EVOLUTION MINING LIMITED — Major Shareholding Notification 2013

May 26, 2013

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Evolution Mining Ltd
ACN/ARSN/ABN	74 084 669 036
1. Details of substantial holder (1)
Name	Allan Gray Australia Pty Ltd (Allan Gray Australia) and its related bodies corporate as set out in Table 1 of Annexure A (together the Group), as investment manager for the funds or investment mandates listed at Table 2 of Annexure A
ACN/ARSA (if applicable)	112 316 168 (ACN of Allan Gray Australia)
There was a change in the interests of the substantial holder on	23 May 2013 13 May 2013
The previous notice was given to the company on	13 May 2013
The previous notice was dated
2. Previous and present voting power

The total number of votes attached to all the voting shares in the company or voting interests in the scheme that the substantial holder or an associate (2) had a relevant interest (3) in when last required, and when now required, to give a substantial holding notice to the company or scheme, are as follows:

Class of securities (4)	Previous notice		Present notice
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	69.618,085	9.83%	77,110.591	10.89%

3. Changes in relevant interests

Particulars of each change in, or change in the nature of, a relevant interest of the substantial holder or an associate in voting securities of the company or scheme, since the substantial holder was last required to give a substantial holding notice to the company or scheme are as follows:

Date of change	Person whose relevant interest changed	Nature of change (6)	Consideration given in relation to change (7)	Class and number of securities affected	Person's votes affected
See Annexure A. Tables 2 and 3

4. Present relevant interests

Particulars of each relevant interest of the substantial holder in voting securities after the change are as follows:

Holder of relevant interest	----- Recistered holder of securities ----	Person entitled to be registered as holder (8) .	Nature of relevant interest (6) ------	Class and number of securities	Person's votes
Tables 2 and 4 See Annexure A.

5. Changes in association

The persons who have become associates (2) of, ceased to be associates of, or have changed the nature of their association (9) with, the substantial holder in relation to voting interests in the company or scheme are as follows:

Nan w rable. מחפי .me . VARƏM -----------	---- . . Nature of association
and 2 $- -$ -- -- . ים האמור. יש ה בכ
	---

6. Addresses

The addresses of persons named in this form are as follows:

Name	Addres. ---- -- --------- .
The Group _ ____	Martin Challis NSW 2000 Allar uevel " $\sim$ ı Place .svdne⊻ House. Australia Jrav ີ

Sinnature

огуникиге
print name	Simon Marais	Director
sign here	of larano	date 27 May 2013

DIRECTIONS

• $(1)$ If there are a number of substantial holders with similar or related relevant interests (eg a corporation and its related corporations, or the manager and trustee of an equity trust), the names could be included in an annexure to the form. If the relevant interests of a group of persons are essentially similar, they may be referred to throughout the form as a specifically named group if the membership of each group, with the names and addresses of members is clearly set out in paragraph 6 of the form.
• See the definition of "associate" in section 9 of the Corporations Act 2001. $(2)$
• $(3)$ See the definition of "relevant interest" in sections 608 and 671B(7) of the Corporations Act 2001.
• $(4)$ The voting shares of a company constitute one class unless divided into separate classes.
• The person's votes divided by the total votes in the body corporate or scheme multiplied by 100. $(5)$
• Include details of: $(6)$
• $(a)$ any relevant agreement or other circumstances because of which the change in relevant interest occurred. If subsection 671B(4) applies, a copy of any document setting out the terms of any relevant agreement, and a statement by the person giving full and accurate details of any contract, scheme or arrangement, must accompany this form, together with a written statement certifying this contract, scheme or arrangement; and
• any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting $(b)$ powers or disposal of the securities to which the relevant interest relates (indicating clearly the particular securities to which the qualification applies).

See the definition of "relevant agreement" in section 9 of the Corporations Act 2001.

• $(7)$ Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest was acquired has, or may, become entitled to receive in relation to that acquisition. Details must be included even if the benefit is conditional on the happening or not of a contingency. Details must be included of any benefit paid on behalf of the substantial holder or its associate in relation to the acquisitions, even if they are not paid directly to the person from whom the relevant interest was acquired.
• If the substantial holder is unable to determine the identity of the person (eq if the relevant interest arises because of an option) $(8)$ write 'unknown'.
• Give details, if appropriate, of the present association and any change in that association since the last substantial holding $(9)$ notice.

