EVOLUTION MINING LIMITED — Regulatory Filings 2016

Oct 23, 2016

==> picture [211 x 133] intentionally omitted <==

Evolution Mining Limited ACN 084 669 036

NOTICE OF ANNUAL GENERAL MEETING

PROXY FORM

EXPLANATORY MEMORANDUM

Date of Annual General Meeting 24 November 2016

Time of Annual General Meeting 11.00am (Sydney time)

Place of Annual General Meeting Sofitel Sydney Wentworth Hotel 61-101 Phillip Street Sydney NSW 2000

IMPORTANT NOTICES

What you should do

STEP ONE - Read the meeting documentation

This is an important document. You should read all of the Notice of Annual General Meeting, Explanatory Memorandum and Proxy Form before deciding whether or not to vote in favour of any of the resolutions. If you do not understand any of the meeting documents, or are not sure what to do, please consult your legal or financial adviser immediately.

STEP TWO - Vote

If you are unable to attend the Annual General Meeting in person, you should complete the Proxy Form and ensure that it (and any power of attorney under which it is signed) is received by the Company’s share registry at an address given below not later than 11.00am (Sydney time) on 22 November 2016. Proxy Forms received after that time will be invalid.

Online: The Proxy Form can be lodged online by visiting www.linkmarketservices.com.au. Select ‘Investor Login’ and enter Evolution Mining Limited in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your Proxy Form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website. By mail: Evolution Mining Limited c/o Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235 By hand: Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 By fax: (+612) 9287 0309

For details on how to complete the Proxy Form, please refer to the instructions in the Notice of Annual General Meeting and Proxy Form.

QUESTIONS

If you have any questions about any matter contained in this document, please contact the Company’s share registry, Link Market Services Limited, on +61 1300 554 474.

KEY DATES

Deadline for lodgement of Proxy Forms 11.00am (Sydney time) on 22 November 2016 Date and time for determining eligibility to vote 7.00pm (Sydney time) on 22 November 2016 Date and time of Annual General Meeting 11.00am (Sydney time) on 24 November 2016

page 1

EVOLUTION MINING LIMITED ACN 084 669 036

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Members of Evolution Mining Limited ACN 084 669 036 (“the Company”) will be held at Sofitel Sydney Wentworth Hotel, 61-101 Phillip Street, Sydney NSW 2000 on 24 November 2016 at 11.00am (Sydney time).

AGENDA

BUSINESS

Annual Financial Report

To receive and consider the annual financial report of the Company and the reports of the Directors and independent external auditors for the financial year ended 30 June 2016.

Resolution 1 – Adoption of Remuneration Report

To consider and, if thought fit, to pass the following as an advisory resolution:

“That the remuneration report forming part of the Company's 2016 Annual Report for the year ended 30 June 2016 be adopted."

Note – the vote on this resolution is advisory only and does not bind the Directors or the Company.

Resolution 2 – Re-election of Mr Colin Johnstone as Director of the Company

To consider and, if thought fit, to pass the following as an ordinary resolution:

“That Mr Colin Johnstone, being a Director who retires in accordance with clause 8.1(d) of the Constitution of the Company and being eligible for re-election, is re-elected as a Director.”

Resolution 3 – Issue of Performance Rights to Mr Jacob (Jake) Klein

To consider and, if thought fit, to pass the following as an ordinary resolution:

"That the issue of up to 748,622 Performance Rights to Mr Jacob (Jake) Klein under the Evolution Mining Limited Employee Share Option and Performance Rights Plan be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Memorandum."

Resolution 4 – Issue of Retention Rights to Mr Jacob (Jake) Klein

To consider and, if thought fit, to pass the following as an ordinary resolution:

"That the issue of up to 3,750,000 Retention Rights to Mr Jacob (Jake) Klein under the Evolution Mining Limited Employee Share Option and Performance Rights Plan be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Memorandum."

Resolution 5 – Issue of Performance Rights to Mr Lawrence (Lawrie) Conway

To consider and, if that thought fit, to pass the following as an ordinary resolution:

"That the issue of up to 299,364 Performance Rights to Mr Lawrence (Lawrie) Conway under the Evolution Mining Limited Employee Share Option and Performance Rights Plan be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Memorandum."

Resolution 6 – Issue of Additional Performance Rights to Mr Jacob (Jake) Klein

To consider and, if thought fit, to pass the following as an ordinary resolution:

"That the issue of up to 27,857 Additional Performance Rights to Mr Jacob (Jake) Klein under the Evolution Mining Limited Employee Share Option and Performance Rights Plan be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Memorandum."

Resolution 7 – Issue of Additional Performance Rights to Mr Lawrence (Lawrie) Conway

To consider and, if that thought fit, to pass the following as an ordinary resolution:

"That the issue of up to 6,694 Additional Performance Rights to Mr Lawrence (Lawrie) Conway under the Evolution Mining Limited Employee Share Option and Performance Rights Plan be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Memorandum."

page 2

Resolution 8 – Non-Executive Director Equity Plan

To consider and, if that thought fit, to pass the following as an ordinary resolution:

"That the grant of share rights under the Non-Executive Director Equity Plan to Non-Executive Directors in office from time-to-time be approved for the purposes of ASX Listing Rule 10.14 and for all other purposes, on the terms set out in the Explanatory Memorandum."

ENTITLEMENT TO VOTE

Snapshot date

It has been determined that under regulation 7.11.37 of the Corporations Regulations, for the purposes of the Annual General Meeting, shares in the Company will be taken to be held by the persons who are the registered holders at 7.00pm (Sydney time) on 22 November 2016. Accordingly, share transfers registered after that time will be disregarded in determining entitlements to attend and vote at the Annual General Meeting.

VOTING EXCLUSION STATEMENTS

Resolution 1 – Adoption of Remuneration Report

A vote on Resolution 1 must not be cast (in any capacity) by, or on behalf of, the following persons:

• a. a member of the Key Management Personnel (KMP) whose remuneration details are included in the 2016 Remuneration Report; or

• b. a closely related party of such a KMP (including close family members and companies the KMP controls)

However, a person described above may cast a vote on Resolution 1 as a proxy if the vote is not cast on behalf of a person described above and either:

• a. the proxy appointment is in writing that specifies the way the proxy is to vote (e.g. for, against, abstain) on the resolution; or

• b. the vote is cast by the Chairman of the Meeting and the appointment of the Chairman as proxy: i. does not specify the way the proxy is to vote on the resolution; and

• ii. expressly authorises the Chairman to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP.

“Key management personnel” and “closely related party” have the same meaning as set out in the Corporations Act 2001 (Cth).

