financial and legal advisors met to discuss the terms of China Oceanwide’s proposed transaction. During such meeting, representatives of Willkie discussed with representatives of Sullivan & Cromwell the additional information that should be added to the draft of an illustrative Delaware “Form A” application provided by China Oceanwide on July 7, 2016. The parties discussed the information, including the status of China Oceanwide’s preparation of financial statements, that would be submitted to regulators in connection with the regulatory approval process relating to the merger. The parties also discussed, among other things, the proposed definition of “burdensome

51

Table of Contents

condition” and the implications of that definition on the regulatory approval process in connection with the merger, and the size of the termination fee and the reverse termination fee and the circumstances in which such fees would be payable. Representatives of Genworth also rejected the inclusion of any condition relating to the continued employment of any Genworth employees. Finally, the parties discussed a process in which Genworth and China Oceanwide would jointly approach Genworth’s principal U.S. state insurance regulators, as well as Moody’s and S&P, in order to obtain their preliminary assessments regarding the merger. In addition, the representatives of China Oceanwide indicated that Chairman Lu would like to invite members of Genworth’s management team to Beijing, China in the near future. The representatives of China Oceanwide also indicated that Chairman Lu had requested the view of Genworth’s management regarding how additional capital to be contributed by China Oceanwide could be used to optimize Genworth’s operations assuming the completion of the merger. At the end of the meeting, representatives of China Oceanwide reiterated to Genworth its request for exclusivity. Following the meeting, on the same day, representatives of Willkie sent representatives of Sullivan & Cromwell a list of items and questions regarding the draft of the illustrative Delaware “Form A” application.

On July 14, 2016, Genworth sent a letter to China Oceanwide confirming the parties’ agreement to approach Genworth’s principal U.S. state insurance regulators, as well as Moody’s and S&P, in order to obtain their preliminary assessments regarding the merger. The letter also stated that Genworth’s management team was developing the requested plan regarding additional capital, and that the members of Genworth’s management team may visit Beijing, China in the near future.

On July 19, 2016, representatives of Sullivan & Cromwell delivered to representatives of Willkie a draft “Form A” application for the acquisition of GLICNY that it expected to submit to the New York Department of Financial Services. Representatives of Willkie provided comments on such draft application on July 20, 2016.

On July 20, 2016, representatives of Genworth, China Oceanwide and their respective advisors met in Wilmington, Delaware, with representatives of the Delaware Department of Insurance. In that meeting, the parties discussed with representatives of the Delaware Department of Insurance information regarding China Oceanwide and the information included in the draft “Form A” application, which was provided to the Delaware Department of Insurance prior to the date of such meeting.

On July 21, 2016, Messrs. McInerney, Zhao and Wang, along with Genworth’s and China Oceanwide’s respective financial and legal advisors, met with representatives of the New York Department of Financial Services to discuss China Oceanwide and its potential acquisition of Genworth. In that meeting, the respective representatives of Genworth and China Oceanwide discussed with representatives of the New York Department of Financial Services information regarding China Oceanwide and the information included in the draft “Form A” application, which was provided to the New York Department of Financial Services prior to the date of such meeting.

On July 22, 2016, representatives of Genworth, China Oceanwide and their respective financial advisors had a joint telephone conference with S&P in which they introduced the potential acquisition of Genworth by China Oceanwide. The parties held a similar telephone conference with Moody’s on July 28, 2016.

On July 22, 2016, Company A sent a letter to Genworth in which it revised its proposal to acquire Genworth’s L&A businesses. In it, Company A proposed that all of the consideration it was willing to pay to acquire the L&A businesses would again be in the form of cash. It also agreed to include a mechanism through which Company A would bear the risk on the first $100 million of potential deterioration in GLAIC’s total adjusted capital through the closing so long as Genworth would bear the next $100 million of potential deterioration and would acquire, concurrently with the execution of the definitive agreement in connection with such transaction, an interest rate hedge in which Company A would bear no risk to reduce potential volatility in GLAIC’s total adjusted capital. Company A also indicated that, subject to the outcome of additional discussions it hoped to have with Genworth’s U.S. state insurance regulators, it was prepared to agree to Genworth’s right to terminate the

52

Table of Contents

transaction if it did not receive regulatory approval to receive at least $600 million in unrestricted cash proceeds as a dividend from GLIC in connection with the transaction.

On July 25, 2016, representatives of Genworth and its advisors had another telephone conference with Moody’s during which they discussed the merger and the potential impacts of the merger on Genworth’s ratings. Later that day, representatives of Genworth and China Oceanwide met and discussed the merger and their views regarding the earlier discussion with Moody’s.

The Board held a meeting on July 26, 2016 and July 27, 2016. Members of Genworth’s management team and representatives of Goldman Sachs, Lazard, Willkie, Weil and RLF were also present. At that meeting, the Board discussed, among other things, the latest developments and open issues with respect to the ongoing discussions with Company A and China Oceanwide, the valuation implications of each transaction, and the strategic transactions that Genworth might consider if neither the Life and Annuity Transaction nor the China Oceanwide transaction could be completed. Considering the risk of a continuing decline in the value of the L&A businesses due to the persistent low interest rate environment and the risk of potential changes of assumptions associated with the L&A businesses, as well as the perception at that time that there was less execution risk associated with a potential transaction with Company A, the Board considered the possibility of a transaction with Company A on a standalone basis or in combination with a transaction with China Oceanwide. Also at this meeting of the Board, Genworth’s management reviewed with the Board the July projections (see the section entitled “ —Certain Genworth Unaudited Financial Projections,” beginning on page 85).

On July 28, 2016, Genworth and China Oceanwide entered into a letter agreement pursuant to which Genworth agreed to engage S&P for its rating evaluation services in connection with the merger and China Oceanwide agreed to reimburse Genworth for all fees and expenses payable in connection with such engagement, subject to the terms of such letter agreement.

On August 1, 2016, Messrs. Riepe and McInerney had a conference call with Messrs. Zhao and Wang during which they discussed the status of Genworth’s evaluation of China Oceanwide and the merger, the material terms of the merger as proposed by China Oceanwide, including the size of the reverse termination fee and the circumstances in which it would be payable, the fact that Genworth had previously conducted an auction process, and continued to consider an alternative transaction, for the sale of its L&A businesses and that such transaction could yield $600 million of unrestricted cash proceeds available to Genworth to repay outstanding debt, and that the Board considered such an alternative transaction to be more likely to be consummated than the merger with China Oceanwide. Messrs. Riepe and McInerney informed Messrs. Zhao and Wang that the Board was considering entering into an agreement to sell the L&A businesses to another counterparty pursuant to such alternative transaction, and that Genworth would still be interested in the sale of Genworth to China Oceanwide after its completion of such sale.

On August 2, 2016, Mr. McInerney spoke by telephone with Mr. Zhao. During that conversation, Messrs. McInerney and Zhao discussed the possibility that Genworth forego the sale of the L&A businesses and, in order to induce Genworth to forego such a potential transaction and replace the $600 million in liquidity that would otherwise have been available to Genworth following such a sale, China Oceanwide could consider making a $600 million minority equity investment or investment via other instruments that are convertible into an equity stake investment in Genworth. Genworth subsequently proposed general terms of this potential investment to China Oceanwide, through their respective advisors specifying, among other things, that the investment would be made at the signing of a merger agreement.

On August 2, 2016, Genworth announced its financial results for the second quarter ended June 30, 2016.

Beginning on August 3, 2016, the market price of Genworth’s common stock began to rise. Between the closing of the stock market on August 2, 2016 and the closing of the stock market on October 21, 2016 (which we refer to as the “relevant period”), the last trading day before Genworth and China Oceanwide announced the entry into

53

Table of Contents

the merger agreement, the market price of Genworth’s stock increased from $2.75 per share to $5.21 per share. From time to time during the relevant period, the Board and its financial advisors reviewed the trading movements of Genworth’s common stock and observed that there were no obvious factors directly related to Genworth or its financial performance that would explain the price increase in Genworth’s stock price during the relevant period.

On August 5, 2016, China Oceanwide, through one of its subsidiaries, entered into a hold harmless undertaking with Genworth Australia pursuant to which China Oceanwide acknowledged and accepted the terms of Genworth Australia’s consent to Genworth’s disclosure to China Oceanwide and its affiliates of certain of Genworth Australia’s nonpublic confidential information. On August 17, 2016, China Oceanwide, through one of its subsidiaries, entered into a confidentiality agreement with Genworth Canada. After these agreements were executed, each of Genworth Canada and Genworth Australia provided China Oceanwide access to confidential information, and China Oceanwide conducted a due diligence investigation of each of Genworth Australia and Genworth Canada.

On August 8, 2016, in connection with China Oceanwide’s due diligence of Genworth, Genworth’s management provided China Oceanwide and its financial advisors with the March projections (see the section entitled “—Certain Genworth Unaudited Financial Projections,” beginning on page 85).

Between August 9, 2016 and August 12, 2016, members of Genworth’s management team traveled to Beijing, China to meet with Chairman Lu and other representatives of China Oceanwide. A representative from Willis Capital Markets & Advisory was also present at some of the meetings between Genworth’s management team, Chairman Lu and other representatives of China Oceanwide during this visit. During those meetings, the members of Genworth’s management team discussed with Chairman Lu and the other representatives of China Oceanwide their respective businesses and China Oceanwide’s potential plans for Genworth following its acquisition. During the meetings, Chairman Lu confirmed that China Oceanwide was committed to reaching a definitive agreement with Genworth with respect to the merger. Chairman Lu also informed the members of Genworth’s management team that China Oceanwide would not be interested in acquiring Genworth if Genworth were to sell its L&A businesses. Members of Genworth’s management team discussed with Chairman Lu Genworth’s capital needs, including its need to have access to available funds to repay its debt maturing in 2018 and Genworth’s concerns regarding the ability of China Oceanwide to consummate the merger. Certain members of Genworth’s management, Chairman Lu and the other representatives of China Oceanwide discussed the previously proposed $600 million equity investment in Genworth by China Oceanwide. Because of the need to obtain regulatory approval for an equity investment of that size, Genworth’s management proposed an alternative in which China Oceanwide would purchase from Genworth $600 million in aggregate principal amount of convertible notes concurrently with the signing of the merger agreement, the proceeds of which would be used by Genworth to repay outstanding debt if the merger agreement was terminated under a scenario where the Genworth termination fee was not owed to China Oceanwide.

On August 15, 2016, the STC met with members of management and representatives of Goldman Sachs, Lazard, Willkie and RLF to discuss the status of discussions with Company A and China Oceanwide, and whether Genworth should continue to negotiate with both Company A and China Oceanwide concurrently.

On August 22, 2016, representatives of Willkie sent to representatives of Sullivan & Cromwell a draft term sheet summarizing Genworth’s proposal with respect to the merger. Among other things, the term sheet contemplated that, concurrently with the execution of the merger agreement, China Oceanwide would purchase $600 million in aggregate principal amount of senior unsecured notes and warrants issued by Genworth. The term sheet also provided, among other things, proposals regarding the definitions of “company material adverse effect” and “burdensome condition” for the merger agreement, and contemplated a termination fee of $100 million and a reverse termination fee of $250 million (subject to reduction based on the value of the senior unsecured notes and warrants upon issuance at signing). The reverse termination fee would be payable if the merger failed to be completed due to the failure by China Oceanwide to obtain any regulatory approvals or because of an uncured

54

Table of Contents

material breach of the merger agreement by China Oceanwide which led to the failure of a closing condition. The draft term sheet also indicated that Genworth was willing to enter into an exclusivity agreement with China Oceanwide with respect to any potential transaction involving the acquisition of all outstanding shares of Genworth common stock. The exclusivity period would end on August 31, 2016.

On August 23, 2016, Genworth’s management delivered to Genworth’s executives and employees working directly on the proposed merger with China Oceanwide, guidelines prepared by Weil prohibiting any discussion between Genworth executives and China Oceanwide concerning post-closing employment by China Oceanwide or the terms thereof unless expressly permitted by the Board. These guidelines were substantively similar to the guidelines previously distributed on January 12, 2016 related to Company A and served as a reminder to Genworth’s executives and employees that the guidelines remained in place.

On August 24, 2016, Genworth’s closing stock price was $4.24.

On August 25, 2016, Mr. McInerney met with Mr. Zhao when both were in San Diego, California, to attend a national meeting of the National Association of Insurance Commissioners (which we refer to as the “NAIC”). In that meeting, Mr. McInerney discussed with Mr. Zhao the information that Mr. Zhao intended to present regarding China Oceanwide to U.S. state insurance regulators who were gathered at the meeting.

On August 25, 2016, representatives of Sullivan & Cromwell sent to representatives of Willkie a markup of the term sheet relating to the merger. Among other things, the markup deleted the warrants to be issued by Genworth, amended the proposed economic and repayment terms of the senior notes and provided that the senior notes would not be acquired by China Oceanwide concurrently with the execution of the merger but would only be acquired if the merger agreement was terminated in certain circumstances. It also included proposed changes to the definitions of “company material adverse effect” and “burdensome condition” in the merger agreement and reverted to China Oceanwide’s prior proposal that the termination fee and reverse termination fee be reciprocal ($105 million each). The reverse termination fee would only be payable if the merger failed to be completed because of China Oceanwide’s failure to obtain required regulatory approvals from governmental authorities in the PRC, or if China Oceanwide committed a material uncured breach of the merger agreement, which led to the failure of a closing condition. The draft term sheet reintroduced for discussion the previously proposed condition relating to the continued employment of certain unidentified key employees of Genworth. It also contained China Oceanwide’s request for Genworth and China Oceanwide to enter into an exclusivity agreement, by September 1, 2016, with respect to any alternative acquisition proposal involving Genworth (as defined in the proposed draft term sheet from Sullivan & Cromwell), including any potential transaction involving the acquisition of all outstanding shares of Genworth common stock, the duration of which was to be further negotiated. Genworth did not agree to any exclusivity arrangement with China Oceanwide.

