Evolution Mining Limited

ACN 084 669 036

NOTICE OF ANNUAL GENERAL MEETING 2020

EXPLANATORY MEMORANDUM

SHAREHOLDER VOTING FORM

Date of Annual General Meeting

Thursday 26 November 2020

Time of Annual General Meeting 11.00am (Sydney time)

Virtual participation in Annual General Meeting

https://agmlive.link/EVN20

ABN 74 084 669 036

Sydney Office

P +61 2 9696 2900

F +61 2 9696 2901

Level 24

175 Liverpool Street

Sydney NSW 2000

www.evolutionmining.com.au

Dear Shareholders

On behalf on the Board of Directors, it is my pleasure to invite you to attend the 2020 Annual General Meeting (AGM) of Evolution Mining Limited (Evolution or Company). This year, the AGM will be held as a virtual meeting at 11.00am (Sydney time) on Thursday, 26 November 2020.

In response to Government restrictions on travel and large gatherings arising from health risks associated with the COVID-19 pandemic, and the health and safety of our shareholders, employees and community being of paramount importance, the Company's AGM will be held online this year as a virtual meeting. We recognise that the AGM is an important opportunity for shareholders to engage with the Company and its Board, and although shareholders will not be able to attend the 2020 AGM physically, we have adopted measures whereby shareholders and proxyholders are able to participate in the AGM through a secure online platform that will allow them to view a live webcast of the AGM, ask questions in relation to the business of the meeting and vote in real time during the meeting.

Items of Business

At the AGM, I will provide an overview of Evolution's performance during the financial year ended 30 June 2020 and an update on our strategy of inspired people creating a premier global mid-tier gold company. You will also hear from members of our Leadership Team on other matters important to Evolution, its shareholders and stakeholders.

The AGM also provides you with an opportunity to vote on matters important to you as a shareholder. You may choose to consider and vote on the following resolutions:

• The adoption of the FY20 Remuneration Report
• The election of three new Non-Executive Directors: Jason Attew, Peter Smith and Victoria (Vicky) Binns
• The re-election of three Non-Executive Directors: James (Jim) Askew, Thomas (Tommy) McKeith and Andrea Hall
• The granting of performance rights to the Executive Chairman, Jacob (Jake) Klein and Finance Director and CFO Lawrence (Lawrie) Conway
• The approval of the Evolution Employee Share Option and Performance Rights Plan

The Evolution Board recommends shareholders vote in favour of all resolutions. Further detail on each of these resolutions is set out in the Notice of Meeting.

Important notes regarding participation in virtual AGM

Shareholders, proxyholders and authorised representatives may participate in this year's AGM via the online meeting platform accessible at the following website address:

https://agmlive.link/EVN20

The online meeting platform will allow shareholders to cast their votes in real time during the meeting. However, if shareholders are unable to attend online or have concerns about their access to technology, we encourage shareholders to submit their votes directly in advance of the meeting or to appoint a proxy to attend and vote as directed on their behalf, either by accessing our share registry's website at www.linkmarketservices.com.auand following the prompts, or by following the instructions in the voting form. You can cast your proxy by filling out the proxy form and mailing it back in the reply-paid envelope provided, or by lodging your proxy appointment online at www.investorcentre.linkmarketservices.com.au. Proxy appointments must be received by 11.00am (Sydney time) on Tuesday, 24 November 2020.

Further information on how to participate virtually is set out in the Notice of Meeting and Online Platform Guide which have been lodged with the ASX and posted on the Evolution website at https://evolutionmining.com.au/asx-announcements/.

The Guide explains how you can check that your browser is compatible with the online meeting platform, as well as a step-by-step guide to successfully log in and navigate the site.

Further information

Evolution is closely monitoring developments and government advice in relation to the COVID-19 pandemic and shareholders are encouraged to monitor Evolution's website at https://evolutionmining.com.au/asx- announcements/and the ASX for any important announcements from the Company in relation to this year's AGM.

We look forward to your virtual attendance and the opportunity to engage with you at our 2020 AGM.

Yours Sincerely

Jacob (Jake) Klein

Executive Chairman

Evolution Mining Limited

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