– Resolutions 3, 4, 5, 6 and 7 Issue of Performance and Retention Rights to Mr Jacob (Jake) Klein and Mr Lawrence (Lawrie) Conway

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolutions 3, 4, 5, 6 and 7 by any Director of the Company who is eligible to participate in the Evolution Mining Limited Employee Share Option and Performance Rights Plan (Plan) and their associates. Only Executive Directors are eligible to participate in the Plan so therefore Mr Klein and Mr Conway and their associates will be excluded from voting on Resolutions 3, 4, 5, 6 and 7.

However, the Company need not disregard a vote cast on Resolutions 3, 4, 5, 6 and 7 if:

• a. it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b. it is cast by the person Chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

In addition, a vote must not be cast on Resolutions 3,4,5,6 and 7 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting because the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

Resolution 8 – Non-Executive Director Equity Plan

In accordance with ASX Listing Rule 14.11, the Company will disregard any votes cast on Resolution 8 by any Director of the Company who is eligible to participate in the Evolution Mining Limited Non-Executive Director Equity Plan (NED Equity Plan) and their associates. Only Non-Executive Directors (excluding Alternate Directors) are eligible to participate in the NED Equity Plan so therefore Mr Johnstone, Mr Sawiris, Mr Askew, Mr de Montessus, Mr Freestone and Mr McKeith and their associates will be excluded from voting on Resolution 8:

However, the Company need not disregard a vote cast on Resolution 8 if:

page 3

• a. it is cast by a person as proxy for a person who is entitled to vote in accordance with the directions on the proxy form; or

• b. it is cast by the person Chairing the Meeting as proxy for a person who is entitled to vote, in accordance with a direction on the proxy form to vote as the proxy decides.

In addition, a vote must not be cast on Resolution 8 as a proxy by a member of the KMP at the date of the AGM, or a closely related party of those persons, unless it is cast as proxy for a person entitled to vote in accordance with their directions. This restriction on voting undirected proxies does not apply to the Chairman of the Meeting because the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP.

PROXIES

A shareholder of the Company (Member) entitled to attend and to vote at the Annual General Meeting is entitled to appoint a proxy to attend and to vote instead of the Member. The proxy need not be a Member and can be an individual or a body corporate.

If a Member appoints a body corporate as a proxy, that body corporate will need to ensure that it:

• appoints an individual as its corporate representative to exercise its powers at the Annual General Meeting, in accordance with section 250D of the Corporations Act 2001 (Cth) (Corporations Act); and

• provides satisfactory evidence of the appointment of its corporate representative prior to commencement of the Annual General Meeting.

If such evidence is not received before the Annual General Meeting, then the body corporate (through its representative) will not be permitted to act as a proxy.

Members are entitled to appoint up to two individuals to act as proxies to attend and vote on their behalf. Where more than one proxy is appointed, each proxy may be appointed to represent a specified proportion of the Member’s voting rights. If the Member appoints two proxies and the appointment does not specify the proportion or number of the Member’s votes each proxy may exercise, each proxy may exercise half of the votes. On a show of hands, neither proxy may vote if more than one proxy attends.

Any directed proxies that are not voted on any poll at the Annual General Meeting by a Member’s appointed proxy will automatically default to the Chairman of the Annual General Meeting, who is required to vote proxies as directed on a poll.

The Corporations Act prohibits members of the KMP of the Company (which includes each of the Directors of the Company) from voting on the Remuneration Report (Resolution 1) and remuneration related resolutions (Resolutions 3 – 8 inclusive). Where the KMP is appointed as a proxy, the KMP must be directed as proxy how to vote on Resolutions 1, 3 – 8 (inclusive) (ie directed to vote ‘for’, ‘against’ or ‘abstain’). Undirected proxy votes on Resolutions 1, 3 – 8 (inclusive) cannot be voted by a KMP and will be treated as invalid by the Company. If you intend to appoint a member of the KMP your proxy, please ensure that you direct them how to vote on Resolutions 1, 3 – 8 (inclusive) by marking either the ‘for’, ‘against’ or to ‘abstain’ box for each of Resolutions 1, 3 – 8 (inclusive).

The exception to the above prohibition is in the instance of the Chairman of the Meeting who, under the Corporations Act, can vote undirected proxies where the proxy appointment expressly authorises the Chairman of the Meeting to exercise undirected proxies even if the resolution is connected, directly or indirectly, with the remuneration of the KMP. The Proxy Form accompanying this Notice of Meeting provides this express authorisation.

Mr Klein will not chair the meeting for the consideration of Resolutions 3, 4 and 6. For the duration of these Resolutions, the meeting will be chaired by a Non-Executive Director nominated by Mr Klein, pursuant to clause 7.5(d) of the Constitution. As Chairman of the Meeting during Resolutions 3, 4 and 6, this Non-Executive Director will also be entitled to exercise any undirected proxies in respect of these Resolutions as the express authorisation on the Proxy Form to exercise the proxy even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP is given to the Chairman of the Meeting (and not any one individual).

A proxy must be signed by the Member or his/her attorney duly authorised in writing or, if the Member is a corporation, in accordance with the Corporations Act. The Proxy Form and the power of attorney or other authority (if any) under which the Proxy Form is signed, or a copy or facsimile which appears on its face to be an authentic copy of that proxy, power or authority, must be returned to Company’s share registry at an address given below by no later than 11.00am (Sydney time) on 22 November 2016:

Online:

The Proxy Form can be lodged online by visiting www.linkmarketservices.com.au. Select ‘Investor Login’ and enter Evolution Mining Limited in the Issuer name field, your Security Reference Number (SRN) or Holder Identification Number (HIN) (which is shown on the front of your Proxy Form), postcode and security code which is shown on the screen and click ‘Login’. Select the ‘Voting’ tab and

page 4

then follow the prompts. You will be taken to have signed your Proxy Form if you lodge it in accordance with the instructions given on the website.

By mail: Evolution Mining Limited c/o Link Market Services Limited Locked Bag A14 SYDNEY SOUTH NSW 1235 By hand: Link Market Services Limited 1A Homebush Bay Drive Rhodes NSW 2138 By fax: (+612) 9287 0309

A Proxy Form accompanies this Notice of Annual General Meeting.

To be valid, a Proxy Form and the Power of Attorney under which it is signed or proof thereof must be to the satisfaction of the Directors of the Company.

The Company reserves the right to declare invalid any proxy not received in this manner.