On the same date, representatives of Genworth had a telephone conference with representatives of China Oceanwide, during which representatives of Genworth and China Oceanwide discussed Genworth’s policy that prohibited any discussion between Genworth executives and China Oceanwide concerning post-closing employment by China Oceanwide or the terms thereof unless expressly permitted by the Board. The representatives of China Oceanwide indicated that China Oceanwide did not have operations in the U.S. and a key component of the proposed transaction with Genworth would be to have the ability to retain its current management team and leverage their expertise in the post-closing operations of Genworth. China Oceanwide therefore wanted to have some assurances that such management team will continue with Genworth post-closing. In response, Mr. McInerney stated if China Oceanwide required further assurances in terms of post-closing commitments from employees, it should provide in the merger agreement for such arrangements to be negotiated between signing and closing, assuming the parties were able to come to terms on the definitive documents.

On August 26, 2016, representatives of Genworth, Willkie, Goldman Sachs and Lazard spoke with representatives of China Oceanwide, Sullivan & Cromwell, Willis Capital Markets & Advisory and Citi to negotiate the terms reflected in the draft of the term sheet proposed by China Oceanwide on August 25, 2016.

55

Table of Contents

Among other things, the representatives of Genworth and its advisors did not agree with China Oceanwide’s proposal regarding the definitions of the “company material adverse effect” and “burdensome condition,” the terms relating to the termination fee and reverse termination fee or the inclusion of a condition regarding continued employment of Genworth executives or employees.

On that same date, Genworth provided projections to S&P’s Ratings Evaluation Service for its use in developing indicative ratings under two financial scenarios. On September 28, 2016, at the request of China Oceanwide, Genworth provided updated projections, including updated financial scenarios, to representatives of S&P’s Ratings Evaluation Service. The first scenario used a pro forma projection which was substantially similar to the September projections and, in addition, assumed a $525 million China Oceanwide capital contribution to facilitate the unstacking and a $600 million China Oceanwide capital contribution to retire Genworth’s debt due in 2018 but did not include any purchase accounting adjustments related to the China Oceanwide transaction or any improvement in interest rates. The second scenario used the same projections as under the first scenario projections but included an additional $600 million China Oceanwide capital contribution to retire a portion of additional debt due in 2020 and 2021 for a total debt reduction of $1.2 billion.

Between August 25, 2016 and August 29, 2016, Mr. Zhao informed Mr. McInerney that, because the $600 million investment could not be structured as an acquisition of equity securities in Genworth without obtaining regulatory approvals prior to its consummation, China Oceanwide was no longer interested in pursuing such an investment, but that China Oceanwide remained committed to entering into a definitive agreement with respect to the merger.

On August 29, 2016, the STC met to discuss the status of the discussions with China Oceanwide and the relevant rating agencies and regulators regarding the merger. Members of Genworth’s management team and representatives of Goldman Sachs, Lazard, Willkie and RLF also participated in the meeting. At the end of the meeting, the STC instructed Genworth’s management and advisors to work toward agreeing to terms on a definitive merger agreement with China Oceanwide.

On August 31, 2016, representatives of Willkie sent a revised draft of the merger agreement to representatives of Sullivan & Cromwell. The merger agreement reflected Genworth’s positions regarding the key issues in the transaction, including the deletion of the proposed condition regarding the continued employment of key executives and employees. No further discussions regarding such a condition occurred thereafter.

On September 1, 2016, Messrs. McInerney and Zhao spoke by telephone to discuss the latest developments in respect of the merger. During the call, Messrs. McInerney and Zhao discussed: (i) the per share merger consideration proposed to be paid by China Oceanwide in the merger and the shrinking premium that it represented relative to the increasing market price of Genworth’s shares; (ii) the status of Genworth’s implementation of its multi-year rate action plan with respect to the LTC insurance business; and (iii) the size of the reverse termination fee being negotiated by the parties, the parties’ differing views regarding when such reverse termination fee would be payable and the implications of these differences on the allocation between the parties of the risk that China Oceanwide would be unable to obtain required U.S. state insurance regulatory approvals to complete the merger. At the end of this discussion, Messrs. McInerney and Zhao agreed to defer discussions regarding the merger consideration and the reverse termination fee until the other key terms of the merger agreement had been substantially agreed.

Between September 1, 2016 and September 16, 2016, representatives of Genworth, Willkie, Goldman Sachs and Lazard, at the direction of the STC and the Board, negotiated the other terms of the merger agreement and related transaction documents with representatives of China Oceanwide, Sullivan & Cromwell, Willis Capital Markets & Advisory and Citi. Among other things, such negotiations included discussions regarding the definition of burdensome condition, the scope of the parties’ obligations to obtain regulatory approvals, including the size and timing of China Oceanwide’s capital contribution to Genworth and the allocation of risk related to, and Genworth’s obligations with respect to, Genworth Australia and Genworth Canada. During this period, the representatives of Sullivan & Cromwell and Willkie also exchanged drafts of the merger agreement.

56

Table of Contents

On September 8, 2016, representatives of Genworth met with representatives of the Delaware Department of Insurance in Dover, Delaware. During such meeting, representatives of Genworth provided the representatives of the Delaware Department of Insurance with an update regarding the negotiation of the material terms of the transaction with China Oceanwide and an update on Genworth’s diligence of China Oceanwide.

On September 9, 2016, Genworth and China Oceanwide entered into a confidentiality agreement in order to facilitate the review by Genworth and its advisors of certain confidential information with respect to China Oceanwide and its potential controlling persons. Also on that date, representatives of Sullivan & Cromwell sent to representatives of Willkie revised drafts of the application for approval to acquire GLICNY that China Oceanwide expected to submit to the New York Department of Financial Services.

On September 12, 2016, representatives of Genworth, China Oceanwide, Willkie, Willis Capital Markets & Advisory, Citi, and Sullivan & Cromwell met with representatives of the New York Department of Financial Services to discuss China Oceanwide’s revised draft Form A application and related submissions. The parties discussed with the New York Department of Financial Services additional information that might be required to be provided by China Oceanwide in connection with the regulatory approval process related to the merger and other potential considerations relating to such application. On September 13, 2016, the New York Department of Financial Services provided comments and questions to China Oceanwide and Genworth regarding the draft submissions.

On September 12, 2016, the STC held a meeting with representatives of Goldman Sachs, Lazard, Willkie, Weil and RLF to receive an update from management regarding the status of the merger and certain related draft transaction documents in connection therewith, including the draft merger agreement. Genworth’s management also updated the STC regarding meetings with U.S. state insurance regulators in connection with the merger as well as new potential LTC insurance claim reserve increases that Genworth expected to record in the third quarter of 2016.

Between September 12, 2016 and October 21, 2016, at the direction of the Board, representatives of Genworth and Willkie met and spoke regularly with representatives of China Oceanwide and Sullivan & Cromwell to discuss the regulatory approval process in connection with the merger. Representatives of Genworth and China Oceanwide, including their respective advisors from time to time, jointly corresponded and met with Genworth’s regulators to discuss China Oceanwide’s draft applications and the information regarding China Oceanwide and its affiliates and potential controllers that had been or would be required to be provided to such regulators in connection with the regulatory approval process relating to the merger. This process included, among other things, meetings or conferences between Genworth and its principal U.S. state insurance regulators in Delaware, New York, North Carolina and Virginia, a supervisory college of insurance regulators who have oversight over Genworth’s insurance business in various jurisdictions, the Australian Prudential Regulation Authority (with respect to Genworth Australia), the Office of the Superintendent of Financial Institutions (with respect to Genworth Canada) and Fannie Mae and Freddie Mac (with respect to US MI).

On September 14, 2016 and September 15, 2016, representatives of Genworth, Goldman Sachs, Lazard and Willkie met with representatives of Company A and their advisors to negotiate unresolved issues relating to the definitive transaction agreement in connection with the sale of the L&A businesses to Company A. During that meeting, the parties discussed Company A’s proposal that GLAIC enter into an interest rate hedging transaction, as a condition to Company A’s execution of definitive documents, to limit Company A’s downside risk of the “fixed purchase price” proposed by Genworth, which could result from a reduction of GLAIC’s total adjusted capital prior to the closing of the proposed transaction with Company A.

Also on September 14, 2016, representatives of Genworth and China Oceanwide met with representatives of the Virginia Bureau of Insurance to provide an update on negotiations between Genworth and China Oceanwide.

On September 15, S&P announced that it downgraded the life insurance subsidiaries of Genworth from ‘BB’(Marginal) to ‘BB-’(Marginal). According to S&P, the downgrade was a result of its heightened concern

57

Table of Contents

around the increased concentration of Genworth’s LTC insurance business as new life insurance and annuity sales had been halted earlier in the year. S&P noted that it expected Genworth’s LTC insurance premiums to represent 85% of the group’s total future premiums and noted that Genworth’s LTC insurance business represented 84% of its total policy liabilities, and further that Genworth’s financial risk profile was less-than-adequate.

On September 16, 2016, representatives of Genworth, Goldman Sachs, Lazard and Willkie met with representatives of China Oceanwide, Sullivan & Cromwell, Willis Capital Markets & Advisory and Citi to discuss the parties’ plans with respect to upcoming meetings with the Delaware Department of Insurance regarding the regulatory approval process in connection with the merger. At that meeting, representatives of Genworth also presented to representatives of China Oceanwide the September projections (which are described in more detail under “—Certain Genworth Unaudited Financial Projections,” beginning on page 85) as adjusted to account for the impact of a $1.125 billion capital contribution by China Oceanwide to Genworth and certain illustrative impacts related to accounting for the transaction, which also included the new potential LTC insurance claims reserve increases, then under review, and other charges that Genworth anticipated to record and announce in connection with the announcement of financial results for the third quarter of 2016. Specifically, the representatives of Genworth informed the representatives of China Oceanwide that Genworth was anticipating an increase of LTC insurance claim reserves by approximately $400 million to $450 million pre-tax, resulting in an after-tax charge to earnings of $260 million to $300 million, as well as a non-cash charge of $275 million to $375 million primarily related to deferred tax assets that were not expected to be utilized before their expiration.

Also, on September 16, 2016, Company A sent a letter to Genworth with a revised proposal for the acquisition of Genworth’s L&A businesses. The new proposal reduced the amount that Company A was proposing would be hedged by Genworth in connection with the sale, proposed an accelerated timetable for effecting the acquisition of the L&A businesses that were held by GLIC through a reinsurance transaction with an affiliate of Company A (rather than the intercompany reinsurance of such business from GLIC to GLAIC prior to the sale of GLAIC to Company A), indicated that Company A would be willing to enter into a definitive agreement with respect to the transaction that included a provision allowing Genworth to terminate the agreement, subject to the payment of a termination fee, in order to accept a proposal from a third party with respect to a sale of all of the outstanding common stock of Genworth, and indicated a desire to have joint conversations with Genworth’s U.S. state insurance regulators to confirm that they would be supportive of a transaction in which Genworth would receive $600 million in unrestricted cash proceeds from the sale to repay outstanding debt. This was the final written proposal received by Genworth from Company A for the acquisition of the L&A businesses prior to Genworth’s entry into the merger agreement. The proposal contemplated a purchase price for GLAIC that was projected by the parties to be approximately $1.22 billion. This price assumed that Genworth would retain GLAIC’s variable annuity business, which the parties estimated to have a negative value of several hundred million dollars, and was based on Company A’s long-term interest rate assumptions as of that date. Executing the transaction would also have required Genworth and Company A to agree on the scope and terms of the interest rate hedging transaction that Company A required as part of its proposal and for Genworth to incur the costs and expenses of implementing such hedging transaction.

On September 19, 2016, Mr. McInerney spoke by telephone with Mr. Zhao regarding China Oceanwide’s interest in pursuing the merger. During that call, Mr. Zhao indicated that, after discussions with Chairman Lu and after assessing the potential new charges, then under review, that Genworth would be expected to record and announce in connection with the announcement of financial results for the third quarter of 2016, China Oceanwide remained committed to completing the merger for the consideration of $5.43 per share.

Also on September 19, 2016, members of Genworth’s management and representatives of China Oceanwide, Willkie, RLF, Marro and Associates, P.C. (China Oceanwide’s Delaware counsel for regulatory matters), and Sullivan & Cromwell met with representatives of the Delaware Department of Insurance. In that meeting, Genworth indicated that it would be seeking approval for the separation of the L&A businesses from the LTC insurance business in connection with the merger, through a sale of GLAIC by GLIC to a non-insurance company subsidiary of Genworth, with an expected cash purchase price of $700 million. This amount would be

58

Table of Contents

funded $175 million by Genworth and $525 million from the capital contribution to Genworth that was contemplated to be paid by China Oceanwide in connection with the merger.

On September 20, 2016, the STC met to discuss the status of the discussions with China Oceanwide and Company A. Members of Genworth’s management team and representatives of Willkie, RLF, Goldman Sachs and Lazard also participated in the meeting.

On September 23, 2016, representatives of Sullivan & Cromwell sent a new draft of the merger agreement to representatives of Willkie. The merger agreement indicated that in light of recent developments in Genworth’s business with potential ratings implications as well as ongoing discussions regarding Genworth and the potential transaction with the ratings agencies, China Oceanwide was reviewing and reconsidering how ratings relevant to the various rated subsidiaries of Genworth should be addressed as part of the merger agreement, including whether a separate ratings condition would be added.

