EVOLUTION MINING LIMITED — Major Shareholding Notification 2014

Mar 2, 2014

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/ARSN (if applicable) 112 316 168 (ACN of Allan Gray Australia)
There was a change in the interests of the substantial holder on		27 February 2014
The previous notice was given to the company on		27 June 2013
The previous notice was dated		27 June 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
	Person's votes	Voting power (5)	Person's votes	Voting power (5)
Ordinary shares	85,084,420	12.02%	77.894.439	10.99%

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

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 (if applicable)	. Nature of association
1 and 2 See rables 1 ≅ Annexure A.	__ ________

6. Addresses

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

. ᅲ Name	Address
The Group	--------- --- __ NSW 2000 Martin Place - Level 2 Allan Grav r. Sydney Austra. Challis House w

Signature

print name	Simon Marais	Director . .
sign here	181 varans	date 3 March 2014

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:
• $(a)$ 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
• $(b)$ 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.

• $(7)$ 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.
• $(8)$ 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	samu	Date: 3 March 2014

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 Mansfield Street Properties Ltd Orbis World Limited Orbis Investment Management (BVI) Limited (OIMLBVI) Orbis Investment Management Limited (OIML)
Orbis Asset Management Limited (OAML) Orbis Investment Advisory Pty Limited Allan Gray (Holdings) Pty Limited
Allan Gray (Holdings) Pty Ltd
Orbis Investment Advisory (Hong Kong) Limited
Orbis Client Services (Canada) Limited Orbis Administration Limited Orbis Investment Research Limited Orbis Investment Management (MIS) Limited Orbis Holdings (UK) Limited Orbis Investment Management (Europe) LLP

Triple Blue Holdings Limited

Pictet Overseas Trust Corporation and Pictet Trustee Company SA

Table 2 - Funds

An entity within the Group acts as investment manager for some or all of the assets in the following funds.

No	Fund name	Manager	Code	Registered holder	Persons entitled to be registered holder
1.	Allan Gray Australia Equity Fund	AGA	SMEF	Citibank N.A., Sydney Branch as	Equity Trustees Limited as SMEF's
				SMEF's custodian	responsible entity
$\overline{2}$	Allan Gray Australia Opportunity	AGA	SMSF	Citibank N.A., Sydney Branch as	Equity Trustees Limited as SMSF's
	Fund			SMSF's custodian	responsible entity
$\overline{3}$	Warakirri Endeavour Fund	AGA	SMWK	ANZ Nominees Ltd as SMWK's	Warakirri Asset Management Pty
				custodian	Ltd as SMWK's trustee
4.	Warakirri Australian Equities Pensions and Charities Fund	AGA	SMWA	ANZ Nominees Ltd as SMWA's custodian	Warakirri Asset Management Pty Ltd SMWA's trustee
5.	Ibbotson Australian Shares High	AGA	SMIA	JP Morgan Nominees Australia Ltd as	Ibbotson Associates Australia Ltd
	Alpha Trust			SMIA's custodian	SMIA's trustee
6,	Construction and Building Unions	AGA	SMCB	NAB Custodial Services as SMCB's	United Super Pty Ltd as SMCB's
	Superannuation Fund			custodian	trustee
$\overline{7}$ .	HESTA Superannuation Fund	AGA	SMHT	JP Morgan Nominees Australia Ltd as SMIA's custodian	H.E.S.T. Australia Ltd as SMHT's trustee
$\overline{8}$	Hostolus Superannuation Fund	AGA	SMHP	Citibank N.A., Sydney Branch as	Host Plus Pty itd as SMHP's
				SMHP's custodian	trustee
9.	Russell Australian Opportunities	AGA	SMRI	State Street Australia Ltd as SMRI's	Russell Investment Management
	Fund			custodian	Ltd as SMRI's responsible entity
10.	Catholic Superannuation Fund	AGA	SMCS	NAB Custodial Services as custodian for SMCS	CSF Pty Ltd as SMCS's trustee
$\overline{11}$ .	Qantas Superannuation Plan	AGA	SMOS	JP Morgan Nominees Australia Ltd as SMQS's custodian	Qantas Superannuation Ltd as SMQS s trustee
$\overline{12}$	Maritime Super	AGA	SMMS	NAB Custodial Services as custodian for	Maritime Super Pty Ltd as SMMS's
13.	Non-Government Schools	AGA	SMNG	SMMS State Street Australia Ltd as SMNG's	trustee Non-Government Schools
	Superannuation Fund			custodian	Superannuation Fund Pty Ltd as
					SMNG's trustee
14.	REST Superannuation Fund	AGA	SMRT	State Street Australia Ltd as SMRT's	Retail Employees Superannuation
				custodian	Pty Ltd as SMRT's trustee
15.	Government Employees	AGA	SMGB	NAB Custodial Services as SMGB's	Government Employees
$\overline{16}$	Superannuation Board	OIML	GAPL	custodian Citibank N.A., Hong Kong Branch, as	Superannuation Board
	Orbis Global Equity Fund (Australia Registered)			GAPL's custodian	Equity Trustees Limited as GAPL's responsible entity
$\overline{17}$ .	Orbis Global Equity Fund Limited	OIMLA	OGEF	Citigroup Fund Services Canada, Inc.	OGEF
				(Citi Canada) as OGEF's custodian
18.	Orbis Optimal SA Fund Limited	OIML	OSAP	Citi Canada as OSAP's custodian	OSAP
19 1	Orbis International Equity LP	OAML	IELP	Citi Canada as IELP's custodian	IELP
20.	Orbis SICAV - Global Equity Fund	OIML	SGPL	Citibank International plc (Luxembourg	SGPL
				Branch) (Citi Lux) as SGPL's custodian
$\overline{21}$	Orbis SICAV - Asia- Ex Japan Fund	OIMLBVI	XIPL	Citi Lux as XJPL's custodian	XJPL
$\overline{22}$	Orbis SICAV - Global Balanced Fund	OIML	GBPL	Citi Lux as GBPL's custodian	GBPL
$\overline{23}$ .	Orbis SICAV - Global Balanced Fund	OIML	GBSA	Citi Lux as GBSA's custodian	GBSA
	SA