BY ORDER OF THE BOARD OF THE COMPANY

==> picture [92 x 42] intentionally omitted <==

Evan Elstein Company Secretary Dated: 24 October 2016

page 5

EVOLUTION MINING LIMITED ACN 084 669 036

EXPLANATORY MEMORANDUM

This Explanatory Memorandum is for the information of Members in connection with resolutions to be considered at the Annual General Meeting of the Company to be held on 24 November 2016 at 11.00am (Sydney time).

Business

Annual Financial Report

The Corporations Act requires the reports of the Directors and independent external auditors and the annual financial report, including the financial statements of the Company for the year ended 30 June 2016, to be laid before the Annual General Meeting, but does not require a formal resolution on the financial statements or reports. However, provision will be made at the Annual General Meeting for Members as a whole to ask questions or make comments on the reports or the management of the Company. Members may question the auditor regarding the conduct of the audit, the independence of the auditor, preparation and content of the reports and accounting policies adopted by the Company.

The Company’s 2016 Annual Report is available on the Company’s website at www.evolutionmining.com.au/Reports/.

Resolution 1 – Adoption of Remuneration Report

In accordance with section 250R(2) of the Corporations Act, the Company is required to present to its Members the remuneration report as disclosed in the Company’s 2016 Annual Report.

The vote is advisory only and is not binding on the Directors of the Company. A reasonable opportunity will be given to Members as a whole to ask questions about, or make comments on, the remuneration report. The remuneration report is set out in the Company’s 2016 Annual Report and is also available on the Company’s website at www.evolutionmining.com.au/Reports/. The remuneration report explains the Board policies in relation to the nature and level of remuneration paid to the Company’s key management personnel (KMP) (including the directors of the Company), sets out details of the remuneration and service agreement for each member of the KMP and sets out the details of any share based compensation.

Under the Corporations Act, if at least 25% of the votes cast on the relevant resolution are voted against the adoption of the remuneration report at two consecutive annual general meetings, the Company will be required to put to Members at the second annual general meeting a resolution proposing that another general meeting be held within 90 days, at which all of the Company’s Directors (other than the Executive Chairman, who for the purposes of clauses 8.1(f) and 9.1 of the Constitution of the Company serves as the Managing Director) must retire unless they are re-elected at that meeting ( Spill Resolution ).

The Company has not had a vote of 25% against the adoption of the remuneration report since the introduction of this requirement in the Corporations Act and as such the 2016 Notice of Meeting does not contain a Spill Resolution.

For the voting exclusions applicable to this Resolution 1, please refer to the ‘Entitlement to Vote’ section of the Notice of Annual General Meeting.

Board Recommendation

Due to each Director having an interest in the outcome of Resolution 1, and for good governance, the Board refrains from making a recommendation to Members.

Note – The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 1.

Resolution 2 – Re-election of Mr Colin Johnstone as a Director of the Company

The ASX Listing Rules require that the Company must hold an election of Directors each year. Mr Johnstone was reelected by the Members at the Company’s 2013 Annual General Meeting and is the Director longest in office since last re-election. In addition, he is the Lead Independent Director, serves as Chair of the Risk Committee and as a member of the Audit Committee. Mr Johnstone will retire at the forthcoming Annual General Meeting in accordance with clause 8.1(d) of the Constitution of the Company and being eligible, has offered himself for re-election.

Mr Johnstone is a mining engineer with over 30 years’ experience in the resources sector with extensive experience building and operating mines in Africa, Australia, Asia and South America. Mr Johnstone was formerly Vice-President of Operations and Chief Operating Officer at Equinox Minerals Limited, prior to the C$7.6 billion acquisition by Barrick Gold Corporation. Prior to that role, Mr Johnstone was Chief Operating Officer of Sino Gold Mining Limited. He has also served as General Manager at some of Australia’s largest mines including the Kalgoorlie Super Pit in Western Australia, the Olympic Dam Mine in South Australia and the Northparkes Mine in New South Wales. Mr Johnstone is a nonexecutive director of Magnis Resources Limited (since May 2016).

Board Recommendation

The Board, with Mr Johnstone abstaining, unanimously recommends that Members vote to approve Resolution 2.

page 6

Resolutions 3 and 5 - Issue of Performance Rights to Mr Jacob (Jake) Klein and Mr Lawrence (Lawrie) Conway

ASX Listing Rule 10.14 requires member approval for the acquisition of securities by a director under an employee incentive scheme. If approved, the approval applies to the issue of the Performance Rights and the issue of ordinary fully paid shares (if any) on the vesting of the Performance Rights. Resolution 3 is seeking Member approval for the grant of 748,622 Performance Rights to Mr Klein under the Company’s Employee Share Option and Performance Rights Plan (Plan) and Resolution 5 is seeking Member approval for the grant of 299,364 Performance Rights to Mr Conway under the Plan.

The number of Performance Rights proposed to be issued to Mr Klein and to Mr Conway is the maximum amount of Performance Rights that will vest if they satisfy what the Board considers stretch or outstanding performance achievement, as described below.

The vesting of the Performance Rights incorporates performance conditions which trigger vesting at ‘threshold’, ‘target’ and ‘exceptional’ performance levels and the vesting scales have been designed appropriately to reward above target and truly exceptional Company performance.

The Performance Rights will be issued in accordance with the rules of the Plan and in a single tranche to be performance tested at the end of a three year period ending 30 June 2019. Subject to the satisfaction of the performance conditions described below and to any adjustment in accordance with the rules of the Plan (e.g. upon a reconstruction of securities), Mr Klein and Mr Conway will each receive one share in the Company for each Vested Performance Right granted to them.

Resolutions 6 and 7 seek Member approval for the issue of additional equity to Mr Klein and Mr Conway to restore value to the equity granted in FY15 and FY16 which was impacted by the 2-for-15 accelerated renounceable entitlement offer ( AREO ) completed in September 2016. The grants under the FY17 Award (the subject of Resolutions 3 and 5) was calculated following the AREO (and therefore no further adjustment is required).

Performance Conditions of Performance Rights

The Performance Rights will only vest on a Relevant Date if Mr Klein and Mr Conway remain as employees of the Company up to and including that Relevant Date.

The number of Performance Rights which vest on the Relevant Dates will depend on the extent to which the Vesting Conditions have been satisfied for the relevant period.

Upon the Vesting Conditions having been satisfied (as determined and ratified by the Board) Mr Klein and Mr Conway will be allotted with Performance Shares.