On September 25, 2016, the Board met to discuss the status of the discussions with China Oceanwide and Company A, and the upcoming negotiations of the material deal points that had previously been deferred. Members of Genworth’s management team and representatives of Willkie, RLF, Goldman Sachs and Lazard also participated in the meeting. At this meeting, Genworth’s management presented the September projections (for a description of the September projections and of the Board’s discussion of the September projections, see the section entitled “—Certain Genworth Unaudited Financial Projections,” beginning on page 85).

On September 28, 2016, Mr. Riepe, Mr. McInerney and other members of Genworth’s management traveled to Beijing, China to discuss the merger, the material outstanding terms of the merger (including the merger consideration and the circumstances in which the reverse termination fee would be payable), the process for completing negotiations with respect to the merger and other matters, with Chairman Lu, Mr. Zhao and other representatives of China Oceanwide. These meetings lasted through September 30, 2016. During these meetings, Mr. Riepe urged representatives of China Oceanwide to increase its proposed per share merger consideration, to which representatives of China Oceanwide responded that it would not be willing to do so, and that it was considering, based in part on advice from its advisors, not proceeding with the transaction at the current price of $5.43 but instead, ceasing all discussions with Genworth, observing the effects of Genworth’s announcement of its anticipated LTC insurance claim reserve charges in connection with the announcement of financial results for the third quarter of 2016, once finalized, on its stock price and business and then re-evaluating its offer at such time. By the end of the meetings, the parties had agreed that the per share merger consideration would not be increased or decreased as a result of the anticipated LTC insurance claim reserves charges under review and expected to be announced in connection with the announcement of financial results for the third quarter of 2016, and that the reverse termination fee would not be payable as a result of the failure of China Oceanwide to obtain non-PRC regulatory approvals if such failure was not caused by a material uncured breach by China Oceanwide of its obligations under the merger agreement which led to the failure of such closing condition.

Also, on September 28, 2016, representatives of Genworth and Willkie negotiated other terms of the merger agreement with representatives of China Oceanwide and Sullivan & Cromwell.

Between October 3, 2016 and October 21, 2016, at the direction of the Board, representatives of Genworth, Willkie, Goldman Sachs and Lazard engaged in regular negotiations with representatives of China Oceanwide, Sullivan & Cromwell, Willis Capital Markets & Advisory and Citi regarding the remaining terms of the merger agreement and the related transaction documents.

On October 7, 2016, representatives of Genworth spoke by telephone with representatives of the Delaware Department of Insurance. During that call, the representatives of the Delaware Department of Insurance gave the representatives of Genworth feedback regarding Genworth’s proposed approach with respect to seeking regulatory approval of the unstacking in connection with the merger, which feedback Genworth’s management team interpreted to be positive.

On October 9, 2016, at a meeting of the Board at which members of Genworth’s management and representatives of Willkie, RLF, Weil, Goldman Sachs and Lazard were present, Genworth’s management presented a revised

59

Table of Contents

version of the September projections (for further description of the Board’s discussion of this revised version of the September projections at such meeting, see the section entitled “—Certain Genworth Unaudited Financial Projections,” beginning on page 85). Also at this meeting, representatives of each of Goldman Sachs and Lazard reviewed with the Board its internal conflicts review process with respect to each of Company A and China Oceanwide, and confirmed that Goldman Sachs or Lazard, as applicable, did not have any conflicts to disclose to the Board that would limit its ability to fulfill its responsibilities, as financial advisors to Genworth.

On October 10, 2016, Messrs. McInerney and Zhao discussed Genworth’s management’s views of its recent discussions with S&P and potential impacts of the merger. After discussion with Mr. Zhao, Mr. McInerney agreed that Genworth would provide a memorandum to Chairman Lu summarizing the views of Genworth’s management. Genworth delivered that memorandum to Chairman Lu on October 12, 2016.

On October 13, 2016, Mr. Zhao confirmed to Mr. McInerney that China Oceanwide was prepared to proceed with the merger.

On October 13, 2016 and October 14, 2016, the Board held a meeting at which members of management and representatives of each of Willkie, Weil, RLF, Goldman Sachs and Lazard were present. At this meeting, the Board further considered and discussed the proposed transaction with China Oceanwide, as well as other strategic alternatives. At the meeting, members of Genworth’s management reviewed with the Board the range of strategic options that had been considered since December 2014, including: the unstacking; a sale of Genworth’s L&A businesses; a sale of its U.S. life insurance businesses, which included its LTC insurance business; and three whole-company transactions. Genworth’s management also provided an update regarding the status of the Life and Annuity Transaction and management’s discussions with Company A, noting that if the Board decided not to proceed with the proposed transaction with China Oceanwide, management would propose pursuing a transaction with Company A similar to the Life and Annuity Transaction. Genworth’s management informed the Board that, taking into account all factors, including the anticipated third quarter charges, expected to be announced in connection with the announcement of financial results for the third quarter of 2016, it was management’s view that the proposed China Oceanwide transaction was more attractive than the Life and Annuity Transaction.

Representatives of Weil and RLF also led a discussion of the Board’s fiduciary duties in the context of a sale transaction, such as the proposed transaction with China Oceanwide, in which Genworth’s stockholders would receive cash consideration for their shares of Genworth common stock and cease to have an interest in Genworth going forward, reminding the directors that they had received presentations regarding their fiduciary duties in the past. Representatives of Weil and RLF also engaged the Board in a discussion of various considerations relevant to the proposed transaction with China Oceanwide, including, among other things, the structure of the proposed transaction, the advice the Board had received from its advisors and management, the execution risks associated with the proposed transaction, potential management conflicts arising from management’s potential future employment by China Oceanwide, Genworth’s leverage and associated ratings declines, the anticipated LTC insurance claims reserve charges, expected to be announced in connection with the announcement of financial results for the third quarter of 2016, the transaction premium relative to Genworth’s stock price, the Board’s two-year-long process exploring strategic alternatives, and whether the Board believed it had obtained the maximum value reasonably attainable for Genworth’s stockholders.

Representatives of Weil and RLF also led a discussion of certain stockholder derivative litigation that had been filed, as well as related stockholder demands the Board had received, each of which the Board had previously discussed, asserting various claims on behalf of Genworth against certain current and former directors and officers of Genworth, and the consideration the Board should give to those claims in the context of the proposed transaction with China Oceanwide. Among other topics, the Board and its legal advisors discussed the merits of the claims, that the plaintiffs in the pending derivative actions brought on behalf of Genworth would lose standing to continue those actions upon the closing of the merger, the possibility of China Oceanwide asserting the claims post-closing, potential value of the claims (assuming, for the sake of discussion, the claims were

60

Table of Contents

meritorious), and whether the value of the claims is material in the overall context of the proposed transaction with China Oceanwide. Representatives of each of Weil, RLF and Simpson Thacher (who joined the meeting for this purpose) discussed with the Board each firm’s respective views of the derivative claims. Following this discussion, the Board concluded that the derivative claims were likely not meritorious and therefore of no material value in the overall context of the proposed transaction with China Oceanwide. The Board also concluded that, even if the derivative claims were viable, the potential value of those claims would not be material in the overall context of the proposed transaction with China Oceanwide.

Representatives of Willkie discussed with the Board the terms of the draft merger agreement with China Oceanwide including, among other things, the deal protection provisions, Genworth’s and China Oceanwide’s respective termination rights and the related termination fees, the closing conditions, the provisions relating to the regulatory approval process and China Oceanwide’s efforts to complete the merger, and the terms relating to the interests of Genworth’s management team and other employees in connection with the merger. Representatives of Willkie also summarized the points relating to the merger agreement that remained unresolved between the parties, and the steps that Genworth’s management and Willkie had taken to assess the likelihood that the parties would be able to obtain regulatory approvals necessary to complete the merger. Representatives from Willkie and Genworth’s management also led a discussion of other considerations relevant to the proposed transaction with China Oceanwide, including: the ownership structure of China Oceanwide; the funding of the transaction; the anticipated escrow in the U.S. of the reverse termination fee payable to Genworth in the event China Oceanwide was unable to obtain the requisite PRC regulatory approval or of a material uncured breach of the merger agreement by China Oceanwide which led to the failure of a closing condition; the circumstances under which the Board could assess, negotiate, and/or enter into definitive documents providing for, an unsolicited proposal; feedback received from regulators; potential future ratings downgrades and feedback given by S&P; and China Oceanwide’s anticipated capital contribution following the merger.

Genworth’s management summarized for the Board certain updates management had made to assumptions underlying the previous version of the September projections presented to the Board at the October 9, 2016 Board meeting based on discussions and input received from the Board at that meeting. For a description of the Board’s discussion of the revised projections at this meeting, see the section entitled “—Certain Genworth Unaudited Financial Projections,” beginning on page 85).

The Board also discussed other potential strategic alternatives available to Genworth, including the auction sale process for the L&A businesses in 2015, Company B’s offer to acquire Genworth’s U.S. life insurance businesses, and Company D’s offer to acquire all of Genworth at a price of $3.50 per share. The Board and its advisors then engaged in a discussion of the relevant merits and risks of these alternatives, as well as Genworth’s anticipated need to engage in some type of strategic action during the forecast period of the revised September projections. Representatives from Goldman Sachs and Lazard advised the Board that if the proposed transaction with China Oceanwide could be secured on acceptable terms it would be a better alternative for Genworth’s stockholders, when compared to all the other potential strategic alternatives considered by the Board, including the alternative of raising capital in the market, which was not believed to be an achievable path for Genworth at that time in light of its limited access to financial markets. Genworth’s management advised that the proposed transaction with China Oceanwide was the best alternative available to Genworth and its stockholders, as compared to Genworth’s management’s current business plan.

The Board engaged in a discussion with Genworth’s management, Goldman Sachs, Lazard, Willkie, Weil and RLF concerning the premium to the current market price represented by the merger consideration, the fact that Genworth’s stock price did not yet reflect charges Genworth expected to announce in connection with the announcement of financial results for the third quarter of 2016 when finalized, and the potential negative impact of those charges on Genworth’s stock price absent a simultaneous announcement regarding the transaction with China Oceanwide. Representatives of Goldman Sachs and Lazard reviewed Genworth’s debt capitalization, historical actual performance measured against projections, and key challenges facing Genworth. Representatives of Goldman Sachs and Lazard, the Board and Genworth’s management discussed, among other things, that: (i)

61

Table of Contents

the L&A businesses were put in runoff as sales had been negatively impacted by significant competition, low interest rates and Genworth’s limited ability to achieve an appropriate return for its stockholders; (ii) with respect to US MI, given the pending charges it was unclear how the ratings would be impacted, the ability of that business to maintain its market share, and additional regulatory pressures; (iii) certain dividends that may be paid to Genworth Holdings from Genworth Australia would be special dividends, subject to the approval of the board of directors of such subsidiary and would require regulatory approval; and (iv) Genworth’s access to financing markets was limited. Representatives from Goldman Sachs and Lazard discussed their respective financial analyses and advised the Board that each of Goldman Sachs and Lazard would update its respective financial analyses to account for the finalized version of the revised September projections, which we refer to in this proxy statement as the Base Forecast (see the section entitled “– Certain Genworth Unaudited Financial Projections,” beginning on page 85).

Also at the meeting, representatives of RLF discussed with the Board additional factors in connection with the Board’s review of the proposed transaction with China Oceanwide, including the composition of the STC and the quality of the STC’s process, the history of negotiations with Company A, the Board’s retention of outside advisors and the advisors’ respective viewpoints on alternatives available to Genworth, Genworth’s existing capital structure and the inability to access capital due to regulatory constraints which prevented Genworth from further de-leveraging, the execution risk in management’s Base Forecast, certain concerns related to employee morale and attrition, and management’s view that the proposed transaction with China Oceanwide was the best option available for stockholders. Representatives of RLF also reviewed certain downsides to the proposed transaction with China Oceanwide, including, among other things, execution and regulatory approval risk, and that stockholders would not have the ability to participate in Genworth’s potential future recovery or growth.

Following further discussion, the non-executive directors met in an executive session with representatives of Goldman Sachs and Lazard. During the executive session, the non-executive directors discussed the likelihood of another acquiror emerging who would be willing to pay a higher price in a whole-company transaction. The Board and its advisors discussed that the Board’s consideration of strategic alternatives had been public for over a year, and that the Board had engaged in discussions with every potential acquiror that had approached Genworth. In addition, the representatives of Goldman Sachs and Lazard each discussed how Genworth’s mix of businesses made it difficult to conceive of any other particular acquiror having an interest in acquiring the entire company at the same or a higher price. The non-executive directors further discussed China Oceanwide’s desire to retain management and the fact that management had not had discussions regarding specific employment arrangements with China Oceanwide, although it was generally assumed that the management team would continue to operate Genworth’s businesses following the proposed transaction with China Oceanwide.

Mr. McInerney then joined the executive session. The directors discussed and confirmed that none of the directors had or perceived any conflict of interest that would preclude any director from voting with respect to a transaction with China Oceanwide. Mr. Riepe also discussed the recommendation of the STC (discussed below) that, subject to receiving a fairness opinion and Genworth and China Oceanwide reaching final terms consistent with the discussion presented to the Board, the STC unanimously supported the transaction with China Oceanwide and recommended that the Board approve the transaction, given the challenges facing Genworth. Mr. McInerney also discussed with the Board management’s unanimous recommendation that the proposed transaction with China Oceanwide was the best option for the stockholders. Mr. McInerney discussed, among other things, management’s perspective on the challenges facing Genworth’s businesses, the likely significant decline in Genworth’s stock price that would occur if the reserve charges were announced in connection with the announcement of financial results for the third quarter of 2016 without simultaneously announcing the transaction with China Oceanwide and the unlikelihood of Genworth identifying another acquiror who would be able to consummate a transaction at the same or higher price as the price offered by China Oceanwide.

