UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

STILLWATER MINING COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☐	No fee required.
☒	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies: Stillwater Mining Company common stock, par value $0.01 per share.
	(2)	Aggregate number of securities to which transaction applies: The maximum number of shares of common stock to which this transaction applies is estimated to be 121,845,468, which consists of (a) 121,233,808 shares of common stock outstanding and (b) 611,660 shares of common stock issuable pursuant to outstanding equity awards, as described in Item 3 below.
	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 121,233,808 shares of common stock and the per share merger consideration of $18.00; (b) the product of (i) 49,218 shares of common stock issuable upon exercise of options to purchase shares of common stock and (ii) the difference between the per share merger consideration of $18.00 and the weighted average exercise price of such options of $16.05; and (c) the product of 562,442 shares of common stock representing time-based and performance-based restricted stock units (in the case of performance-based restricted stock units, assuming fulfillment of all applicable performance targets) and the per share merger consideration of $18.00.
	(4)	Proposed maximum aggregate value of transaction: $2,192,428,476
	(5)	Total fee paid: $254,103
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(3)	Filing Party:
	(4)	Date Filed:

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED JANUARY 24, 2017

[                    ], 2017

Dear shareholders:

You are cordially invited to attend the annual meeting of the shareholders of Stillwater Mining Company (“Stillwater”), which we will hold at 555 17th Street, Suite 3200, Denver, Colorado 80202, on [                    ], 2017, at [    ] a.m. local time.

At the annual meeting, our shareholders will be asked to consider and vote on a proposal to adopt the merger agreement that we entered into on December 9, 2016 providing for the acquisition of Stillwater by Sibanye Gold Limited. If the merger agreement is adopted and the merger is completed, each Stillwater common share will be converted into the right to receive the merger consideration of $18.00 per share in cash, without interest and subject to applicable withholding taxes. The $18.00 per share price represents a 61% premium to Stillwater’s volume-weighted average share price over the 52 weeks prior to the announcement of the transaction, a 25% premium to its volume-weighted share price over the 30 trading days prior to the announcement and a 23% premium to its closing share price on December 8, 2016, the last trading day prior to signing the merger agreement.

Your vote is very important. The merger cannot be completed unless a majority of the outstanding Stillwater common shares is voted in favor of the proposal to adopt the merger agreement.

In connection with the merger agreement proposal, our shareholders will also be asked to consider and vote on an advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to Stillwater’s named executive officers in connection with the merger.

The completion of the merger is subject to various conditions, and there can be no assurance as to whether these conditions will be satisfied or, if so, as to the timing thereof. Accordingly, at the meeting, we will also consider matters we typically present for shareholder action at our annual shareholder meetings: the election of seven director nominees, the ratification of the appointment of KPMG LLP as Stillwater’s independent registered public accounting firm for 2017, the advisory (non-binding) proposal to approve Stillwater’s named executive officer compensation for 2017, the advisory (non-binding) vote on the frequency of holding future advisory votes on executive officer compensation and the adoption of Stillwater’s equity incentive plan. Finally, our shareholders will be asked to approve the adjournment of the annual meeting if necessary or appropriate, including for the purpose of soliciting additional proxies or in the absence of a quorum.

The Stillwater board of directors unanimously recommends that our shareholders vote “FOR” all of the proposals listed above (with the exception of the advisory (non-binding) vote or the frequency of holding future advisory votes on executive officer compensation for which the board of directors unanimously recommends an annual vote).

If you have any questions about the annual meeting or the merger after reading the accompanying proxy statement, you may contact Okapi Partners LLC, our proxy solicitor, by e-mail at swcinfo@okapipartners.com. Shareholders may call the toll-free number at (877) 279-2311, and banks and brokers may call (212) 297-0720, in each case to reach Okapi Partners LLC.

On behalf of the entire board of directors, I want to thank you for your continued support.

Sincerely,

[                    ]

Brian D. Schweitzer

Chairman of the board of directors

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the merger, passed upon the merits or fairness of the merger, the merger agreement or the other transactions contemplated thereby or passed upon the adequacy, accuracy or completeness of the disclosure in this document. Any representation to the contrary is a criminal offense.

This proxy statement is dated [                    ], 2017 and is first being mailed to shareholders on or about [                    ], 2017.

STILLWATER MINING COMPANY

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Date:	[                    ], 2017
Time:	[            ] local time
Place:	555 17th Street, Suite 3200, Denver, Colorado 80202
Record Date:	[            ] (only shareholders of record as of [                    ], 2017 are entitled to notice of and to vote at the meeting and any adjournments or postponements thereof)

Meeting Agenda:

To consider and vote upon the following proposals:

1. to adopt the agreement and plan of merger, dated December 9, 2016 (as it may be amended from time to time, the “merger agreement”), among Stillwater Mining Company (“Stillwater”), Sibanye Gold Limited, a public company organized under the laws of South Africa (“Sibanye”), Thor US Holdco Inc., a Delaware corporation and an indirect wholly owned subsidiary of Sibanye (“US Holdco”), and Thor Mergco Inc., a Delaware corporation and a direct wholly owned subsidiary of US Holdco (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Stillwater (the “merger”);

2. to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger;

3. to elect the seven director nominees named in the attached proxy;

4. to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017;

5. to conduct an advisory (non-binding) vote on named executive officer compensation for 2017;

6. to conduct an advisory (non-binding) vote on the frequency of holding future advisory votes on executive officer compensation;

7. to approve the Company’s equity incentive plan;

8. to conduct such other business properly presented at the meeting or any postponements or adjournments thereof; and

9. to approve the adjournment of the annual meeting, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposals presented or in the absence of a quorum.