The Vesting Conditions will be based on:

Measure	Measure	Weighting
The Company’s relative total shareholder return (TSR) measured against the TSR for a peer group of 20 comparator gold mining companies (Peer Group Companies) (Relative TSR Performance Rights)		25%
The Company’s absolute TSR return (Absolute TSR Performance Rights)		25%
Growth in Evolution’s Earnings Per Share (EPS Performance Rights)		25%
Growth in Ore Reserves Per Share (Ore Reserves Performance Rights)		25%
The Peer Group Companies for the FY17 Performance Rights comprise the following:
Acacia Mining PLC	Alacer Gold Corp
Alamos Gold Inc	B2Gold Corp
Centamin Egypt Inc	Centerra Gold
Detour Gold Corp	Dundee Precious Metals Inc
Endeavour Mining Corporation	Eldorado Gold
Gold Fields	IAMGOLD Corp
New Gold Inc	Northern Star Resources Ltd

page 7

Oceana Gold Corp	Regis Resources NL
Resolute Mining Ltd	Saracen
Semafo Inc	St Barbara

The Board has the discretion to adjust the composition and number of the Peer Group Companies on an annual basis for each year’s Performance Rights grant, to take into account events including, but not limited to, takeovers, mergers and de-mergers that might occur during the relevant period. Any adjustments made to the Peer Group Companies will be disclosed in the Company’s remuneration report.

The effective testing date for the Performance Rights is 30 June 2019 with the testing to occur within 90 days after that date. Performance Rights will lapse after testing if they do not vest. There is no re-testing.

Relative TSR Performance Rights

25% of the Performance Rights will be tested against the Company’s TSR performance relative to the Peer Group Companies ( Relative TSR Performance Rights ). The Company’s TSR will be based on the percentage by which its 30day volume weighted average share price on ASX ( VWAP ) at the close of trade on 30 June 2019 (plus the value of any dividends paid during the performance period) ( 2019 Evolution TSR ) has increased over the company’s 30-day VWAP at the close of trade on the 30 June 2016. For the avoidance of doubt, the 30 day VWAP as at 30 June 2016 was $2.2721 ( 2016 Evolution VWAP ).

The TSR for each Peer Group Company will be based on the percentage by which each Peer Group Company’s 30-day VWAP at the close of trade on 30 June 2019 (plus the value of any dividends paid during the performance period) (each a 2019 Peer Group TSR ) has increased over that company’s 30-day VWAP at the close of trade on 30 June 2019.

The proportion of the TSR Performance Rights that will vest will be based on the 2019 Evolution TSR as compared to the 2019 Peer Group TSRs and will be determined as follows:

Level of performance achieved	Company Relative TSR Performance	% of Relative TSR Performance Rights vesting
Threshold	Equal to top 50th percentile	33%
	Above the top 50th percentile and below the top 25th percentile	Straight-line pro-rata between 33% and 66%
Target	Equal to top 25th percentile	66%
	Above the top 25th percentile and below the top 10th percentile	Straight-line pro-rata between 66% and 100%
Exceptional	Equal to top 10th percentile or above	100%

Absolute TSR Performance Rights

25% of the Performance Rights will be tested against the Company’s absolute TSR performance relative to the 2016 Evolution VWAP ( Absolute TSR Performance Rights ), measured as the cumulative annual TSR over the three year performance period ending 30 June 2019.

The proportion of the Absolute TSR Performance Rights that will vest will be determined by the Company’s ranking against Peer Group Companies is as follows:

Level of performance achieved	2018 Company Absolute TSR Performance	% of Absolute TSR Performance Rights vesting
Threshold	Equal to 10% Per Annum Return	33%
	Above 10% Per Annum Return and below 15% Per Annum Return	Straight-line pro-rata between 33%and 66%
Target	Equal to 15% Per Annum Return	66%
	Above 15% Per Annum Return and below 20% Per Annum Return	Straight-line pro-rata between 66% and 100%
Exceptional	Equal to 20% Per Annum Return or above	100%

page 8

Earnings Per Share (EPS) Performance Rights

25% of the Performance Rights will be tested against the Company’s growth in EPS (calculated by excluding any NonRecurring Items), measured as the cumulative annual growth rate over the three year performance period to 30 June 2019.

Level of performance achieved	2019 Company EPS Performance	% of EPS Performance Rights vesting
Threshold	Equal to 7% per annum growth in EPS	33%
	Above 7% per annum growth and below 11% per annum growth	Straight-line pro-rata between 33%and 66%
Target	Equal to 11% per annum growth	66%
	Above 11% per annum growth and below 15% per annum growth	Straight-line pro-rata between 66%and 100%
Exceptional	Equal to 15% per annum growth or above	100%

Growth in Ore Reserves Per Share

The remaining 25% of the Performance Rights will be tested against the Company’s growth in Ore Reserves Per Share, calculated by measuring the growth over the three year performance period by comparing the baseline measure of the Ore Reserves as at 31 December 2015 ( Baseline Ore Reserves ) to the Ore Reserves as at 31 December 2018 on a per share basis, with testing to be performed at 30 June 2019.

Level of performance achieved	2018 Company Ore Reserves Per Share Performance	% of Ore Reserves Per Share Performance Rights vesting
Threshold	Equal to 80% of Baseline Ore Reserves	33%
	Above 80% of Baseline Ore Reserves but below 100% of Baseline Ore Reserves	Straight-line pro-rata between 33% and 66%
Target	Equal to 100% of Baseline Ore Reserves	66%
	Above 100% of Baseline Ore Reserves and below 120% of Baseline Ore Reserves	Straight-line pro-rata between 66%and 100%
Exceptional	Equal to 120% of Baseline Ore Reserves and above	100%

Refer to the Company website for other key terms of the Plan.

Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 3

To enable Member approval to be effectively obtained under ASX Listing Rule 10.14, the following disclosures are made pursuant to ASX Listing Rule 10.15:

1. Mr Klein is a director of the Company;

2. the maximum number of Performance Rights that can be granted to Mr Klein under this approval is 748,622;

3. there is no loan proposed in relation to the proposed award of Performance Rights to Mr Klein;

4. the Performance Rights that are to be awarded to Mr Klein are intended to be awarded as soon as practicable after the 2016 Annual General Meeting and in any event will not be awarded later than 12 months after the 2016 Annual General Meeting;

5. Vested Performance Rights will convert to fully paid ordinary shares on a one-for-one basis;

6. the price payable on the issue or exercise of each Performance Right is nil;

7. the following grants under the Plan have been made to persons to which ASX Listing Rule 10.14 applies since the Plan was last approved by Members at the 2014 Annual General Meeting:

8. a. 2015 Annual General Meeting – 1,397,197 Performance Rights to Mr Klein

9. b. 2015 Annual General Meeting – 335,232 Performance Rights to Mr Conway

10. c. 2014 Annual General Meeting – 2,229,965 Performance Rights to Mr Klein

11. d. 2014 Annual General Meeting – 536,347 Performance Rights to Mr Conway; and

page 9

1. the Executive Directors, being Mr Klein and Mr Conway, are the only persons referred to in ASX Listing Rule 10.14 entitled to participate in the Plan.

Member approval for Resolution 3 is sought under Listing Rule 10.14, and is not required under Listing Rule 7.1.

For the voting exclusions applicable to this Resolution 3, please refer to the ‘Entitlement to Vote’ section of the Notice of Annual General Meeting.

Board Recommendation

The Board, with Mr Klein abstaining, unanimously recommends that Members vote to approve Resolution 3.

Note – The Chairperson, who will be nominated pursuant to clause 7.5(d) of the Company’s Constitution for this Resolution, intends to vote all available proxies in favour of Resolution 3.

Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 5

To enable Member approval to be effectively obtained under ASX Listing Rule 10.14, the following disclosures are made pursuant to ASX Listing Rule 10.15:

1. Mr Conway is a director of the Company;

2. the maximum number of Performance Rights that can be granted to Mr Conway under this approval is 299,364;

3. there is no loan proposed in relation to the proposed award of Performance Rights to Mr Conway;

4. the Performance Rights that are to be awarded to Mr Conway are intended to be awarded as soon as practicable after the 2016 Annual General Meeting and in any event will not be awarded later than 12 months after the 2016 Annual General Meeting; and

5. refer also to disclosures #5-#8 under “Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 3” (pages 9 &10).

Member approval for Resolution 5 is sought under Listing Rule 10.14, and is not required under Listing Rule 7.1.

For the voting exclusions applicable to Resolution 5, please refer to the ‘Entitlement to Vote’ section of the Notice of Annual General Meeting.

Board Recommendation

The Board, with Mr Conway abstaining, unanimously recommends that Members vote to approve Resolution 5.

Note – The Chairman intends to vote all available proxies in favour of Resolution 5.

Resolution 4 – Issue of Retention Rights to Mr Jacob (Jake) Klein

As announced to the ASX on 16 December 2015, the Company has entered into a Retention Agreement (the Agreement ) with Mr Klein, the Executive Chairman. The Agreement is designed to retain the services of Mr Klein for three years to December 2018 and continue his strong focus on long term value creation for Evolution shareholders.

As part of the Agreement, the Company agreed to issue 3,750,000 Retention Rights on the terms and conditions of the Company’s Employee Share Option and Performance Rights Plan (Plan).

ASX Listing Rule 10.14 requires member approval for the acquisition of securities by a director under an employee incentive scheme. If approved, the approval applies to the issue of the Retention Rights and the issue of ordinary fully paid shares (if any) on the vesting of the Retention Rights. Resolution 4 is seeking Member approval for the grant of 3,750,000 to Mr Klein Retention Rights under the Plan.

The Retention Rights will be issued in accordance with the rules of the Plan and in a single tranche which will vest on three years from the date of the Agreement, being 16 December 2018, subject to Mr Klein remaining employed by the Company at that time.

Subject to the satisfaction of the employment condition and to any adjustment in accordance with the rules of the Plan (e.g. upon a reconstruction of securities), Mr Klein will receive one share in the Company for each Vested Retention Right granted to him.

As part of entering into the Agreement, Mr Klein has also agreed, for the term of the Agreement, that he will forgo any increase in his base salary or change in his remuneration structure which has remained unchanged since 2013.

Refer to the Company website for other key terms of the Plan.

Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 4

To enable Member approval to be effectively obtained under ASX Listing Rule 10.14, the following disclosures are made pursuant to ASX Listing Rule 10.15:

1. Mr Klein is a director of the Company;

page 10

1. the maximum number of Retention Rights that can be granted to Mr Klein under this approval is 3,750,000;

2. there is no loan proposed in relation to the proposed award of Retention Rights to Mr Klein;

3. the Retention Rights that are to be awarded to Mr Klein are intended to be awarded as soon as practicable after the 2016 Annual General Meeting and in any event will not be awarded later than 12 months after the 2016 Annual General Meeting; and

4. refer also to disclosures #5-#8 under “Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 3” (pages 9 &10).

Member approval for Resolution 4 is sought under Listing Rule 10.14, and is not required under Listing Rule 7.1.

For the voting exclusions applicable to this Resolution 4, please refer to the ‘Entitlement to Vote’ section of the Notice of Annual General Meeting.

Board Recommendation

The Board, with Mr Klein abstaining, unanimously recommends that Members vote to approve Resolution 4.

Note – The Chairperson, who will be nominated pursuant to clause 7.5(d) of the Company’s Constitution for this Resolution, intends to vote all available proxies in favour of Resolution 4.

Resolutions 6 and 7 – Issue of Additional Performance Rights to Mr Jacob (Jake) Klein and Mr Lawrence

(Lawrie) Conway

Members are being asked to approve the issue of additional equity to Mr Klein and Mr Conway to restore value to the equity grants that were impacted by the 2-for-15 accelerated renounceable entitlement offer ( AREO ) completed in September 2016 which was used to raise approximately $400 million for the acquisition of an economic interest in the Ernest Henry Copper-Gold operation. As a result of the AREO, the value of the Performance Rights previously granted to Mr Klein and Mr Conway in FY15 and FY16 under the Company’s Employee Share Option and Performance Rights Plan ( Plan ) have been diluted. The Board considers it appropriate for that diluted value to be restored.

An external independent adviser was engaged to calculate the dilutive effect of the AREO and to determine the number of additional Performance Rights ( Additional Award ) that should be issued to Mr Klein and Mr Conway to address this dilutive effect. It was determined that the adjustment factor was 1.00768 (ie for every 100,000 Performance Rights held prior to the AREO, 100,768 will be held after the adjustment). Given the similar characteristics between the Performance Rights and Exchange Traded Options (ETOs), the calculation applied similar adjustments that the ASX applied to ETOs to adjust the number of shares under each ETO contract following the AREO.

An announcement was made to the ASX on 15 September 2016 advising of the Additional Award for all participants of the FY15 and FY16 Plan awards, noting that the grant of any Additional Award to Mr Klein and Mr Conway was subject to shareholder approval at this Meeting.

Each of Mr Klein’s and Mr Conway’s FY15 and FY16 Awards have been previously approved by the Company’s members. Based on the calculation described above, the number of Additional Performance Rights to be granted in relation to each of those tranches of Performance Rights would be as follows:

Mr Klein

Grant Date	Existing Performance Rights held as at completion of the Entitlement Offer	Additional Performance Rights required to address the dilutive effect of the Entitlement Offer and Special Dividend
25/11/2015 (2016 Award)	1,397,197	10,731
26/11/2014 (2015 Award)	2,229,965	17,126
Total	3,627,162	27,857

Mr Conway

Mr Conway
Grant Date	Existing Performance Rights held as at completion of the Entitlement Offer	Additional Performance Rights required to address the dilutive effect of the Entitlement Offer and Special Dividend
25/11/2015 (2016 Award)	335,232	2,575
26/11/2014 (2015 Award)	536,347	4,119
Total	871,579	6,694

The Additional Performance Rights to be granted to each of Mr Klein and Mr Conway in respect of adjusting the 2015 and 2016 Grants will be subject to the same terms and conditions as the corresponding tranche of Performance Rights to

page 11

which the Additional Performance Rights relate. Those terms and conditions are the same as those applying in relation to the Performance Rights that are the subject of Resolutions 3 and 5 in this Notice of Meeting, except as noted below:

• In the case of the Additional Performance Rights relating to the 2015 Award, the effective grant date and performance conditions will be treated as being the same as for the 2015 Award. This means for example the testing dates for each of the Vesting Conditions will be as for the 2015 Award:

• for the relative total shareholder return measure the testing date will be 30 June 2017 and the Peer Group companies will be as disclosed in the 2016 Remuneration Report;

• the Absolute TSR Performance will be tested against the Group’s Absolute TSR performance relative to the 30 days VWAP as at 30 June 2017;

• the growth in Earnings per Share (EPS) will be tested again the Group’s growth in EPS, calculated by excluding Non-Recurring items, and measured as the cumulative annual growth rate over the three year performance period to 30 June 2017;

• the growth in ore reserves per share will be tested against the Group’s ability to grow its Ore Reserves over the three year period to 31 December 2016, with testing to be performed at 30 June 2017; and

• each of the testing dates for the Performance Conditions for the 2015 Award are disclosed in the 2016 Remuneration Report (pages 84-86 of the 2016 Annual Report).

• In the case of the Additional Performance Rights relating to the 2016 Award, the effective grant date and performance conditions will be treated as being the same as for the 2016 Award. This means for example the testing dates for each of the Vesting Conditions will be as for the 2016 Award:

• for the relative total shareholder return measure the testing date will be 30 June 2018 and the Peer Group companies will be as disclosed in the 2016 Remuneration Report;

• the Absolute TSR Performance will be tested against the Group’s Absolute TSR performance relative to the 30 days VWAP as at 30 June 2018;

• the growth in Earnings per Share (EPS) will be tested again the Group’s growth in EPS, calculated by excluding Non-Recurring items, and measured as the cumulative annual growth rate over the three year performance period to 30 June 2018;

• the growth in ore reserves per share will be tested against the Group’s ability to grow its Ore Reserves over the three year period to 31 December 2017, with testing to be performed at 30 June 2018; and

• each of the testing dates for the Performance Conditions for the 2016 Award are disclosed in the 2016 Remuneration Report (pages 84-86 of the 2016 Annual Report).

Listing Rule 10.14 requires member approval for the acquisition of securities by a director under an employee incentive scheme. If approved, the approval applies to the issue of the Additional Performance Rights and the issue of ordinary fully paid shares (if any) on the vesting of the Performance Rights. Resolution 6 is seeking Member approval for the grant of 27,856 Performance Rights to Mr Klein under the Plan and Resolution 7 is seeking Member approval for the grant of 6,694 Performance Rights to Mr Conway under the Plan.

The number of Performance Rights proposed to be issued to Mr Klein and to Mr Conway is the maximum amount of Additional Performance Rights that will vest if they satisfy the performance conditions that relate to each of the 2015 and 2016 Awards.

Refer to the Company website for other key terms of the Plan.

Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 6

To enable Member approval to be effectively obtained under ASX Listing Rule 10.14, the following disclosures are made pursuant to ASX Listing Rule 10.15:

1. Mr Klein is a director of the Company;

2. the maximum number of Additional Performance Rights that can be granted to Mr Klein under this approval is 27,857;

3. there is no loan proposed in relation to the proposed award of Additional Performance Rights to Mr Klein;

4. the Additional Performance Rights that are to be awarded to Mr Klein are intended to be awarded as soon as practicable after the 2016 Annual General Meeting and in any event will not be awarded later than 12 months after the 2016 Annual General Meeting; and

5. refer also to disclosures #5-#8 under “Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 3” (pages 9 &10).

Member approval for Resolution 6 is sought under Listing Rule 10.14, and is not required under Listing Rule 7.1.

For the voting exclusions applicable to this Resolution 6, please refer to the ‘Entitlement to Vote’ section of the Notice of Annual General Meeting.

page 12

Board Recommendation

The Board, with Mr Klein abstaining, unanimously recommends that Members vote to approve Resolution 6.

Note – The Chairperson, who will be nominated pursuant to clause 7.5(d) of the Company’s Constitution for this Resolution, intends to vote all available proxies in favour of Resolution 6.

Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 7

To enable Member approval to be effectively obtained under ASX Listing Rule 10.14, the following disclosures are made pursuant to ASX Listing Rule 10.15:

1. Mr Conway is a director of the Company;

2. the maximum number of Additional Performance Rights that can be granted to Mr Conway under this approval is 6,694;

3. there is no loan proposed in relation to the proposed award of Additional Performance Rights to Mr Conway;

4. the Additional Performance Rights that are to be awarded to Mr Conway are intended to be awarded as soon as practicable after the 2016 Annual General Meeting and in any event will not be awarded later than 12 months after the 2016 Annual General Meeting; and

5. refer also to disclosures #5-#8 under “Disclosure for the purposes of ASX Listing Rule 10.15 regarding Resolution 3” (pages 9 &10).

Member approval for Resolution 7 is sought under Listing Rule 10.14, and is not required under Listing Rule 7.1.

For the voting exclusions applicable to Resolution 7, please refer to the ‘Entitlement to Vote’ section of the Notice of Annual General Meeting.

Board Recommendation

The Board, with Mr Conway abstaining, unanimously recommends that Members vote to approve Resolution 7.

Note – The Chairman intends to vote all available proxies in favour of Resolution 7.

Resolution 8 – Non-Executive Director Equity Plan

Members are being asked to approve the grants of Share Rights in FY2017, FY2018 and FY2019 to any Non-Executive Directors (NEDs) in office from time-to-time under the Non-Executive Director Equity Plan (NED Equity Plan).