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	Print name	Simon Marais				Director
	Sign here Marais					Date: 27 May 2013
No	Orbis Holdings Limited Orbis World Limited Orbis Administration Limited Triple Blue Holdings Limited Table 2 - Funds Fund name	Table 1 - Related bodies corporate Orbis Investment Management Limited (OIML) Orbis Asset Management Limited (OAML) Orbis Investment Research Limited Pictet Overseas Trust Corporation and Pictet Trustee Company SA Orbis Investment Advisory (Hong Kong) Limited	Investment Manager	Ref. Code	The following entities are associates of Allan Gray Australia and each other by virtue of being related bodies corporate. Orbis Mansfield Street Properties Ltd Orbis Investment Management (BVI) Limited (OBIVL) Orbis Investment Advisory Pty Limited Allan Gray (Holdings) Pty Limited Allan Gray Australia Pty Limited Orbis Client Services (Canada) Limited Orbis Holdings (UK) Limited Orbis Investment Management (Europe) LLP Orbis Investment Management (Luxembourg) SA An entity within the Group acts as investment manager for some or all of the assets in the following funds. Registered Holder	Persons entitled to be registered holder
1		Allan Gray Australia Equity Fund (formerly Orbis/SM Australia Equity Fund)	Allan Gray Australia (AGA)	SMEF	Citibank N.A (Citi) as nominee of SMEF	Citi as nominee of SMEF
2	Warakirri Endeavour Fund		AGA	SMWK	ANZ Nominees Ltd as nominee of SMWK	ANZ Nominees Ltd as nominee of SMWK
3	Registered)	Orbis Global Equity Fund (Aust.	OIML	GAPL	Citi (HK) as nominee of GAPL	Citi (HK) as nominee of GAPL
4		Orbis Global Equity Fund Limited	OIML	OGEF	Citigroup Pty Ltd as nominee of OGEF	Citigroup Pty Ltd as nominee of OGEF
5	Orbis Optimal SA Fund Limited		OIML	OSAP	Citigroup Pty Ltd as nominee of OSAP	Citigroup Pty Ltd as nominee of OSAP
6		Orbis SICAV-Global Equity Fund	OIML OAML	SGPL OOLP	Citigroup Pty Ltd as nominee of SGPL Citigroup Pty Ltd as nominee of	Citigroup Pty Ltd as nominee of SGPL Citigroup Pty Ltd as nominee of
7 8	Orbis Asia ex-Japan Fund	Orbis Optimal Global Fund LP	OBVIL	XJPL	OOLP Citigroup Pty Ltd as nominee of	OOLP Citigroup Pty Ltd as nominee of
9		Intech Australian Shares High Alpha Trust	AGA	SMIA	XJPL JP Morgan Nominees Australia Ltd	XJPL JP Morgan Nominees Australia Ltd
10		Construction and Building Unions	AGA	SMCB	as nominee of SMIA NAB Custodian Services as	as nominee of SMIA NAB Custodian Services as
11	Superannuation Fund	HESTA Superannuation Fund	AGA	SMHT	nominee for SMCB JP Morgan Nominees Australia Ltd	nominee for SMCB JP Morgan Nominees Australia Ltd
$\overline{12}$		Hostplus Superannuation Fund	AGA	SMHP	as nominee of SMHT JP Morgan as nominee of SMHP	as nominee of SMHT JP Morgan Nominees Australia Ltd
13 14		Russell Australian Opportunities Fund Orbis International Equity LP	AGA OAML	SMRI IELP	as nominee of SMHP SSAL as nominee of SMRI SSAL as nominee of SMRI Citigroup Pty Ltd as nominee of Citigroup Pty Ltd as nominee of
15 16	Orbis US Equity Fund LP	Catholic Superannuation Fund	AGA OAML	SMCS USLP	IELP IELP NAB Custodian Services NAB Custodian Services Citigroup Pty Ltd as nominee of Citigroup Pty Ltd as nominee of USLP USLP
17		Qantas Superannuation Plan	AGA	SMQS	JP Morgan Nominees Australia Ltd as nominee of SMOS	JP Morgan Nominees Australia Ltd as nominee of SMQS
18	Maritime Super		AGA	SMMS	NAB Custodian Services as nominee for SMMS	NAB Custodian Services as nominee for SMMS
19	and Charities Fund	Warakirri Australian Equities Pensions	AGA	SMWA	ANZ Nominees Ltd as nominee of SMWA	ANZ Nominees Ltd as nominee of SMWA
20	Non-Government Schools Superannuation Fund	SSAL as nominee for SMNG AGA SMNG		SSAL as nominees for SMNG
21	Fund)	Allan Gray Australia Opportunity Fund (formerly Orbis/SM Australia Opportunity	AGA	SMSF	Citi as nominee for SMSF	Citi as nominee for SMSF
$\overline{22}$		REST Superannuation Fund	AGA	SMRT	SSAL as nominee for SMRT	SSAL as nominees for SMRT
$\overline{23}$	Board	Government Employees Superannuation	AGA	SMGB	NAB Custodian Services as nominee for SMGB	NAB Custodian Services as nominee for SMGB

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Table 3 - Change in relevant interest

Trade Date	Reference Code	Action	No of security	Consideration
10 May 13 to 23 May 13	SMCB	Buy	1 218,316	\$1,071,325
10 May 13 to 23 May 13	SMCS	Buy	466,047	\$410,294
10 May 13 to 23 May 13	SMEF	Buy	1.810,055	\$1,593,939
10 May 13 to 23 May 13	SMGB	Buy	611,464	\$537,772
10 May 13 to 23 May 13	SMHP	Buy	798,246	\$702,072
10 May 13 to 23 May 13	SMHT	Buy	759,256	\$680,620
10 May 13 to 22 May 13	SMIA	Buy	157,142	\$142,579
10 May 13 to 23 May 13	SMMS	Buy	378,494	\$333,262
10 May 13 to 23 May 13	SMNG	Buy	800,949	\$705,215
10 May 13 to 23 May 13	SMQS	Buy	317,931	\$285,595
10 May 13 to 23 May 13	SMRI	Buy	174.606	\$152,933
	Total		7492,506	\$6,615,606

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All trades on market unless otherwise indicated

Table 4 - Present relevant interest

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Reference Code	Total no of securities
SMCB	9,327,391
SMCS	3,825,930
SMEF	15,315,643
SMGB	5,310,099
SMHP	6,070,367
SMHT	7,355,382
SMIA	1,563,455
SMMS	3,178,928
SMNG	6,736,723
SMQS	3,239,550
SMRI	1,520,581
SMRT	13,240,871
SMSF	33,784
SMWA	321,190
SMWK	70,697
Total	77,110,591