Also, on October 14, 2016, during a scheduled recess between Board discussions, the STC met with representatives of RLF to discuss, among other things, the proposed merger agreement and certain business and financial considerations in connection therewith. After discussion, the STC concluded that it was prepared to

62

Table of Contents

recommend to the Board that it approve the merger agreement and the merger, subject to the satisfactory finalization of the merger agreement and the receipt of fairness opinions from Goldman Sachs and Lazard.

After the October 13, 2016 and October 14, 2016 Board meeting and for the week that followed, representatives of Genworth and Willkie continued to negotiate with representatives of China Oceanwide and Sullivan & Cromwell the terms of the merger agreement and the related transaction agreements, and continued to advance the proposed drafts of China Oceanwide’s regulatory approval applications. Following the Board meeting, Mr. McInerney had a telephone conversation with a representative of Company A. During that conversation, Mr. McInerney informed the representative of Company A that, at the direction of the Board, Genworth was focused on executing a transaction other than the sale of the L&A businesses to Company A. The representative of Company A indicated that Company A remained interested in acquiring the L&A businesses on the terms Company A had previously proposed, but was not willing to increase its proposed purchase price for such businesses or otherwise amend the terms of its proposal.

On October 16, 2016, representatives of China Oceanwide and their advisors requested that Genworth provide China Oceanwide with the most recent projections that Genworth’s management had prepared and delivered to the Board and Genworth’s financial advisors in connection with their evaluation of the merger consideration and the merger. Accordingly, Genworth provided the Base Forecast to China Oceanwide later that day. Between October 16, 2016 and October 20, 2016, representatives of Genworth, China Oceanwide and their advisors had several discussions regarding the Base Forecast and certain questions that China Oceanwide had with respect to the Base Forecast, during which China Oceanwide again raised concerns about whether it would be willing to proceed with the signing of definitive documents at the $5.43 price per share in light of the Base Forecast and further ratings downgrade risk, especially with respect to US MI. As a result of these discussions, Genworth sent a memorandum to China Oceanwide and, subsequently China Oceanwide proposed that the merger agreement include as a condition to China Oceanwide’s obligation to consummate the merger that Genworth shall not have experienced a change, or the public announcement of a change, in the financial strength rating assigned to Genworth Mortgage Insurance Corporation to below “BB (negative outlook)” by S&P, and the parties negotiated the terms of such condition.

On October 20, 2016, representatives of Sullivan & Cromwell informed representatives of Willkie that the escrow account into which China Oceanwide had agreed to deposit the amount of the $210 million reverse termination fee concurrently with the execution of the merger agreement could not be established until the following week. At the meeting of the Board held on the same day, representatives of Willkie relayed this information to the Board.

On October 20, 2016 and October 21, 2016, the Board held a meeting at which members of Genworth’s management and representatives of each of Goldman Sachs, Lazard, Willkie, Weil and RLF were present.

During the portion of the meeting held on October 20, 2016, Genworth’s management informed the Board that there was substantial agreement on the terms of the draft merger agreement, between Genworth and China Oceanwide, and that, despite the strong indication from China Oceanwide that it was considering the possibility of delaying signing a merger agreement until after the LTC insurance claims reserve charge was finalized and publicly announced in connection with the announcement of financial results for the third quarter of 2016 and then offering to purchase Genworth at a lower price, China Oceanwide’s offer price remained at $5.43 per share. A representative of Weil then discussed with the directors of the Board their fiduciary duties in considering the proposed transaction with China Oceanwide, referencing materials previously provided to the Board. The representative from Weil also informed the Board that, since the previous meeting of the Board on October 13-14, 2016, a stockholder who had previously made a litigation demand on the Board, which the Demand Committee was still considering, had filed a new derivative action alleging that her demand had been wrongfully refused by the Board. The representative of Weil then discussed the impact of the new complaint with respect to the Board’s discussion during the October 13-14, 2016 meeting concerning the merits and potential value of the derivative claims in the context of the proposed transaction with China Oceanwide, noting that prior to the meeting he had discussed the new complaint with Simpson Thacher, which concurred with Weil’s views.

63

Table of Contents

A representative of Willkie discussed changes to the merger agreement from the last draft that had been reviewed by the Board. During this portion of the meeting, the Board, members of Genworth’s management and Genworth’s financial and legal advisors discussed, among other things, the risks involved with the ratings condition proposed by China Oceanwide, the U.S. escrow account not having been established and funded and implications and risks of delaying the execution of the merger agreement, including until a time that is after the announcement of Genworth’s anticipated LTC insurance claims reserve charges in connection with the announcement of financial results for the third quarter of 2016.

Representatives of Lazard reviewed with the Board its financial analysis of the merger consideration. A representative of Lazard provided an overview of its financial analysis, which is summarized in the section entitled “—Opinions of Genworth’s Financial Advisors—Opinion of Lazard Frères & Co. LLC,” beginning on page 78. Lazard then rendered its oral opinion that, as of October 20, 2016, and based upon and subject to the various assumptions made, procedures followed, factors considered, and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, the merger consideration to be paid to the holders of the outstanding shares of Genworth common stock (other than the excluded shares) was fair, from a financial point of view, to such holders of the outstanding shares of Genworth common stock (other than excluded shares).

Representatives of Goldman Sachs then reviewed with the Board its financial analysis of the merger consideration and the financial analysis used in connection with its fairness opinion, which is summarized in the section entitled “—Opinions of Genworth’s Financial Advisors—Opinion of Goldman, Sachs & Co.,” beginning on page 72. The representatives of Goldman Sachs then rendered Goldman Sachs’s oral opinion that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, qualifications and limitation on the review undertaken by Goldman Sachs, the merger consideration to be paid to the holders (other than Asia Pacific and its affiliates) of the outstanding shares of Genworth common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

Following further discussion, the Board concluded that the terms of the merger agreement, as presented, were acceptable, but that the Board would not approve the execution of the merger agreement until such time as China Oceanwide had transferred $210 million either into an escrow account with Citibank in the U.S. or to Genworth to be held in escrow for China Oceanwide. The Board agreed to adjourn its meeting to provide Genworth’s management time to resolve the remaining issues with China Oceanwide.

Later that day, the Board reconvened its special meeting. Mr. Riepe stated that Genworth and China Oceanwide had agreed that China Oceanwide would wire the $210 million to Genworth the next day, to be held by Genworth until an escrow account could be opened by China Oceanwide with Citibank, the escrow agent, in the U.S. A representative of Willkie next reviewed with the Board the latest developments in the negotiation of the merger agreement. He also stated China Oceanwide would expect the arrangement between the parties to transfer the $210 million to Genworth to be appropriately documented, which remained to be addressed. Following this discussion, the Board agreed to reconvene the next day at such time as the escrow funds had been received by Genworth and the parties had agreed on final terms of the merger agreement.

The Board reconvened its meeting on October 21, 2016. A representative of Willkie confirmed that the $210 million had been received by Genworth and provided an update on the material changes to the merger agreement since the Board’s update the prior evening, and a summary of the terms of the escrow deposit documentation agreed between Genworth and China Oceanwide. Genworth’s management then confirmed its support of the merger agreement and the transaction with China Oceanwide, and a member of the STC confirmed that the committee supported and recommended that the Board approve the merger agreement and the proposed transaction with China Oceanwide. Following discussion, the Board unanimously (i) determined that the merger was fair to, and in the best interests of, Genworth and its stockholders and approved and declared advisable the merger agreement and approved the merger and the other transactions contemplated thereby, (ii) directed that the merger agreement be submitted to Genworth’s stockholders for their consideration at a stockholders meeting to

64

Table of Contents

be called at a future date and (iii) subject to the terms and conditions of the merger agreement, resolved to recommend that the stockholders of Genworth adopt the merger agreement.

After this meeting, representatives of Willkie and Sullivan & Cromwell finalized the merger agreement and other related transaction documents in accordance with the discussions with the Board, and Genworth and China Oceanwide subsequently signed the merger agreement after the close of the market on October 21, 2016. Also on October 21, 2016, each of Goldman Sachs and Lazard delivered their written opinions to Genworth.

On October 23, 2016, the parties to the merger agreement issued a joint press release announcing the merger.

On the same day, Genworth issued a press release announcing preliminary charges for the third quarter of 2016 consisting of (i) an expected $400 million to $450 million pre-tax increase to LTC insurance claim reserves and (ii) an expected non-cash charge of $275 million to $325 million primarily related to deferred tax assets that were not expected to be utilized before their expiration.

Recommendation of the Board

On October 21, 2016, at the conclusion of a meeting of the Board which began on October 20, 2016, and was reconvened and concluded on October 21, 2016, after careful consideration, including discussions with Genworth’s management and its financial and legal advisors, by a unanimous vote of all directors, the Board (including the members of the STC):

Therefore, the Board unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement. The Board also unanimously, by those directors present, recommends that you vote “FOR” the approval, by a non-binding advisory vote, of the compensation that may be paid or become payable to Genworth’s named executive officers that is based on or otherwise relates to the merger and “FOR” the proposal to adjourn the special meeting if necessary or appropriate, including to solicit additional proxies.

Reasons for the Board’s Recommendation

In evaluating the merger and the terms and provisions of the merger agreement, the Board, including the members of the STC, consulted with Genworth’s management team and outside financial and legal advisors and considered and evaluated a variety of factors. The Board unanimously determined that the merger is fair to, and in the best interests of, Genworth and its stockholders, approved and declared advisable the merger agreement and the merger and the other transactions contemplated by the merger agreement and recommended adoption of the merger agreement to the holders of Genworth common stock. Our Board believes that, taken as a whole, the following factors support its decision to approve the merger agreement:

65

Table of Contents

66

Table of Contents

67

Table of Contents

68

Table of Contents

69

Table of Contents

In the course of its deliberations, the Board also considered certain risks and other potentially negative factors concerning the merger, including:

70

Table of Contents

71

Table of Contents

The preceding list of factors is not intended to be exhaustive but includes certain material factors that the Board, including the STC, considered in evaluating the merger agreement, the merger and the other transactions contemplated thereby. In view of the complexity and wide variety of factors in connection with the Board and STC’s evaluation of the merger agreement, the merger and the other transactions contemplated thereby, it is not practical to quantify, rank or otherwise assign relative weights to the different factors in reaching the Board’s decision. In addition, in considering the factors described above, individual members of the Board, including the members of the STC, may have given different weight to different factors.

Opinions of Genworth’s Financial Advisors

Opinion of Goldman, Sachs & Co.

Goldman Sachs delivered its oral opinion to the Board on October 20, 2016, which opinion was subsequently confirmed in a written opinion dated October 21, 2016, that, as of the date of such opinion and based upon and subject to the factors and assumptions set forth therein, the per share merger consideration to be paid to the holders (other than Asia Pacific and its affiliates) of shares of Genworth common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated October 21, 2016, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is included as Annex B to this proxy statement. Goldman Sachs provided its opinion for the information and assistance of the Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of Genworth common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Genworth regarding their assessment of the past and current business operations, financial condition and future prospects of Genworth;

72

Table of Contents

reviewed the reported price and trading activity for shares of Genworth common stock; compared certain financial and stock market information for Genworth with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the insurance industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with Genworth’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Genworth’s consent that the Base Forecast was reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Genworth. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Genworth or any of its subsidiaries and, other than the Actuarial Appraisal of the Inforce Business of Genworth Life and Annuity Insurance Company and Subsidiaries, dated March 23, 2015, prepared by Milliman, it was not furnished with any such evaluation or appraisal. Goldman Sachs is not an actuary and its services did not include any actuarial determination or evaluation by Goldman Sachs or any attempt to evaluate actuarial assumptions and Goldman Sachs has relied on Genworth’s actuaries with respect to reserve adequacy and Genworth’s insurance liabilities. In that regard, Goldman Sachs has made no analysis of, and expressed no opinion as to, the adequacy of the reserves, the long-term business provision and claims outstanding or the embedded value of Genworth. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Genworth to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to Genworth; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Asia Pacific and its affiliates) of shares of Genworth common stock, as of the date of the opinion, of the per share merger consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Genworth; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Genworth, or class of such persons in connection with the merger, whether relative to the per share merger consideration to be paid to the holders (other than Asia Pacific and its affiliates) of shares of Genworth common stock pursuant to the merger agreement or otherwise. Goldman Sachs does not express any opinion as to the impact of the merger on the solvency or viability of Genworth or Asia Pacific or the ability of Genworth or Asia Pacific to pay their respective obligations when they come due. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions, as in effect on, and the information made available to it as of the date of the opinion, and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent the relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise

73

Table of Contents

noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 18, 2016 and is not necessarily indicative of current market conditions.