Introduction

Following an independent review of the fees paid to the Company’s NEDs, the Board and the Remuneration Committee have decided that annual remuneration paid by Evolution to NEDs will be delivered partially in cash and partially in equity.

Structuring the remuneration of NEDs in this way will support the NEDs in building their shareholdings in Evolution. The proposed NED Equity Plan will help facilitate NEDs holding a “meaningful” shareholding in Evolution for all current and future NEDs.

Background

Evolution engaged Mercer Consulting (Australia) Pty Ltd (Mercer) to conduct a review of the NED fees. Evolution’s Board remuneration has been benchmarked against listed peer companies referencing data from the most recent financial results. Mercer concluded that the NEDs are being paid less than the 25[th] percentile in respect of both Board and all Committee fees. One exception to this finding was the fee payable to Nomination and Remuneration Committee Members which is slightly over the 25th percentile (current fee is $7,500p.a. and P=25th is $6,914p.a.).

In the interests of good governance, the Board has decided to increase the emoluments payable to NEDs by delivering equity rather than increasing the cash component. The Company notes that governance bodies are supportive of NEDs holding a meaningful shareholding in the companies on which they serve, and the proposed NED Equity Plan will help facilitate this for the NEDs. The Company also notes that the increases recommended by Mercer will only bring the fees into (or below the) line with the median peer group.

While there is no minimum shareholding policy, it is the Board’s intention that through the NED Plan, each NED will hold an equivalent of one year’s Directors fee (excluding committee fees) in equity through the award of equity. For the NEDs this equity proportion as a percentage of remuneration is 29.63%.

Overview of the NED Equity Plan

Under the NED Equity Plan, NEDs will be granted Share Rights as part of their remuneration. NEDs may instruct the Company to grant the Share Rights to a nominee controlled by the NED.

The number of Share Rights granted will be calculated in accordance with the following formula:

page 13

“Equity Amount” ($) for the financial year/Value per Share Right

Where:

• “Equity Amount” is an amount determined by the Board, having regard to level of board and committee fees paid in cash and independent advice received. For FY2017, the Equity Amount is $40,000 for each NED.

• the Value per Share Right = the volume weighted average market price of Evolution’s ordinary shares traded on the ASX over the 5 trading day period up to and including 30 June each year. For FY2017, the VWAMP used to determine the number of share rights to be granted to each NED (subject to shareholder approval) is $2.4542.

The Board has discretion to adjust the Equity Amount in future years. In addition, a NED may elect to receive a greater proportion of their fees as equity under the NED Equity Plan.

Providing the NED remains a director of Evolution, Share Rights will vest and automatically exercise 12 months after the grant date. The Share Rights to be granted to NEDs under the NED Equity Plan will not be subject to performance conditions or service requirements which could result in potential forfeiture. This is in-line with best practice governance standards, including the ASX Corporate Governance Council’s Principles, which recommend that non-executive directors generally should not receive equity with performance hurdles attached as it may lead to bias in their decision-making and compromise their objectivity.

Vested Share Rights will convert into ordinary shares on a one-for-one basis. Vested Share Rights will be satisfied by either issuing shares or arranging for shares to be acquired on-market, subject to the Evolution Securities Trading Policy and the inside information provisions of the Corporations Act.

Upon the transfer to the relevant NED, the shares will be subject to disposal restrictions (Disposal Conditions) under the earlier of:

• the NED ceasing to be a director of Evolution; and

• 3 years from the date of grant of the share rights or such longer period nominated by the NED at the time of the offer (up to a maximum 15 years from the date of grant),

(Restricted Shares).

There are no dividend or voting rights with respect to Share Rights until they are exercised. Restricted Shares will rank equally (in relation to dividend and other rights) with other fully paid ordinary shares.

Generally, Share Rights will lapse if a Participant ceases to be a Director of the Company.

In the event of a change of control:

• Share Rights will vest on pro rata basis from the date of grant and shares delivered upon the exercise of these vested Share Rights will not be subject to the Disposal Conditions; and

• all Disposal Conditions in respect of Restricted Shares ends.

If the capital of the Company is reconstructed, the number of Share Rights held by each NED may be adjusted such that the value of the Share Rights held prior to any reorganisation is restored.

If at any time the Board determines that the allocation of Share Rights or Restricted Shares would result in Evolution breach its constitution, any policy, any law, the ASX Listing Rules or is otherwise in appropriate in the circumstances, the Board may defer the allocation of rights or shares until a more suitable time or, in the case of share rights, pay a NED their fee in an equivalent cash amount.

If approval by Members is not given, the Board will have discretion which may include acquiring shares on market as permitted under ASX Listing Rule 10.15B and/or increasing the directors’ fees component payable in cash within the NED fee pool limit previously approved by Members.

Additional information

The Company provides the following additional information in respect of the proposed grant of equity to current NEDs under the NED Equity Plan for FY2017, FY2018 and FY2019.

• The maximum number of securities that may be acquired by current and future NEDs cannot be precisely calculated as it depends on:

• The amount of remuneration the Board determines to be paid in the form of Share Rights and, if applicable, any additional amount a NED elects to sacrifice to acquire Share Rights;

• The share price at the time when Share Rights are granted to NEDs; and

• The number of NEDs in office from time to time.

• there have been no prior awards made under the NED Equity Plan.

• all Non-Executive Directors (excluding Alternate Directors) being Mr Johnstone, Mr Sawiris, Mr Askew, Mr de Montessus, Mr Freestone and Mr McKeith are entitled to participate in the Plan.

page 14

• No loans will be made available in relation to the acquisition of Share Rights or Restricted Shares under the NED Equity Plan.

• Details of any securities issued under the NED Equity Plan will be published in each Annual Report of the Company relating to a period in which securities have been issued and that approval for the issue of securities was obtained under ASX Listing Rule 10.14.

• If Resolution 8 is approved, it is anticipated that NEDs will be able to participate in the NED Equity Plan from the time shareholder approval is granted. While it is intended that the NED Equity Plan will continue to operate indefinitely, new securities will only be issued under the NED Equity Plan up until 24 November 2019, unless shareholder approval for the issue of securities under the NED Equity Plan is refreshed prior to that date.

• As noted above, it is intended that Restricted Shares received on the automatic exercise of Share Rights under the NED Equity Plan will be satisfied through on-market purchases of shares at the prevailing market price.

• If approval is given by Members under Listing Rule 10.14, approval will not be required under ASX Listing Rule 7.1.

• If approval is given by Members under Listing Rule 10.14, any securities issue to a NED will not be calculated as a “directors’ fee” for the purposes of the total agreement amount of directors fees payable in accordance with Listing Rule 10.17.

Board Recommendation

The Executive Directors, Mr Klein and Mr Conway, both unanimously recommend that Members vote to approve Resolution 8.

Note – The Chairman of the Annual General Meeting intends to vote all available proxies in favour of Resolution 8.

page 15

==> picture [109 x 72] intentionally omitted <==

ACN 084 669 036

LODGE YOUR VOTE

ONLINE 

www.linkmarketservices.com.au

• BY MAIL

• Evolution Mining Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

BY FAX



+61 2 9287 0309

• BY HAND Link Market Services Limited 1A Homebush Bay Drive, Rhodes NSW 2138

• ALL ENQUIRIES TO Telephone: +61 1300 554 474

PROXY FORM I/We being a member(s) of Evolution Mining Limited and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or Meeting (mark box) body corporate you are appointing as your proxy or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the Annual General Meeting of the Company to be held at 11:00am on Thursday, 24 November 2016 at Sofitel Sydney Wentworth Hotel, 61-101 Phillip Street, Sydney NSW 2000 (the Meeting ) and at any postponement or adjournment of the Meeting. Important for Resolutions 1, 3, 4, 5, 6, 7 and 8: If the Chairman of the Meeting is your proxy, either by appointment or by default, and you have not indicated your voting intention below, you expressly authorise the Chairman of the Meeting to exercise the proxy in respect of Resolutions 1, 3, 4, 5, 6, 7 and 8, even though the Resolutions are connected directly or indirectly with the remuneration of a member of the Company’s Key Management Personnel ( KMP ). The Chairman of the Meeting intends to vote undirected proxies in favour of each item of business. (Note: You may direct the Chairman of the Meeting to vote against items 1, 3, 4, 5, 6, 7 and 8, or to abstain by marking the box/es below) VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolutions For Against Abstain * For Against Abstain * 5 Issue of Performance Rights to 1 Adoption of Remuneration Report Mr Lawrence (Lawrie) Conway 2 Re-election of Mr Colin Johnstone as 6 Issue of Additional Performance Director of the Company Rights to Mr Jacob (Jake) Klein

• 7 Issue of Additional Performance Rights to Mr Lawrence (Lawrie) Conway

• 3 Issue of Performance Rights to Mr Jacob (Jake) Klein

• 4 Issue of Retention Rights to 8 Awards under the Non-Executive Mr Jacob (Jake) Klein Director Equity Plan

• • If you mark the Abstain box for a particular Item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.

SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED

Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director

This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the Corporations Act 2001 (Cth).

EVN PRX1601C

HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM

YOUR NAME AND ADDRESS

LODGEMENT OF A PROXY FORM

This is your name and address as it appears on the Company’s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form.

This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 11:00am on Tuesday, 22 November 2016, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting.

APPOINTMENT OF PROXY

If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1.

Only Proxy Forms issued by the Company will be deemed valid and accepted by the Company.

Proxy Forms may be lodged using the reply paid envelope or:

If you leave this section blank, or your named proxy does not attend the Meeting, the Chairman of the Meeting will be your proxy. If your named proxy attends the Meeting but does not vote on a poll on a resolution in accordance with your directions, the Chairman of the Meeting will become your proxy in respect of that resolution. A proxy need not be a shareholder of the Company.

ONLINE



www.linkmarketservices.com.au

Login to the Link website using the holding details as shown on the Proxy Form. Select ‘Voting’ and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their “Holder Identifier” (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form).

PROXY VOTING BY THE CHAIRMAN OF THE MEETING

On a poll, the Chairman of the Meeting will vote directed proxies as directed and may vote undirected proxies as the Chairman of the Meeting sees fit. If the Chairman of the Meeting is your proxy or becomes your proxy by default, and you do not provide voting directions, then by submitting the Proxy Form you are expressly authorising the Chairman of the Meeting to exercise your proxy on resolutions that are connected directly or indirectly with the remuneration of KMP.

BY MOBILE DEVICE

QR Code

Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link www.linkmarketservices.com.au into your mobile device. Log in using the Holder Identifier and postcode for your shareholding. To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. BY MAIL  Evolution Mining Limited C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia

==> picture [63 x 64] intentionally omitted <==

DEFAULT TO CHAIRMAN OF THE MEETING scanning the QR code adjacent or enter the Any directed proxies that are not voted on a poll at the Meeting will default to the voting link www.linkmarketservices.com.au Chairman of the Meeting, who is required to vote those proxies as directed. Any into your mobile device. Log in using the Holder undirected proxies that default to the Chairman of the Meeting will be voted Identifier and postcode for your shareholding. according to the instructions set out in this Proxy Form, including where the To scan the code you will need a QR code Resolutions are connected directly or indirectly with the remuneration of KMP. reader application which can be downloaded VOTES ON ITEMS OF BUSINESS – PROXY APPOINTMENT for free on your mobile device. You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with BY MAIL such a direction unless you indicate only a portion of voting rights are to be voted  Evolution Mining Limited on any item by inserting the percentage or number of shares you wish to vote in C/- Link Market Services Limited the appropriate box or boxes. If you do not mark any of the boxes on the items of Locked Bag A14 business, your proxy may vote as he or she chooses. If you mark more than one Sydney South NSW 1235 box on an item your vote on that item will be invalid. Australia If you wish to appoint a Director (other than the Chairman) or other member of the KMP or their closely related parties, as your proxy, you must specify how they should vote on Resolutions 1, 3, 4, 5, 6, 7 and 8 by marking the appropriate box.  BY FAX If you do not, your proxy will not be able to exercise your vote for Resolutions 1, +61 2 9287 0309 3, 4, 5, 6, 7 and 8. APPOINTMENT OF A SECOND PROXY  BY HAND You are entitled to appoint up to two persons as proxies to attend the Meeting and delivering it to Link Market Services Limited vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form 1A Homebush Bay Drive may be obtained by telephoning the Company’s share registry or you may copy Rhodes NSW 2138 this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual:* where the holding is in one name, the holder must sign.

delivering it to Link Market Services Limited* 1A Homebush Bay Drive Rhodes NSW 2138

• During business hours (Monday to Friday, 9:00am–5:00pm)

Joint Holding: where the holding is in more than one name, either shareholder may sign.

Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.

Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001 ) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.

CORPORATE REPRESENTATIVES

If a representative of the corporation is to attend the Meeting the appropriate “Certificate of Appointment of Corporate Representative” should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company’s share registry or online at www.linkmarketservices.com.au.

IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.