Please vote your shares.

We encourage shareholders to vote promptly. If you fail to vote, or abstain from voting, the effect will be the same as a vote “AGAINST” the adoption of the merger agreement, and, with respect to shares that are present at the meeting or represented by proxy, the effect will be the same as a vote “AGAINST” the other proposals.

You may vote in the following ways:

By Telephone	By Internet	By Mail	In Person
In the U.S. or Canada you can vote your shares by calling the number on the enclosed proxy card.	You can vote your shares online at www.proxyvote.com. You will need the 12-digit control number on the enclosed proxy card.	You can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.	You can vote in person at the annual meeting. Please refer to the section captioned “The Annual Meeting —Date, Time and Place of the Annual Meeting” for further information regarding attending the annual meeting.

This proxy statement is dated [                    ], 2017 and is first being mailed to shareholders on or about [                    ], 2017.

The Stillwater board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Stillwater and its shareholders and approved the merger agreement and the merger. The Stillwater board of directors unanimously recommends that the shareholders of Stillwater vote “FOR” all of the proposals listed above (with the exception of the advisory (non-binding) vote on the frequency of holding future advisory votes on executive officer compensation, for which the board of directors unanimously recommends an annual vote). If you sign, date and return your proxy card without indicating how you wish to vote on a proposal, your proxy will be voted “FOR” each of the foregoing proposals in accordance with the recommendation of the Stillwater board of directors.

Your vote is important, regardless of the number of common shares you own. The adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding common shares entitled to vote at the annual meeting and is a condition to the completion of the merger. The approval of each of the other proposals requires the affirmative vote of holders of a majority of the common shares having voting power and present in person or represented by proxy at the annual meeting.

Under Delaware law, shareholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of Stillwater as determined by the Delaware Court of Chancery if the merger is completed, but only if they submit a written demand for an appraisal before the vote on the proposal to adopt the merger agreement and otherwise comply with the other Delaware law procedures explained in the accompanying proxy statement. See the section captioned “Appraisal Rights.”

You may revoke your proxy at any time before the vote at the annual meeting by following the procedures outlined in the accompanying proxy statement.

The accompanying proxy statement provides a detailed description of the annual meeting and the matters to be considered at the annual meeting, including the adoption of the merger agreement. We urge you to read the accompanying proxy statement, including any documents incorporated by reference, and the annexes carefully and in their entirety. If you have any questions concerning the meeting, the merger or the accompanying proxy statement of which this notice forms a part, would like additional copies of the accompanying proxy statement or need help voting your Stillwater common shares, please contact Okapi Partners LLC, Stillwater’s proxy solicitation firm, at:

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Banks and Brokers, Please Call: (212) 297-0720

Shareholders and All Others, Please Call Toll-Free: (877) 279-2311

Before voting your shares, we urge you to, and you should, read the entire proxy statement carefully, including its annexes and the documents incorporated by reference in the proxy statement.

By order of the board of directors,

Brent R. Wadman

Vice President, Legal Affairs & Corporate Secretary

Littleton, Colorado

[                    ], 2017

TABLE OF CONTENTS

	Page
SUMMARY TERM SHEET RELATED TO THE MERGER		1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER		11
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS		18
THE ANNUAL MEETING THE PARTIES		19 24
Stillwater Mining Company		24
Sibanye Gold Limited		24
Thor US Holdco Inc. Thor Mergco Inc.		24 24
PROPOSAL 1: THE MERGER		25
The Merger; Effects of the Merger		25
Background of the Merger		25
Reasons for the Merger; Recommendation of the Stillwater Board of Directors		31
Certain Stillwater Unaudited Prospective Financial Information		33
Opinion of Stillwater’s Financial Advisor		36
Financing		43
Interests of the Company’s Directors and Executive Officers in the Merger		43
Material U.S. Federal Income Tax Consequences of the Merger		47
Regulatory Approvals		50
Delisting and Deregistration of Company Common Shares		50
THE MERGER AGREEMENT		51
PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION		73
PROPOSAL 3: ELECTION OF DIRECTORS		74
Election Process		74
Director Qualifications		74
Board Tenure		74
Nominees for Election		75
BOARD OF DIRECTORS AND COMMITTEES		79
Attendance of Directors		79
Director Independence		79
Committees		80
Candidate Selection Process		82
Nomination Process		82
Business Ethics and Code of Conduct		83
Board Oversight of Risk		83
Review of Compensation Risk		83
Compensation Committee Interlocks and Insider Participation		84
Shareholder Communication with Directors		84
Director Compensation		84
2016 DIRECTOR COMPENSATION		85
COMPENSATION DISCUSSION AND ANALYSIS		86
Company Performance for 2016		86
Elements of 2016 Total Compensation		89
Compensation Structure		90
Impact of Tax and Accounting		100
Stock Ownership Guidelines		101
Pledging and Hedging Policy		101