Summary of Goldman Sachs’ Financial Analyses

Historical Stock Trading Analysis. Goldman Sachs reviewed historical trading prices and volumes for shares of Genworth common stock. In addition, Goldman Sachs analyzed the per share merger consideration to be paid to holders of shares of Genworth common stock pursuant to the merger agreement in relation to (i) the volume weighted average price per share of Genworth common stock (which we refer to as “VWAP”), for the preceding 30-day, 3-month and 6-month periods ended October 18, 2016, (ii) the high and low trading prices per share of Genworth common stock over the 52-week period ended October 18, 2016, (iii) the lowest trading price per share of Genworth common stock during the period from July 1, 2016 to October 18, 2016 and (iv) the closing price per share of Genworth common stock on July 7, 2016, the date on which China Oceanwide confirmed its proposal to acquire all of the outstanding shares of Genworth common stock at a purchase price of $5.43 per share. This analysis indicated that the per share merger consideration to be paid to Genworth stockholders pursuant to the merger agreement represented:

Present Value of Future Share Price Analysis. Goldman Sachs performed analyses of the implied present value of the future share price of Genworth common stock, which is designed to indicate the present value of a theoretical future value of Genworth’s equity as a function of its estimated future book value per share and an assumed range of price to book value multiples. For these analyses, Goldman Sachs used the Base Forecast for the one year periods ending December 31 of each of the years 2018 through 2021 and the number of fully diluted outstanding shares of Genworth as of December 31 of each of the years 2017 through 2020 as provided by Genworth’s management. Goldman Sachs first performed a regression analysis to compare the implied relationship between reported price as a multiple of book value per share (excluding accumulated other comprehensive income, which we refer to as “ex. AOCI”, and, collectively, as the “P/BV (ex. AOCI)”) as of June 30, 2016 and the estimated return on average equity for 2017 (which we refer to as the “2017E ROAE”) for the following publicly traded companies using estimates from Institutional Brokers’ Estimate System (which we refer to as “IBES”) for these selected companies:

74

Table of Contents

Although none of the selected companies is directly comparable to Genworth or has exposure to the LTC sector that is as significant as Genworth’s, the selected companies included were chosen because they are publicly traded companies with operations that, for purposes of analysis, may be considered similar to certain operations of Genworth.

The regression analysis for the selected companies produced an R-squared value of 0.7959. Goldman Sachs applied this general relationship to Genworth’s estimated return on average equity for each of the years 2018 through 2021 as reflected in the Base Forecast and calculated implied present values per share of Genworth common stock by assuming Genworth trades on the regression line (0.0% discount) and by applying the current discount at which Genworth trades to the regression line (28.4% discount). The regression analyses implied the following P/BV (ex. AOCI) multiples for each of the years 2017 through 2020 on the regression line versus P/BV (ex. AOCI) multiples after applying the discount for each of the years 2017 through 2020:

The estimated P/BV multiples for each of the years 2017 through 2020 implied by applying the current discount were then applied to estimated book value per share of Genworth as set forth in the Base Forecast for each of the years 2017 through 2020 to derive a range of implied future stock prices for Genworth for each of 2017 through 2020, which Goldman Sachs then discounted back to present value, using an illustrative discount rate of 20.1%, reflecting an estimate of Genworth’s cost of equity. This analysis resulted in an illustrative range of implied present values per share of Genworth common stock of $3.80 to $4.66.

Illustrative Sum-of-the-Parts Analysis. Goldman Sachs performed an illustrative sum-of-the-parts analysis of Genworth to derive implied values as of January 1, 2017 for each of the following segments of Genworth:

75

Table of Contents

Goldman Sachs performed illustrative dividend discount analyses for U.S. Life, US MI and Genworth Australia to derive a range of implied values for each such segment. In addition, Goldman Sachs also performed an illustrative trading range analysis for US MI.

In performing an illustrative dividend discount analysis with respect to U.S. Life, Goldman Sachs calculated a range of illustrative terminal values for U.S. Life in 2020 by applying illustrative price to book value multiples ranging from 0.20x to 0.30x to the projected book value per share of U.S. Life in 2020 as set forth in the Base Forecast. Goldman Sachs then discounted the estimated dividend streams from U.S. Life for the period 2017 through 2020 as set forth in the Base Forecast (which were $0 for such period) and the range of illustrative terminal values to derive illustrative present values, as of January 1, 2017, of U.S. Life, which ranged from $888 million to $1.431 billion. Goldman Sachs used a range of discount rates from 11.0% to 13.0%, representing estimates of Genworth’s weighted average cost of capital.

In performing an illustrative dividend discount analysis with respect to US MI, Goldman Sachs calculated a range of illustrative terminal values for Genworth’s assumed 80.1% ownership stake in US MI (pro forma for the assumed sale by Genworth of 19.9% of the outstanding shares of US MI in an initial public offering of US MI effective January 1, 2017, as reflected in the Base Forecast) in 2020 by applying one-year forward P/E multiples ranging from 8.0x to 10.0x to estimated 2021 earnings per share for US MI as set forth in the Base Forecast. Goldman Sachs then discounted the estimated dividend streams from Genworth’s assumed 80.1% ownership in US MI for the period 2017 through 2020 as set forth in the Base Forecast and range of illustrative terminal values to derive illustrative present values, as of January 1, 2017, of Genworth’s assumed 80.1% ownership stake in US MI. Goldman Sachs used a range of discount rates from 11.0% to 13.0%, representing estimates of Genworth’s weighted average cost of capital.

Goldman Sachs also performed an illustrative trading range analysis for US MI. In performing an illustrative trading range analysis for US MI, Goldman Sachs derived a range of implied values for Genworth’s assumed 80.1% ownership stake in US MI, by applying estimated P/E multiples ranging from 8.2x to 8.6x to estimated 2017 earnings for US MI as set forth in the Base Forecast. These analyses resulted in a valuation range for US MI from $1.285 billion to $1.660 billion.

In performing an illustrative dividend discount analysis of Genworth Australia, Goldman Sachs calculated a range of illustrative terminal values for Genworth’s 52% ownership stake in Genworth Australia in 2020 by applying one-year forward P/E exit multiples ranging from 7.0x to 9.0x to estimated 2021 earnings per share for Genworth Australia as set forth in the Base Forecast. Goldman Sachs then discounted the estimated dividend streams from Genworth’s 52% ownership in Genworth Australia for the period 2017 through 2020 as set forth in the Base Forecast and illustrative terminal values to derive illustrative present values, as of January 1, 2017, of Genworth’s 52% ownership stake in Genworth Australia, which ranged from $477 million to $548 million. Goldman Sachs used a range of discount rates from 11.0% to 13.0%, representing estimates of Genworth’s weighted average cost of capital.

Goldman Sachs also derived an implied value for Corporate and Other, which resulted in an implied valuation of $(1.266 billion), using the following data provided by Genworth’s management: (i) pro forma estimates, as of January 1, 2017, of Genworth Holdings’ cash (excluding restricted cash) and debt valued at book value as provided by Genworth management (including estimates for the cash proceeds to Genworth Holdings from the assumed sale of its 57.3% stake in Genworth Canada, a one-time dividend paid by US MI to Genworth Holding from the proceeds of an assumed debt issuance by US MI and cash proceeds to Genworth Holdings from its assumed sale of 19.9% of the outstanding shares of US MI in an initial public offering of US MI effective January 1, 2017), (ii) the net present value of certain net deferred tax assets as of December 31, 2016 (valued using a discount rate of 11.6%, representing an estimate of Genworth’s weighted average cost of capital, using the estimated utilization of such tax assets reflected in the Base Forecast) and (iii) the net present value as of December 31, 2017, of certain net accrued Genworth liabilities (valued using a discount rate of 11.6%, representing an estimate of Genworth’s weighted average cost of capital, using the estimated net payment of such liabilities reflected in the Base Forecast).

76

Table of Contents

Goldman Sachs added together the ranges of implied values it derived using the foregoing analyses to derive a range of implied equity values for Genworth, divided the result by the number of Genworth fully diluted shares outstanding provided by Genworth management and then discounted the implied values per share of Genworth common stock from January 1, 2017 to September 30, 2016 using a discount rate of 20.1%, representing Genworth’s estimated cost of equity, to derive a range of implied present values per share of Genworth common stock of $2.61 to $4.48.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company used in the above analyses as a comparison is directly comparable to Genworth.

Goldman Sachs prepared these analyses for purposes of providing its opinion to the Board as to the fairness from a financial point of view of the per share merger consideration to be paid to the holders (other than Asia Pacific and its affiliates) of Genworth common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Genworth, China Oceanwide, Asia Pacific, Goldman Sachs, any of its affiliates or any other person assumes responsibility if future results are materially different from those forecast.

The per share merger consideration was determined through arm’s-length negotiations between Genworth and China Oceanwide and was approved by the Board. Goldman Sachs provided advice to Genworth during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Genworth or the Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

As described above, Goldman Sachs’ opinion to the Board was one of many factors taken into consideration by the Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs included as Annex B to this proxy statement.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Genworth, Asia Pacific, any of their respective affiliates and third parties, including affiliates of Mr. Lu Zhiqiang, an affiliate of a significant shareholder of Asia Pacific (we refer to Mr. Lu Zhiqiang and such affiliates, as the “Zhiqiang Related Entities”), or any currency or commodity that may be involved in the transaction contemplated by the merger agreement. Goldman Sachs acted as financial advisor to Genworth in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to Genworth and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive,

77

Table of Contents

compensation, including having acted as book manager with respect to a block trade of 92,300,000 shares of common stock of Genworth Australia, an indirect majority-owned subsidiary of Genworth, in May 2015; as solicitation agent for Genworth in connection with the solicitation by Genworth of consents from the holders of Genworth’s (i) 6.515% Senior Notes due May 2018, (ii) 7.7% Senior Notes due June 2020, (iii) 7.2% Senior Notes due February 2021, (iv) 7.625% Senior Notes due September 2021, (v) 4.9% Senior Notes due August 2023, (vi) 4.8% Senior Notes due February 2024, (vii) 6.5% Senior Notes due June 2034 and (viii) 6.15% Fixed-to-Floating Rate Junior Subordinated Notes due November 2066, in March 2016; and as financial advisor to Genworth with respect to the sale of certain blocks of its term life insurance policies in September 2016. Goldman Sachs has also provided certain financial advisory and/or underwriting services to Asia Pacific and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as book runner with respect to a private placement of 638,888,888 shares of stock of Oceanwide Holdings Co., Ltd., a subsidiary of China Oceanwide Holdings Group Co., Ltd, in January 2016. During the two year period ended October 21, 2016, Goldman Sachs received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to Genworth and/or its affiliates of approximately $12 million and has received compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to China Oceanwide and/or its affiliates (including Zhiqiang Related Entities) of approximately $775,000. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to Genworth, China Oceanwide, the Zhiqiang Related Entities and their respective affiliates for which Goldman Sachs’ Investment Banking Division may receive compensation.

The Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger and its prior experience with Genworth. Pursuant to an amended and restated letter agreement dated October 3, 2016, Genworth engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between Genworth and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $25 million, $1.5 million of which was payable upon the delivery by Goldman Sachs to the Board of the results of the study undertaken to enable Goldman Sachs to render its opinion and the rest of which is contingent upon consummation of the merger. In addition, Genworth has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Opinion of Lazard Frères & Co. LLC

Genworth retained Lazard to provide it with financial advisory services and to render to the Board a fairness opinion in connection with the merger. Lazard delivered its oral opinion to the Board on October 20, 2016, which opinion was subsequently confirmed in a written opinion dated October 21, 2016, that, as of the date of such opinion and based upon and subject to the assumptions, procedures, factors, qualifications and limitations set forth in such written opinion, the per share merger consideration to be paid to the holders of shares of Genworth common stock (other than holders of the excluded shares) pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Lazard, dated October 21, 2016, which sets forth the assumptions made, procedures followed, factors considered and qualifications and limitations on the review undertaken by Lazard in connection with its opinion, is attached to this proxy statement as Annex C and is incorporated by reference herein in its entirety. The summary of Lazard’s opinion is qualified in its entirety by reference to the full text of the opinion, and Genworth’s stockholders are encouraged to read the opinion carefully and in its entirety.

Lazard’s engagement and its opinion were for the benefit of the Board (in its capacity as such) and its opinion is rendered to the Board in connection with its evaluation of the merger and addressed only the fairness as of the date of the opinion, from a financial point of view, to the holders of Genworth common stock (other

78

Table of Contents

than holders of excluded shares) of the per share merger consideration to be paid to such holders in the merger. Lazard’s opinion was not intended to and did not constitute a recommendation to any stockholder as to how such stockholder should vote or act with respect to the merger or any matter relating thereto.

Lazard’s opinion was necessarily based on economic, monetary, market, and other conditions as in effect on, and the information made available to Lazard as of, October 21, 2016. Lazard assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after such date. Lazard did not express any opinion as to the price at which shares of Genworth common stock may trade at any time subsequent to the announcement of the merger. In addition, Lazard’s opinion did not address the relative merits of the merger as compared to any other transaction or business strategy in which Genworth might engage or the merits of the underlying decision by Genworth to engage in the merger.

In connection with its opinion, Lazard:

Lazard assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information. Lazard did not conduct any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Genworth or concerning the solvency or fair value of Genworth, and Lazard was not furnished with any such valuation or appraisal. With the consent of the Board, Lazard assumed that the Base Forecast had been reasonably prepared and reflected the best currently available estimates and judgments as to the future financial performance of Genworth, and based on the assessments of management regarding the uncertainty and risks associated with Genworth’s LTC insurance business, Lazard also utilized the sensitivities for purposes of its analysis and its opinion. Lazard assumed no responsibility for and expressed no view as to the Base Forecast or the sensitivities or the assumptions on which they were based.

In rendering its opinion, Lazard assumed, with the consent of Genworth, that the merger will be consummated on the terms described in the merger agreement, without any waiver or modification of any material terms or conditions. Lazard also assumed, with the consent of Genworth, that obtaining the necessary governmental, regulatory or third party approvals and consents for the merger will not have an adverse effect on Genworth or the merger. Lazard did not express any opinion as to any tax or other consequences that might result from the merger, nor did Lazard’s opinion address any legal, tax, regulatory or accounting matters, as to which Lazard understood that Genworth obtained such advice as it deemed necessary from qualified professionals. Lazard expressed no view or opinion as to any terms or other aspects (other than the per share merger consideration to the extent expressly specified therein) of the merger, including, without limitation, the form or structure of the merger or any agreements or arrangements entered into in connection with, or contemplated by, the merger. In addition, Lazard expressed no view or opinion as to the fairness of the amount or nature of, or any

79

Table of Contents

other aspects relating to, the compensation to any officers, directors or employees of any parties to the merger, or class of such persons, relative to the per share merger consideration or otherwise.

