Evolution Mining : 2016 Notice of Meeting and Proxy Form

24 November 2016

11.00am (Sydney time)

Sofitel Sydney Wentworth Hotel 61-101 Phillip Street

Sydney NSW 2000

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

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).

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."

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:

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

2. 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:

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

2. the vote is cast by the Chairman of the Meeting and the appointment of the Chairman as proxy:

3. does not specify the way the proxy is to vote on the resolution; and

4. 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.

5. "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:

6. 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

7. 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: