THIS CONSENT SOLICITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 18, 2023 (SUCH DATE AND TIME, AS THE SAME MAY BE
EXTENDED OR EARLIER TERMINATED, THE EXPIRATION TIME). HOLDERS MUST VALIDLY DELIVER CONSENTS AT OR BEFORE THE EXPIRATION TIME IN ORDER FOR SUCH CONSENTS TO BE EFFECTIVE. CONSENTS MAY BE REVOKED AT OR PRIOR TO THE
EARLIER OF THE EFFECTIVE DATE (AS DEFINED BELOW) AND THE EXPIRATION TIME. GENWORTH HOLDINGS, INC. MAY, IN ITS SOLE DISCRETION, TERMINATE, EXTEND OR AMEND THE CONSENT SOLICITATION AT ANY TIME.
Genworth Holdings, Inc. (Genworth Holdings or the Company), a wholly owned subsidiary of Genworth Financial, Inc.
(Genworth Financial and, together with its consolidated subsidiaries, Genworth), is proposing to amend the Replacement Capital Covenant in order to permit the repayment, redemption or repurchase of 2066 Notes
such that for each $1,000 principal amount of Covered Debt repaid, redeemed or repurchased by the Company on or after October 23, 2023 (which includes 2034 Notes to be repurchased pursuant to the Note Repurchase and Consent Agreement, as defined
below), the Company may repay, redeem or repurchase $2,000 principal amount of 2066 Notes (in addition to any repayments, redemptions or repurchases otherwise permitted pursuant to the Replacement Capital Covenant).
Holders will not be entitled to any consent fee for providing a Consent hereunder. A group of Holders representing a majority by principal amount of 2034
Notes has separately agreed to provide Consents hereunder pursuant to the terms of a Note Repurchase and Consent Agreement, dated as of October 11, 2023 (the Note Repurchase and Consent Agreement). Under the terms thereof, the
Company has agreed to repurchase $13,500,000 principal amount of 2034 Notes from such Holders at agreed prices, and such Holders have agreed to provide consents to the RCC Amendment as provided herein.
In connection with the RCC Amendment described above and herein, the Company is furnishing this Consent Solicitation Statement (as it may be amended or
supplemented from time to time, the Statement).
For a further discussion and a description of certain other considerations applicable
to Holders, see the sections entitled Questions and Answers About the RCC Amendment and Summary.
By this Statement, the Company
is soliciting (the Consent Solicitation) consents (the Consents) from holders of the 2034 Notes (each, a Holder or you and, collectively, the Holders) to
approve the RCC Amendment.
If Notes are registered in the name of a broker, dealer, commercial bank, trust company or other intermediary and the ultimate
beneficial owner of such Notes (the Beneficial Owner) wishes to consent to the RCC Amendment, such Beneficial Owner must promptly contact and instruct such registered Holder to deliver a Consent on the Beneficial Owners
behalf. The Depository Trust Company (DTC) has confirmed that the Consent Solicitation is eligible for DTCs Automated Tender Offer Program (ATOP). Accordingly, participants in DTC (DTC
Participants) that wish to consent must electronically deliver a Consent by causing DTC to temporarily transfer and surrender their Notes to the Tabulation Agent (as defined below) in accordance with DTCs ATOP procedures described
herein. See The SolicitationHow to Consent for more information.
The Company intends to execute the RCC Amendment upon obtaining
Consents of the Holders of at least a majority by principal amount of the 2034 Notes (the Requisite Consents) and satisfaction of other conditions as set forth herein. The date on which the RCC Amendment is executed is referred to
as the Effective Date. However, following execution and delivery of the RCC Amendment, the RCC Amendment will cease to be operative if the Company breaches its obligation to repurchase 2034 Notes pursuant to the Note Repurchase
and Consent Agreement.
The consummation of the Consent Solicitation is conditioned upon (i) receipt by the Tabulation Agent at or before the
Expiration Time of the Requisite Consents, (ii) execution by the Company of the RCC Amendment and (iii) satisfaction of the General Conditions (as defined herein) upon the Effective Date.
Notwithstanding anything to the contrary contained herein, the Company reserves the right, in its sole discretion to (i) terminate the Consent
Solicitation for any reason, (ii) extend the Expiration Time or (iii) amend the terms of the Consent Solicitation, including to waive any of the conditions to the Consent Solicitation.
The Company has appointed Global Bondholder Services Corporation as tabulation agent (the Tabulation Agent) and as information agent (the
Information Agent) with respect to the Consent Solicitation. None of the Trustee, the Information Agent or the Tabulation Agent makes any recommendation as to whether or not Holders should deliver Consents in response to the
Consent Solicitation.