EVOLUTION MINING LIMITED — Major Shareholding Notification 2013

May 12, 2013

Form 604

Corporations Act 2001 Section 671B

Notice of change of interests of substantial holder

To Company Name/Scheme	Evolution Mining Ltd
ACNIARSN/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/ARSN (if applicable)	112 316 168 (ACN of Allan Gray Australia)
There was a change in the interests of the substantial holder on	9 May 2013
The previous notice was given to the company on	22 April 2013
The previous notice was dated	22 April 2013
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 ---
	Voting power (5) Person's votes		Person's votes	Voting power (5)
Ordinary shares	59,634.970	8.42%	69,618,085	$9.83\%$

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	Registered 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:

Name and ACN/ARSN l (if applicable).	Nature or ociation aaa
---- $\sim$ Fables See and 2 Annexure	I

6. Addresses

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

----- Name	. . . – Address
The Group	_ Allan n. Challis House. evel 2 Martin . NSW 2000 ı Place Svdnev ıv Australia Grav ______

Signature

print name	Simon Marais	Director
sign here	of larais	13 May 2013 date

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.
• $(2)$ See the definition of "associate" in section 9 of the Corporations Act 2001.
• $(3)$ 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.
• $(5)$ The person's votes divided by the total votes in the body corporate or scheme multiplied by 100.
• $(6)$ Include details of:
• any relevant agreement or other circumstances because of which the change in relevant interest occurred. If (a) 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
• $(b)$ any qualification of the power of a person to exercise, control the exercise of, or influence the exercise of, the voting 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.

• Details of the consideration must include any and all benefits, money and other, that any person from whom a relevant interest $(7)$ 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.
• $(8)$ If the substantial holder is unable to determine the identity of the person (eg if the relevant interest arises because of an option) write "unknown".
• $(9)$ Give details, if appropriate, of the present association and any change in that association since the last substantial holding notice.

	Evolution Mining Limited
	THIS IS ANNEXURE A OF 2 PAGES REFERRED TO IN THE ABOVE FORM 604 Print name Simon Marais				Director
	Sign here Manu-				Date: 13 May 2013
	Table 1 – Related bodies corporate The following entities are associates of Allan Gray Australia and each other by virtue of being related bodies corporate. Orbis Holdings Limited Orbis World Limited Orbis Investment Management Limited (OIML) Orbis Asset Management Limited (OAML) Orbis Administration Limited Orbis Investment Research Limited Triple Blue Holdings Limited Pictet Overseas Trust Corporation and Pictet Trustee Company SA Orbis Investment Advisory (Hong Kong) Limited Table 2 - Funds An entity within the Group acts as investment manager for some or all of the assets in the following funds.			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
N٥	Fund name	Investment Manager	Ref. Code	Registered Holder	Persons entitled to be registered
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	holder Citi as nominee of SMEF
2	Warakim Endeavour Fund	AGA	SMWK	ANZ Nominees Ltd as nominee of SMWK	ANZ Nominees Ltd as nominee of SMWK
$\overline{\mathbf{3}}$	Orbis Global Equity Fund (Aust. Registered)	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	SGPL	Citigroup Pty Ltd as nominee of SGPL	Citigroup Pty Ltd as nominee of SGPL
7	Orbis Optimal Global Fund LP	OAML	OOLP	Citigroup Pty Ltd as nominee of OOLP	Citigroup Pty Ltd as nominee of OOLP
8	Orbis Asia ex-Japan Fund	OBVIL	XJPL	Citigroup Pty Ltd as nominee of XJPL	Citigroup Pty Ltd as nominee of XJPL
9	Intech Australian Shares High Alpha Trust	AGA	SMIA	JP Morgan Nominees Australia Ltd as nominee of SMIA	JP Morgan Nominees Australia Ltd as nominee of SMIA
10	Construction and Building Unions Superannuation Fund	AGA	SMCB	NAB Custodian Services as nominee for SMCB	NAB Custodian Services as nominee for SMCB
$\overline{11}$	HESTA Superannuation Fund	AGA	SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT	JP Morgan Nominees Australia Ltd as nominee of SMHT
12	Hostplus Superannuation Fund	AGA	SMHP	JP Morgan as nominee of SMHP	JP Morgan Nominees Australia Ltd as nominee of SMHP
13 14	Russell Australian Opportunities Fund Orbis International Equity LP	AGA OAML	SMRI IELP	SSAL as nominee of SMRI Citigroup Pty Ltd as nominee of	SSAL as nominee of SMRI Citigroup Pty Ltd as nominee of
				IELP	IELP
15 16	Catholic Superannuation Fund Orbis US Equity Fund LP	AGA OAML	SMCS USLP	NAB Custodian Services NAB Custodian Services Citigroup Pty Ltd as nominee of Citigroup Pty Ltd as nominee of
17	Qantas Superannuation Plan	AGA	SMOS	USLP JP Morgan Nominees Australia Ltd as nominee of SMQS	USLP JP Morgan Nominees Australia Ltd
18	Maritime Super	AGA	SMMS	NAB Custodian Services as nominee for SMMS	as nominee of SMQS NAB Custodian Services as nominee for SMMS
19	Warakirri Australian Equities Pensions and Charities Fund	AGA	SMWA	ANZ Nominees Ltd as nominee of SMWA	ANZ Nominees Ltd as nominee of SMWA
20	Non-Government Schools Superannuation Fund	AGA	SMNG	SSAL as nominee for SMNG	SSAL as nominees for SMNG
21	Allan Gray Australia Opportunity Fund (formerly Orbis/SM Australia Opportunity Fund)	AGA	SMSF	Citi as nominee for SMSF Citi as nominee for SMSF
$\overline{22}$ 23	REST Superannuation Fund	AGA	SMRT	SSAL as nominee for SMRT SSAL as nominees for SMRT
	Government Employees Superannuation AGA SMGB Board		NAB Custodian Services as nominee for SMGB	NAB Custodian Services as nominee for SMGB