Trade Date	Reference Code	Action	No of security	Consideration
08 Jul 13 to 27 Feb 14	SMCB	Buy and Sell	39,105	$-$ \$364,770
08 Jul 13 to 27 Feb 14	SMCS	Buy and Sell	187,679	\$5,620
26 Jun 13 to 27 Feb 14	SMEF	Buy and Sell	$-2,533,159$	$-$2,536,583$
26 Jun 13 to 26 Feb 14	SMGB	Buy and Sell	368,957	\$258,471
26 Jun 13 to 27 Feb 14	SMHP	Buy and Sell	292,124	$-$ \$7,193
26 Jun 13 to 27 Feb 14	SMHT	Buy and Sell	115,046	$-$ \$ $\overline{249,053}$
26 Jun 13 to 27 Feb 14	SMIA	Buy and Sell	$-131,701$	$-$142,052$
26 Jun 13 to 27 Feb 14	SMMS	Buy and Sell	139,949	$-$ \$16,089
26 Jun 13 to 19 Dec 13	SMNG	Buy and Sell	$-5,875,782$	$-$4,839,712$
08 Jul 13 to 27 Feb 14	SMQS	Buy and Sell	1,016,215	\$721,122
10 Jul 13 to 27 Feb 14	SMRI	Buy and Sell	-54.841	$-$ \$101.524
26 Jun 13 to 27 Feb 14	SMRT	Buy and Sell	-695,130	-\$660,385
20 Dec 13	SMSF	Sell	-124,424	$-$73,089$
09 Jul 13 to 05 Dec 13	SMWA	Buy	73,185	\$43,488
10 Oct 13 to 26 Feb 14	SMWK	Buy and Sell	$-7,204$	\$8,140
	Total		$-7,189,981$	$-$7,969,889$

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	9,839,501
SMCS	4,213,219
SMEF	15,742,666
SMGB	6,358,174
SMHP	7,053,360
SMHT	7,995,310
SMIA	1.516,953
SMMS	3,490,666
SMNG	2,167,834
SMQS	4.524,666
SMRI	1,543,245
SMRT	12,894,726
SMWA	483.196
SMWK	70,923
Total	77,894,439