Summary of Lazard’s Financial Analyses

The following is a summary of the material financial analyses reviewed with the Board in connection with Lazard’s opinion, dated October 21, 2016. The summary of Lazard’s analyses and reviews provided below is not a complete description of the analyses and reviews underlying Lazard’s opinion. The preparation of a fairness opinion is a complex process involving various determinations as to the most appropriate and relevant methods of analysis and review and the application of those methods to particular circumstances, and, therefore, is not readily susceptible to summary description.

In arriving at its opinion, Lazard did not draw in isolation conclusions from or with regard to any factor or analysis considered by it. Rather, Lazard made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. Considering selected portions of its analyses and reviews in the summary set forth below, without considering its analyses and reviews as a whole, could create an incomplete or misleading view of the analyses and reviews underlying Lazard’s opinion.

For purposes of its analyses and reviews, Lazard considered industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Genworth. No company, business or transaction considered in Lazard’s analyses and reviews is identical to Genworth or the merger, and an evaluation of the results of those analyses and reviews is not entirely mathematical. Rather, the analyses and reviews involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies, businesses or transactions considered in Lazard’s analyses and reviews. The estimates contained in Lazard’s analyses and reviews and the ranges of valuations resulting from any particular analysis or review are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Lazard’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Lazard’s analyses and reviews are inherently subject to substantial uncertainty.

Although Lazard reviewed precedent selected business combination transactions involving companies with businesses similar in certain respects to the businesses of Genworth, in light of the absence of precedent transactions believed by Lazard to be sufficiently comparable for purposes of evaluating the valuation of Genworth in connection with Lazard’s fairness opinion, Lazard did not prepare a precedent transaction analysis in connection with its fairness opinion.

The summary of the analyses and reviews provided below includes information presented in tabular format. In order to fully understand Lazard’s analyses and reviews, the tables must be read together with the full text of each summary. The tables alone do not constitute a complete description of Lazard’s analyses and reviews. Considering the data in the tables below without considering the full description of its analyses and reviews, including the methodologies and assumptions underlying its analyses and reviews, could create a misleading or incomplete view of Lazard’s analyses and reviews.

Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before October 18, 2016, and is not necessarily indicative of current market conditions.

Selected Companies Analysis. Lazard reviewed and analyzed certain financial information, valuation multiples and market trading data related to selected comparable publicly traded companies that operate in the life insurance and mortgage insurance business sectors, whose operations Lazard believed, based on its

80

Table of Contents

experience with companies in the life insurance and mortgage insurance business sectors and its professional judgment, to be generally relevant in analyzing Genworth’s operations for purposes of this analysis. Lazard compared such information for the selected comparable companies to the corresponding information for Genworth.

The group of selected companies in the life insurance sector used in this analysis with respect to Genworth was as follows:

The group of selected companies in the mortgage insurance sector used in this analysis with respect to Genworth was as follows:

Lazard selected the companies reviewed in this analysis because, among other things, the selected companies operate businesses similar in certain respects to the business of Genworth. However, no selected company is identical to Genworth. In particular, none of the selected comparable companies has exposure to LTC insurance business that is as significant as Genworth’s. Accordingly, Lazard believes that purely quantitative analyses are not, in isolation, determinative in the context of the merger and that qualitative judgments concerning differences between the business, financial and operating characteristics and prospects of Genworth and the selected companies that could affect the public trading values of each company are also relevant.

Lazard calculated and compared various financial multiples for each of the selected companies and Genworth based on estimates from IBES, including, among other things:

81

Table of Contents

Lazard also conducted a regression analysis to measure the relationship between estimated return on average equity for 2017 and the ratio of P/BV (ex. AOCI) for the selected companies. Based on this analysis and assuming the current discount at which Genworth trades to the regression line (28.4% discount), Lazard noted that (i) the 2017 return on average equity set forth in the Base Forecast implied a ratio of P/BV per share for Genworth of 0.32x and (ii) the 2018 return on average equity set forth in the Base Forecast implied a ratio of P/BV per share for Genworth of 0.31x.

Based on the analyses summarized above and Lazard’s professional judgment, including with respect to the comparability of the selected companies, Lazard selected a reference range (with the low end of each such range representing the multiple derived with respect to Genworth using IBES estimates) of:

Lazard applied (i) each such range of P/E multiples to the estimated 2017 and 2018 earnings per share of Genworth (based on the Base Forecast) and (ii) each such range of P/BV multiples to reported adjusted 2Q’2016 book value per share (ex. AOCI) and estimated 2017 book value per share (ex. AOCI) of Genworth (based on the Base Forecast), which in the case of estimated 2017 book value per share (ex. AOCI), Lazard then discounted back to present value using a discount rate of 19.7%.

From this analysis, Lazard estimated an implied price per share reference range for shares of Genworth common stock as follows:

Based on the foregoing results and Lazard’s professional judgment, Lazard derived an implied price per share reference range for the Genworth common stock of $3.80 to $5.35.

Sum-of-the-Parts Analysis. Lazard performed a sum-of-the-parts analysis of Genworth to derive implied values for each of the following segments of Genworth:

82

Table of Contents

Lazard performed dividend discount analyses for U.S. Life, US MI and Genworth Australia to derive a range of implied values for each such segment.

In performing its dividend discount analysis with respect to U.S. Life, Lazard calculated a range of implied terminal values for U.S. Life in 2020 by applying (i) P/BV (ex. AOCI) multiples ranging from 0.20x to 0.30x to the projected book value (ex. AOCI) of U.S. Life in 2020 as set forth in the Base Forecast and (ii) a range of terminal value multiples of 5.6x to 8.4x to an estimate of fiscal year 2021 operating income as set forth in the Base Forecast. Lazard then discounted the estimated dividend streams from U.S. Life for the period 2017 through 2020 as set forth in the Base Forecast (which were $0 for such period) and the range of implied terminal values to derive implied present values, as of January 1, 2017, of U.S. Life, which ranged from $921 million to $1.484 billion. Lazard used a range of discount rates from 10.0% to 12.0%, representing estimates of Genworth’s weighted average cost of capital.

In performing its dividend discount analysis with respect to US MI, Lazard calculated implied terminal values for Genworth’s assumed 80.1% ownership stake in US MI (pro forma for the assumed sale by Genworth of 19.9% of the outstanding shares of US MI in an initial public offering of US MI effective January 1, 2017 as reflected in the Base Forecast) in 2020 by applying one-year forward P/E multiples ranging from 8.0x to 10.0x to estimated fiscal year 2021 operating earnings for US MI as set forth in the Base Forecast. Lazard then discounted the estimated dividend streams from Genworth’s assumed 80.1% ownership in US MI for the period 2017 through 2020 as set forth in the Base Forecast and implied terminal values to derive implied present values as of January 1, 2017 of Genworth’s assumed 80.1% ownership stake in US MI. Lazard used a range of discount rates from 8.5% to 10.0%, representing estimates of US MI’s cost of equity, which resulted in implied present values of Genworth’s assumed 80.1% ownership stake in US MI ranging from $1.419 billion to $1.808 billion, and a range of discount rates from 10.0% to 12.0%, representing estimates of Genworth’s weighted average cost of capital, which resulted in implied present values of Genworth’s assumed 80.1% ownership stake in US MI ranging from $1.328 billion to $1.717 billion.

In performing its dividend discount analysis of Genworth Australia, Lazard calculated implied terminal values for Genworth’s 52% ownership stake in Genworth Australia in 2020 by applying one-year forward P/E multiples ranging from 7.0x to 9.0x to estimated fiscal year 2021 operating earnings for Genworth Australia as set forth in the Base Forecast. Lazard then discounted the estimated dividend streams from Genworth’s 52% ownership in Genworth Australia for the period 2017 through 2020 as set forth in the Base Forecast and implied terminal values to derive implied present values as of January 1, 2017 of Genworth’s 52% ownership stake in Genworth Australia. Lazard used a range of discount rates from 9.0% to 10.5%, representing estimates of Genworth Australia’s cost of equity, which resulted in implied present values of Genworth’s 52% ownership stake in Genworth Australia ranging from $506 million to $576 million, and a range of discount rates from 10.0% to 12.0%, representing estimates of Genworth’s weighted average cost of capital, which resulted in implied present values of Genworth’s 52% ownership stake in Genworth Australia ranging from $488 million to $561 million.

Lazard also derived an implied value for Corporate and Other, which resulted in an implied valuation of $(1.160 billion), using the following data provided by management of Genworth: (i) pro forma estimates of Genworth’s cash (excluding restricted cash) and debt valued at book value as provided by Genworth’s management (including estimated cash proceeds to Genworth from the assumed sale of its 57.3% stake in Genworth Canada, a one-time dividend paid by US MI to Genworth from the proceeds of an assumed debt issuance by US MI and cash proceeds to Genworth from its assumed sale of 19.9% of the outstanding shares of US MI in an initial public offering of US MI effective January 1, 2017 as reflected in the Base Forecast), (ii) the net present value of certain net deferred tax assets as of December 31, 2016 (valued using a discount rate of 8.0%, using the estimated utilization of such tax assets reflected in the Base Forecast) and (iii) the net present value of certain net accrued Genworth liabilities (valued using a discount rate of 8.0%, using the estimated net payment of such liabilities reflected in the Base Forecast).

83

Table of Contents

Lazard added together the ranges of implied values it derived using the foregoing analysis to derive a range of implied equity values for Genworth, divided the result by the number of Genworth fully diluted shares outstanding provided by Genworth management and then discounted the implied values per share of Genworth common stock from January 1, 2017 to September 30, 2016 using a discount rate of 19.7% to derive a range of implied present values per share of Genworth common stock of $2.98 to $5.11.

Lazard also performed a sensitivity to its sum-of-the-parts analysis to analyze the impact of the sensitivities on the implied present values per share of Genworth common stock. Lazard calculated the sensitivity to its sum-of-the-parts analysis using the methodologies and discount rates described above, except that with the consent of the Board, and, based on the assessments of management regarding the uncertainty and risks associated with Genworth’s LTC insurance business within Genworth’s U.S. Life segment, Lazard assumed, for purposes of its analysis, that (i) morbidity claims costs for Genworth’s LTC insurance business would be 4% higher over the forecast period than reflected in the Base Forecast and (ii) the LTC rate increases approved by the applicable regulators over the forecast period would be 10% less than the rate increases assumed in Genworth’s multi-year rate action plan reflected in the Base Forecast. Lazard’s consideration of the impact of the sensitivities in performing its dividend discount analysis with respect to U.S. Life resulted in implied present values for U.S. Life ranging from $0 to $1.484 billion (i.e., the sensitivities did not change the upper end of the range implied by using the Base Forecast). The sensitivity to the sum-of-the-parts analysis performed by Lazard implied a range of present values of Genworth common stock of $1.24 to $5.11.

Other Analyses. The analyses and data relating to Genworth described below were presented to the Board for informational purposes only and did not provide the basis for the rendering of Lazard’s opinion.

Historical Trading Prices Analysis. Lazard reviewed historical price performance for shares of Genworth common stock for the 52-week period ended October 18, 2016. During this period the closing prices of the Genworth common stock ranged from $1.57 per share to $5.36, as compared to the per share merger consideration of $5.43.

Analyst Price Targets. Lazard reviewed recently available equity analyst price targets based on published equity research reports covering Genworth that ranged from $2.00 to $5.25, as compared to the per share merger consideration of $5.43.

Miscellaneous.

In connection with Lazard’s services as financial advisor to the Board with respect to the merger, Genworth agreed to pay Lazard an aggregate fee that is estimated, based on the information available as of the date of announcement, to be approximately $25 million, $1.5 million of which was paid following the rendering of Lazard’s opinion and the rest of which is to be paid upon the closing of the merger. Genworth also agreed to pay Lazard the lesser of (i) 5% of any payment or other consideration that Genworth may receive in connection with termination of the merger agreement or non-consummation of the merger and (ii) the aggregate amount of Lazard’s fee described in the preceding sentence. Genworth has also agreed to reimburse Lazard for certain expenses incurred in connection with Lazard’s engagement and to indemnify Lazard and certain related persons under certain circumstances against various liabilities that may arise from or be related to Lazard’s engagement. Lazard in the past has provided certain investment banking services to Genworth, for which Lazard has received compensation, including, during the past two years, having advised Genworth on the sale of its European mortgage insurance business, in October 2015. The aggregate amount of fees paid to Lazard for financial advisory services to Genworth in the two-year period prior to the date of the opinion was approximately $3 million.

Lazard, as part of its investment banking business, is continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, leveraged buyouts, and valuations for estate, corporate and other purposes. In addition, in the ordinary course, Lazard and its affiliates and employees may trade securities of

84

Table of Contents

Genworth and certain of its affiliates and Asia Pacific and certain of its affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in such securities, and may also trade and hold securities on behalf of Genworth, Asia Pacific, and certain of their respective affiliates. As previously disclosed to the Board, Jipeng Liu, a senior advisor to Lazard’s Chinese affiliate, is a director of China Oceanwide Holdings Limited. During the two-year period ended October 21, 2016, Lazard did not receive any compensation for financial advisory services from Asia Pacific or its affiliates. The issuance of this opinion was approved by the opinion committee of Lazard.