Trade Date	Reference Code	Action	No of security	Consideration
18 Apr 13 to 09 May 13	SMCB	Buy	1,407,297	\$1,329,111
18 Apr 13 to 09 May 13	SMCS	Buy	577,866	\$546,271
18 Apr 13 to 09 May 13	SMEF	Buy	2,300,994	\$2,173,895
18 Apr 13 to 09 May 13	SMGB	Buy	712,112	\$673,134
18 Apr 13 to 09 May 13	SMHP	Buy	915,179	\$865,172
18 Apr 13 to 09 May 13	SMHT	Buy	1,144,094	\$1,080,294
18 Apr 13 to 09 May 13	SMIA	Buy	248,869	\$235,363
18 Apr 13 to 09 May 13	SMMS	Buy	480,359	\$454,273
18 Apr 13 to 09 May 13	SMNG	Buy	1,022,217	\$965,207
18 Apr 13 to 09 May 13	SMQS	Buy	505,592	\$477,896
18 Apr 13 to 09 May 13	SMRI	Buy	227,397	\$215,297
18 Apr 13 to 24 Apr 13	SMRT	Buy	377,441	\$354,112
18 Apr 13 to 23 Apr 13	SMSF	Buy	33,784	\$31,607
18 Apr 13	SMWA	Buy	9,017	\$8,624
18 Apr 13 to 03 May 13	SMWK	Buy	20,897	\$19,826
	Total		9,983,115	\$9,430,083

Table 3 - Change in relevant interest

All trades on market unless otherwise indicated

Table 4 - Present relevant interest

Reference Code	Total no of securities
SMCB	8,109,075
SMCS	3,359,883
SMEF	13,505,588
SMGB	4,698,635
SMHP	5,272,121
SMHT	6,596,126
SMIA	1,406,313
SMMS	2,800,434
SMNG	5,935,774
SMQS	2,921,619
SMRI	1,345,975
SMRT	13,240,871
SMSF	33,784
SMWA	321,190
Smwk	70,697
Total	69,618,085