Lazard is an internationally recognized investment banking firm providing a full range of financial advisory and other services. Lazard was selected to act as investment banker to Genworth because of its qualifications, expertise and reputation in investment banking and mergers and acquisitions generally and in the insurance industry specifically, as well as its familiarity with the business of Genworth.

Lazard prepared these analyses solely for purposes of, and the analyses were delivered to the Board in connection with, the provision of its opinion to the Board as to the fairness from a financial point of view of the per share merger consideration to the holders of Genworth common stock (other than holders of the excluded shares). Lazard did not recommend any specific consideration to the Board or that any given consideration constituted the only appropriate consideration for the merger. Lazard’s opinion was one of many factors considered by the Board, as discussed further in “—Reasons for the Board’s Recommendation,” beginning on page 65.

Certain Genworth Unaudited Financial Projections

Genworth does not as a matter of general practice disclose financial forecasts or internal projections as to future performance, financial condition or other results. As described below, in connection with its financial planning process and in the course of the process resulting in the execution of the merger agreement, Genworth’s management prepared certain non-public internal financial forecasts, which reflected various assumptions, including regarding certain future events, all of which are difficult to predict. Certain of these financial projections were also provided to China Oceanwide and its financial advisors during the due diligence process. Except as expressly stated below, these financial forecasts did not take into account the merger as set forth in the merger agreement, including the commitment by Asia Pacific in the merger agreement to make certain capital contributions to Genworth at various times in the future.

As part of its annual multi-year strategic financial planning process beginning in June of 2015 and continuing through early 2016, Genworth’s management prepared for internal use non-public financial projections for the fiscal years ended December 31, 2016 through 2020, which included multiple alternative scenarios for the forecasted period (which we refer to as the “March projections”). The March projections were reviewed with the Board at a meeting held in March 2016.

Among other things, the March projections assumed the completion of the unstacking in fiscal year 2016 and under certain of the scenarios, Genworth Holdings’ issuance of $1.7 billion of new debt securities over the forecasted periods to refinance its debt obligations maturing in 2018, 2020 and 2021 and dividends being paid to Genworth Holdings from each of GLAIC, Genworth Canada, US MI and Genworth Australia at various times throughout the forecasted periods.

In June 2016, management determined after discussions with regulators that Genworth might only be able to, as a first step to completing the unstacking, distribute a portion of GLAIC to Genworth Holdings (which we refer to as a “partial unstacking”) which was not likely to occur before the end of the first half of 2017.

In July 2016, Genworth’s management prepared for internal use non-public financial projections relating to Genworth’s U.S. life insurance businesses for the fiscal years ending December 31, 2016 through 2018 (which we refer to as the “July projections”). The July projections were reviewed with the Board at a meeting held in

85

Table of Contents

July 2016. The July projections assumed, among other things, (i) a “partial 50% unstacking” of GLAIC (involving the transfer of 50% ownership in GLAIC by GLIC to an intermediate holding company such that GLAIC is only 50% owned by GLIC as a result) in fiscal year 2017 and (ii) annual extraordinary dividends of all capital above the amount of capital required to maintain a 375% risk based capital ratio being made by GLAIC beginning in 2017 (subject to requisite approvals by GLAIC’s board of directors and applicable U.S. regulators) as well as dividends and share repurchases from Genworth Canada, US MI and Genworth Australia (in each case, subject to requisite approvals by the respective board of directors of each of those companies and applicable regulators).

In September 2016, as part of its multi-year strategic financial planning process and concurrently with Genworth’s third quarter review of its LTC insurance claim reserves, Genworth prepared for internal use non-public financial projections for the fiscal years ended December 31, 2016 through 2021 (which we refer to as the “September projections”). The September projections added financial projections for Genworth’s fiscal year 2021 and were prepared to reflect certain changing economic assumptions, including assumptions of continued low interest rates and anticipated changes in actuarial assumptions resulting from Genworth’s preliminary third quarter LTC insurance claim reserves review. Following Genworth’s completion of this preliminary review of its LTC insurance claim reserves and after making certain changes to its assumptions and methodologies primarily impacting claim termination rates, benefit utilization rates and incurred but not reported reserves, Genworth’s management determined that it was reasonably likely that an increase of Genworth’s LTC insurance claim reserves would be required in the third quarter of 2016. For this reason, the September projections reflected this increase in LTC insurance claim reserves and related assumption changes, and made certain additional assumptions regarding alternatives that Genworth may explore to access capital to pay down its upcoming debt maturing in 2018, preserve the value of US MI and reduce overall debt, in each case, assuming that Genworth and China Oceanwide would not be able to sign a definitive agreement with respect to a potential transaction involving the acquisition of all of the capital stock of Genworth by China Oceanwide. For example, in light of the potential increase in LTC insurance claim reserves, and given the considerable pressure on the feasibility of achieving a “partial 50% unstacking” of GLAIC without additional capital, which Genworth had limited ability to raise in light of the upcoming 2018 debt maturity, the September projections assumed that no unstacking of GLAIC from under GLIC would be executed absent a transaction with a third party. The September projections also assumed that Genworth would generate proceeds through the sale of Genworth’s remaining interest in Genworth Canada in 2016, an initial public offering of 19.9% of US MI in 2017, a $350 million issuance by US MI of debt securities in 2017 and a $200 million debt issuance by Genworth Holdings in 2019. The September projections also assumed that $175 million of cash would be contributed by Genworth Holdings to GLIC in 2016 as previously committed to the Virginia Bureau of Insurance for the purpose of facilitating the unstacking (and which contribution Genworth’s management believed would continue to be required by the regulators even absent an unstacking).

The September projections were reviewed with the Board at its September 25, 2016 meeting. Genworth’s management also reviewed with the Board at that time its preliminary risk assessment of the September projections. Among other things, the September projections presented to the Board did not include any future provisions for a number of risks, including further incremental LTC insurance claims deterioration, lower interest rates or any increase in asset capital charges from changes in regulatory capital requirements. Genworth’s management also reviewed with the Board potential upside opportunities associated with the September projections, including the positive effects of gradually rising interest rates, equity market increases and larger LTC rate actions than those contemplated in the then current multi-year rate action plan.

At the September 25, 2016 Board meeting and subsequent meetings, the directors asked questions of Genworth’s management with respect to the September projections and subsequent iterations thereof prepared by management between September 26, 2016 and October 14, 2016, as well as the various assumptions presented to the Board at those meetings. In particular, at the October 9, 2016 meeting of the Board, the Board commented that management’s assumptions regarding projected interest rates and S&P equity market index levels for the forecasted period appeared to be more conservative than those of independent economists, and the Board

86

Table of Contents

recommended that management further revise the September projections to use more current forecasts generated by independent economists for both interest rates and S&P equity market index levels. After these discussions, changes were made to a number of the assumptions used in the preparation of the September projections, including less conservative assumptions relating to future interest rates but also potential ratings downgrades and the related impact on US MI’s market share. Specifically, an estimated tax valuation allowance of $300 million and the potential increase in LTC insurance claim reserves that could be recorded in the third quarter were assumed to result in a subsequent downgrading by S&P of Genworth Holdings; additionally, US MI’s S&P ratings were assumed to be downgraded by one or two notches, with a resulting negative impact on US MI’s market share and the assumed future interest rates were increased to reflect then-current interest rates and certain third-party estimates. Further, at the meeting of the Board on October 13, 2016 and October 14, 2016 (for further description of this meeting see the section entitled “—Background of the Merger,” beginning on page 30), Genworth’s management summarized for the Board certain updates management had made to assumptions underlying the previous version of the September projections presented to the Board at the October 9, 2016 Board meeting based on discussions and input received from the Board at that meeting. A discussion ensued during which the directors asked questions of management concerning the assumptions underlying the revised projections. Following discussion, the Board determined that management’s assumptions for S&P equity market index levels and risks continued to appear to be more conservative than those of independent economists, and the Board recommended that management further revise those assumptions to use more current forecasts for the S&P equity market index levels. Genworth’s management confirmed that these forecasts would be updated accordingly. As a result, following the October 13-14, 2016 meeting of the Board, the September projections were further revised by management to increase the S&P equity market index level to its then-current level. The resulting set of financial projections for the fiscal years ended December 31, 2016 through 2021 is referenced in this proxy statement as the “Base Forecast.”

Each of the March projections, the July projections and the September projections prepared by management and reviewed with the Board were furnished to Lazard and Goldman Sachs to enable them to assist the Board in its consideration of the merger and other potential strategic alternatives. However, with the consent of the Board, each of Lazard and Goldman Sachs utilized the Base Forecast and, in Lazard’s case, the sensitivities (described below), and did not utilize the March projections, the July projections, or the September projections for purposes of the rendering of their respective fairness opinions to the Board.

In connection with China Oceanwide’s due diligence of Genworth, in each of August 2016 and September 2016, Genworth’s management provided China Oceanwide and its financial advisors with (i) the March projections and (ii) the September projections as adjusted to account for the impact of an assumed $1.125 billion capital contribution by China Oceanwide to Genworth and in the case of the September 2016 projections, certain illustrative impacts related to accounting for the transaction. In addition, the Base Forecast was also provided to China Oceanwide and its financial advisors prior to the signing of the merger agreement.

A summary of the Base Forecast is not being included in this proxy statement to influence your decision whether to vote for or against the merger proposal, but is included to give Genworth’s stockholders access to certain non-public information previously made available to the Board, Goldman Sachs, Lazard and China Oceanwide. The inclusion of the financial data excerpted from the Base Forecast should not be regarded as an indication that the Board, Genworth, Goldman Sachs, Lazard, China Oceanwide or any other recipient of this information considered, or now considers, it to be material, an assurance of the achievement of future results or an accurate or reliable prediction of future results of Genworth and they should not be relied on as such. Earlier projections, including the March projections, the July projections and the September projections, have not been disclosed in this proxy statement because they reflect assumptions that are no longer believed to be reasonable and they were not relied upon by the Board in approving the merger agreement or the financial advisors in rendering their respective fairness opinions.

The Base Forecast is unaudited and was not prepared with a view toward public disclosure or toward complete compliance with GAAP, published guidelines of the SEC regarding projections and the use of non-

87

Table of Contents

GAAP financial measures or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Genworth’s independent public accountants, nor any other independent accountants, have examined, compiled or performed any procedures with respect to the Base Forecast, nor have they expressed any opinion or any other form of assurance on the Base Forecast or its achievability, and they express no opinion regarding and assume no responsibility for, the Base Forecast. The inclusion of the Base Forecast in this proxy statement does not constitute an admission or representation by Genworth or any other person that the information is material. The Base Forecast includes certain non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as presented in this proxy statement may not be comparable to similarly titled amounts used by other companies. The footnotes to the tables below provide certain supplemental information with respect to the calculation of these non-GAAP financial measures.

In the view of Genworth’s management, the Base Forecast was prepared on a reasonable basis as of the date it was prepared and at such time and as of the date the Board approved the merger agreement, the Base Forecast reflected the best available estimates and good faith judgments of Genworth’s management as to the future performance of Genworth. Although the Base Forecast presented below is presented with numerical specificity, it is not fact. The Base Forecast and the underlying assumptions upon which it was based are subjective in many respects and reflect numerous assumptions with respect to Genworth’s performance, industry performance, Genworth’s ability to execute on a number of strategic transactions, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Genworth’s control. The execution of the transactions and other actions assumed in the Base Forecast involves risk, much of which is not quantifiable at this time. Multiple factors, including, but not limited to, those described in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and other risk factors described in the reports that Genworth files with the SEC from time to time could cause the Base Forecast or the underlying assumptions to be inaccurate. In addition, the Base Forecast does not contemplate the manner in which China Oceanwide would operate the Genworth business after the merger.

The Base Forecast is not necessarily indicative of current values or future performance, which may be significantly more favorable or less favorable than as set forth below and should not be regarded as a representation that the Base Forecast will be achieved. Because the Base Forecast covers multiple years, such information by its nature becomes less predictive with each successive year. Neither Genworth nor any of its affiliates, advisors or other representatives assumes any responsibility for the ultimate performance of Genworth, which may vary materially relative to the Base Forecast. Except to the extent required by law, neither Genworth nor any of its affiliates has or intends to, and each of them disclaims any obligation to, update, revise or correct the Base Forecast even if the estimates included therein for 2016 prove to be inaccurate or any or all of the assumptions underlying such prospective financial information are no longer appropriate, or to reflect changes in general economic or industry conditions. The foregoing considerations should be taken into account in reviewing the Base Forecast.

88

Table of Contents

The following table summarizes the Base Forecast prepared by Genworth’s management as described above:

Summary of Genworth’s Management Base Forecast

Financial Metrics

Consolidated Non-GAAP Operating Income (Loss):

Based on the assessment of Genworth’s management regarding the uncertainty and risks associated with Genworth’s LTC insurance business, the financial advisors requested Genworth’s management to furnish to them certain sensitivities related to the LTC insurance business which converted substantially comparable sensitivities publicly disclosed in Genworth’s Annual Report on Form 10-K for the year ended December 31, 2015 relating to Genworth’s margins into value-based sensitivities (which we refer to as the

89

Table of Contents

“sensitivities”). The sensitivities illustrate the estimated impact on value that would result if certain of the assumptions underlying the Base Forecast were not to be achieved. Specifically, the sensitivities modeled the impact of (i) the LTC insurance business experiencing an incremental 4% claims costs increase with no rate actions to offset those increases, resulting in a material decrease in LTC cash flows and (ii) a 10% reduction in the amount of premium increases to be achieved under Genworth’s multi-year rate action plan. Based on the foregoing, the sensitivities resulted in an estimated impact to value, assumed at a 10-12% discount rate on statutory cash flows, of ($486) – ($611) and ($232) – ($284), for (i) and (ii), respectively (dollar amounts in millions). Genworth’s management also prepared and furnished to its financial advisors an estimate of the impact to value of the increase in LTC insurance claim reserves that could be recorded in the third quarter of 2016, which was included in the Base Forecast. The impact to value in respect of the estimated increase in LTC insurance claim reserves, assumed at a 10-12% discount rate on statutory cash flows, was estimated to be ($543) – ($683) (dollar amounts in millions), which Genworth’s management noted was already modeled in the Base Forecast. With the consent of the Board, based on the assessment of Genworth’s management regarding the uncertainty and risks associated with Genworth’s LTC insurance business, Lazard determined to apply the sensitivities to its sum-of the parts analysis and analyzed the impact of the sensitivities on the implied present value per share of Genworth’s common stock. See the section entitled “—Opinions of Genworth’s Financial Advisors—Opinion of Lazard Frères & Co. LLC,” beginning on page 78.

The Base Forecast does not take into account the possible financial and other effects on Genworth of the merger and does not attempt to predict or suggest future results of Genworth following the merger. Specifically, the Base Forecast does not give effect to the merger, including the impact of negotiating or executing the merger agreement, the $1.125 billion in capital contributions associated with the merger, the expenses that may be incurred in connection with consummating the merger or the effect on Genworth of any accounting, business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed. Further, the Base Forecast does not take into account the effect on Genworth of any possible failure of the merger to occur.

For the foregoing reasons, and considering that the special meeting of Genworth’s stockholders will be held several months after the Base Forecast was prepared, as well as the high degree of uncertainty inherent in any forecasting information, readers of this proxy statement are cautioned not to place unwarranted reliance on the Base Forecast. No one has made or makes any representation to any Genworth stockholder regarding the information included in the Base Forecast. Genworth urges all its stockholders to review its most recent SEC filings for a description of its reported financial results. See the section entitled “Where You Can Find More Information.” In addition, the Base Forecast has not been updated or revised to reflect information or results after the date they were prepared. Except as required by applicable securities laws, Genworth does not intend to publish any update or otherwise publicly revise the Base Forecast or the specific portions thereof presented in this proxy statement to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

Non-GAAP Financial Measures

The Base Forecast contains certain non-GAAP financial measures, including consolidated non-GAAP operating income (loss), non-GAAP operating earnings per share, non-GAAP operating return on equity, and non-GAAP leverage ratio, which Genworth believes are more meaningful in understanding its past financial performance and future results. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures and should be read in conjunction with Genworth’s consolidated financial statements prepared in accordance with GAAP and the reconciliation to GAAP measures presented herein. Genworth’s management regularly uses supplemental non-GAAP financial measures internally to understand and manage its business and forecast future periods.

90

Table of Contents

Reconciliation of Consolidated Non-GAAP Operating Income (Loss) to GAAP Net Income (Loss) Available to Genworth’s Common Stockholders, Non-GAAP Operating Earnings per Share to GAAP Earnings per Share, and Non-GAAP operating Return on Equity to GAAP Return on Equity

Set forth below is a reconciliation of consolidated non-GAAP operating income (loss) to GAAP net income (loss) available to Genworth’s common stockholders, non-GAAP operating earnings per share to GAAP earnings per share, and non-GAAP operating return on equity to GAAP return on equity, in each case, the most comparable GAAP financial measures, based on financial information available to, or projected by, Genworth.

91

Table of Contents

Reconciliation of Non-GAAP Leverage Ratio to GAAP Leverage Ratio

Set forth below is a reconciliation of non-GAAP leverage ratio to GAAP leverage ratio, the most comparable GAAP financial measure, based on financial information available to, or projected by, Genworth. (Certain totals may not add due to rounding). Genworth believes the non-GAAP leverage ratio, as presented, is an important measurement tool for investors and analysts as it is a performance measure of financial strength and is based on the Moody’s methodology, adjusted to address factors particular to Genworth. However, this ratio should not be viewed as a substitute for a ratio using the GAAP metric of long-term borrowings to total

92

Table of Contents

Genworth stockholders’ equity. In addition, Genworth’s definition of leverage ratio may differ from the definitions used by other companies.

93

Table of Contents

Interests of Certain Persons (Directors and Officers) in the Merger

Members of the Board and our executive officers have various interests in the merger described in this section that may be in addition to, or different from, the interests of Genworth stockholders generally. You should keep this in mind when considering the recommendation of the Board for the adoption of the merger agreement. The members of the Board were aware of these interests and considered and discussed potential conflicts related thereto at the time they approved the merger agreement and in making their recommendation that Genworth stockholders adopt the merger agreement. These interests are described below.

Treatment of Outstanding Equity Awards

Outstanding equity awards under the stock plans held by directors and executive officers include company options, company SARs, company RSUs, company PSUs, and non-employee director deferred stock units (which we refer to as the “company DSUs”). As further described under “The Merger Agreement—Treatment of Stock Options and Other Equity Incentive Awards,” beginning on page 112, under the merger agreement, each equity award (including each equity award granted to a non-employee director or executive officer under the stock plans) that is outstanding immediately prior to the effective time of the merger, whether vested or unvested, will be automatically converted into the right to receive a cash payment in accordance with the applicable vesting and payment schedules discussed therein. For company options and company SARs, such cash payment will generally be equal to the product of the number of shares underlying the award, and the excess, if any, of the merger consideration over the exercise price of such award, which means that any company option or company SAR with an exercise price per share that is greater than or equal to the per share merger consideration will be cancelled for no consideration or payment. For all other awards, such cash payment will generally be equal to the product of the number of shares subject to the award multiplied by the per share merger consideration.

Summary Tables

The following table sets forth the pre-tax cash proceeds that our executive officers and non-employee directors would receive at or after the effective time of the merger in respect of their outstanding unvested equity awards, and company DSUs (which are fully vested prior to and without regard to the merger, but remain subject to settlement) in accordance with applicable vesting and/or payment schedules described under “The Merger Agreement—Treatment of Stock Options and Other Equity Incentive Awards,” beginning on page 112, assuming that the merger closes on June 30, 2017.

Unvested Equity Awards and Vested Company DSUs Subject to Settlement⁽¹⁾

94

Table of Contents

Change of Control Severance Benefits for Executive Officers

Change of Control Plan

Genworth maintains the 2014 Change of Control Plan (which we refer to as the “2014 change of control plan”) to provide severance benefits to a select group of key executives, including our executive officers, in the event that the executives’ employment is terminated by Genworth without “cause” or by the executives for “good reason” within two years following a change of control of Genworth (each of which we refer to as a “qualified termination” as defined in the 2014 change of control plan). In the event of a qualified termination, such executives would be eligible to receive the following severance benefits under the 2014 change of control plan:

95

Table of Contents

The 2014 change of control plan provides that in the event an executive would be subject to a 20% excise tax under Section 4999 of the Internal Revenue Code (imposed on individuals who receive compensation in connection with a change of control that exceeds certain specified limits), the payments and benefits would be reduced to the maximum amount that does not trigger the excise tax, unless the executive would retain greater value (on an after-tax basis) by receiving all payments and benefits and paying all excise and income taxes. In addition, change of control severance payments under the 2014 change of control plan are subject to the executives’ execution of a general release of claims and a restrictive covenant agreement providing for the following covenants in favor of Genworth: confidentiality and non-disparagement covenants, a 12-month post-termination noncompetition covenant and a 24-month non-solicitation covenant in relation to Genworth customers, clients and employees.

For an estimate of the value of the payments and benefits described above that could become payable to Genworth’s NEOs under the change of control plan, please see “—Information Regarding Golden Parachute Compensation,” beginning on page 98, and the described assumptions. The estimated aggregate value of such payments and benefits that could become payable to Genworth’s other executives under the change of control plan is approximately $11,606,762 (the “Other Executive Officers’ CoC Plan Benefits Total”), based on the same assumptions.

Cash Retention Awards

On October 14, 2015, Genworth granted Mr. Schneider and Mr. Sheehan cash-based retention incentive awards totaling $2,000,000 each (which we refer to as the “retention awards”). Each award is payable 50% on December 31, 2016 and the remaining 50% on December 31, 2017 for Mr. Schneider and Mr. Sheehan. Payment of the awards is contingent upon continued service with Genworth (or Asia Pacific, as applicable) through the payment dates, but may be paid earlier upon a termination of employment without cause or for good reason (as such terms are defined in Genworth’s 2015 Key Employee Severance Plan), death or disability. Payment of the retention awards is not contingent upon (or increased by) the closing of the merger. The aggregate value of payments that could become payable to Genworth’s other executives under a retention award on or after June 30, 2017 is $425,000 (which amount is not included in the Other Executive Officers’ CoC Plan Benefits Total appearing in “—Change of Control Plan” above), based on the same assumptions as those under “—Information Regarding Golden Parachute Compensation,” beginning on page 98.

Supplemental Executive Retirement Plan

Genworth maintains the Genworth Financial, Inc. Supplemental Executive Retirement Plan (which we refer to as “SERP”) as a non-qualified deferred compensation plan established and maintained solely for the purpose

96

Table of Contents

of providing additional retirement benefits to a select group of highly compensated and management executive employees, including the executives. The annual SERP benefit is a life annuity equal to a fixed percentage multiplied by the participant’s years of benefit service, and the participant’s average annual compensation (based on the highest consecutive 36-month period within the last 120-month period prior to separation from service) with the result not to exceed 40% of the participant’s average annual compensation, and reduced by the value of the participant’s account balance under the Retirement Account Feature of our Retirement and Savings Plan as converted to an annual annuity. Compensation for SERP purposes generally includes only base salary and annual cash incentive (each whether or not deferred).

Under the terms of the 2014 change of control plan, a participating executive becomes fully vested in his or her SERP benefits upon such executive’s qualified termination. For an estimate of the value of the payments and benefits described above that could become payable to NEOs under the SERP, please see “—Information Regarding Golden Parachute Compensation” below and the described assumptions. The estimated aggregate net present value of such payments and benefits that could become payable to Genworth’s other executives under the SERP is approximately $2,297,501 (which amount has been included in the Other Executive Officers’ CoC Plan Benefits Total appearing in “—Change of Control Plan” above), based on the same assumptions.

Retirement & Savings Restoration Plan

Genworth maintains the Genworth Financial, Inc. Retirement and Savings Restoration Plan (which we refer to as the “restoration plan”), a non-qualified defined contribution plan, which provides eligible executives, including our NEOs, with benefits generally equal to any matching contributions that they are precluded from receiving under the 401(k) Savings Feature of our Retirement and Savings Plan as a result of restrictions under the Internal Revenue Code. Since January 1, 2010, newly hired or promoted executives who were not already participants in the SERP have been eligible for up to two additional types of contributions within the restoration plan. For those eligible executives, the restoration plan provides supplemental benefits equal to the amount of contributions that executives are precluded from receiving under the Retirement Account Feature of our qualified Retirement and Savings Plan (which we refer to as the “restoration retirement account feature”) and an additional 3% contribution credit on all eligible pay. Additionally, executives who were participants in the SERP but elected in 2015 to freeze SERP benefit accruals effective January 1, 2016, became eligible for the restoration retirement account feature contributions within the restoration plan beginning with the 2016 plan year.

Under the terms of the 2014 change of control plan, a participant becomes fully vested in his or her restoration plan benefits upon such participant’s qualified termination. For an estimate of the value of the payments and benefits described above that could become payable to NEOs under the restoration plan, please see “—Information Regarding Golden Parachute Compensation” below and the described assumptions. The estimated aggregate value of such payments and benefits that could become payable to Genworth’s other executives under the restoration plan is approximately $727,308 (which amount has been included in the Other Executive Officers’ CoC Plan Benefits Total appearing in “—Change of Control Plan” above), based on the same assumptions.

New Management Arrangements

As of the date of this proxy statement, there are no new employment or other agreements between any Genworth executive officer or director, on the one hand, and Genworth or Asia Pacific, on the other hand, and the merger is not conditioned upon any executive officer or director of Genworth entering into any such agreement.

Future Compensation Actions

In addition to the payments and benefits above, under the terms of the merger agreement, Genworth may take certain compensation actions prior to the closing of the merger that will affect Genworth’s directors and

97

Table of Contents

executive officers, although all such determinations related to such actions have not been made as of the date of this proxy statement and the impact of such actions is not reflected in the amounts estimated in this section. Among other actions, Genworth may make cash retention grants and 2017 short-term and long-term incentive grants to its employees, including executive officers, subject to certain conditions. In addition, Genworth may take certain actions to mitigate adverse tax consequences under Sections 280G or 4999 of the Code.

Information Regarding Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K, the tables below present the estimated amounts of compensation that each NEO could receive that are based on or otherwise relate to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to Genworth’s NEOs. This merger-related compensation is subject to a non-binding advisory vote of Genworth’s stockholders.

For purposes of illustration, the amounts set forth below have been calculated assuming that the merger is consummated on June 30, 2017, and further assuming that each NEO’s employment is terminated by Genworth without cause or the NEO resigns for good reason (each of which we refer to as a “qualifying termination”) on such date. The amounts indicated in the table below are estimates of amounts that would be payable to the NEOs, and the estimates are pre-tax amounts based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. Some of the assumptions are based on information not currently available, and as a result, the actual amounts, if any, to be received by an NEO may differ in material respects from the amounts set forth below. All dollar amounts set forth below have been rounded to the nearest whole number.

Golden Parachute Compensation*

98

Table of Contents