	Page
Claw-Back Policy		102
Timing and Pricing of Equity Grants		102
Consideration of Prior Amounts Realized		102
COMPENSATION COMMITTEE REPORT		103
SUMMARY COMPENSATION TABLE		104
2016 GRANTS OF PLAN BASED AWARDS		105
2016 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END		105
2016 OPTIONS EXERCISED AND STOCK VESTED		106
PENSION BENEFITS		106
2016 NON-QUALIFIED DEFERRED COMPENSATION		106
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL		108
EXECUTIVE COMPENSATION, OTHER COMPENSATION AND POTENTIAL PAYMENTS INFORMATION		113
Employment Agreements		113
Equity Incentive Plans and Award Agreements		115
Section 16(a) Beneficial Ownership Reporting Compliance		116
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		117
AUDIT COMMITTEE REPORT		118
PROPOSAL 4: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		120
PROPOSAL 5: ADVISORY VOTE ON EXECUTIVE OFFICER COMPENSATION		121
PROPOSAL 6: ADVISORY VOTE ON FREQUENCY OF FUTURE VOTES ON EXECUTIVE OFFICER COMPENSATION		122
PROPOSAL 7: EQUITY INCENTIVE PLAN		123
PROPOSAL 8: VOTE ON ADJOURNMENT		130
MARKET PRICE OF THE COMPANY’S COMMON STOCK		131
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		132
APPRAISAL RIGHTS		134
MULTIPLE SHAREHOLDERS SHARING ONE ADDRESS		139
SUBMISSION OF SHAREHOLDER PROPOSALS		140
WHERE YOU CAN FIND ADDITIONAL INFORMATION		141

SUMMARY TERM SHEET RELATED TO THE MERGER

This summary highlights selected information contained in this proxy statement, including with respect to the merger agreement and the merger. We encourage you to read carefully this entire proxy statement, its annexes and the documents referred to or incorporated by reference in this proxy statement, as this summary may not contain all of the information that may be important to you in determining how to vote. We have included page references to direct you to a more complete description of the topics presented in this summary. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section captioned “Where You Can Find Additional Information.”

The Parties (page 24)

Stillwater Mining Company

Stillwater Mining Company, referred to in this proxy statement as “Stillwater,” the “Company,” “we,” “our” or “us,” is a Delaware corporation, incorporated in 1992 and headquartered in Littleton, Colorado. Stillwater’s common stock is listed for trading on the New York Stock Exchange (“NYSE”) under the symbol “SWC.” Stillwater is engaged in the development, extraction, processing, smelting and refining of palladium, platinum and associated metals (“platinum group metals” or “PGMs”) produced by mining a geological formation in south-central Montana known as the J-M Reef and recycling spent catalytic converters and other industrial sources. The Company is also engaged in expanding its mining development along the J-M Reef and holds exploration-stage properties at the Marathon PGM copper property adjacent to Lake Superior in northern Ontario, Canada and at the Altar copper-gold property in San Juan province, Argentina.

Additional information about Stillwater is contained in its public filings, which are incorporated by reference herein. See the sections captioned “Where You Can Find Additional Information” and “The Parties — Stillwater Mining Company.”

Sibanye Gold Limited

Sibanye Gold Limited, referred to in this proxy statement as “Sibanye,” is an independent mining group domiciled in and focused on South Africa. Sibanye currently owns and operates gold, uranium and PGM operations and projects throughout the Witwatersrand Basin and the western limb of the Bushveld Complex in South Africa. In addition, Sibanye is a 50% joint venture partner in Mimosa, a PGM operation in Zimbabwe. Sibanye’s corporate office is located close to Westonaria, in the province of Gauteng, near its West Wits operations. Sibanye has a primary listing on the Johannesburg Stock Exchange (“JSE”) under the symbol “SGL” and has a secondary American depositary receipt (“ADR”) listing on the NYSE under the symbol “SBGL.” As of December 31, 2016, the Sibanye group of companies employed approximately 62,500 employees. See the section captioned “The Parties — Sibanye Gold Limited.”

Thor US Holdco Inc.

Thor US Holdco Inc., referred to in this proxy statement as “US Holdco,” is a Delaware corporation and an indirect wholly owned subsidiary of Sibanye. US Holdco is the direct parent of Merger Sub and, following the completion of the merger, will be the direct parent of Stillwater. See the section captioned “The Parties — Thor US Holdco Inc.”

Thor Mergco Inc.

Thor Mergco Inc., referred to in this proxy statement as “Merger Sub,” is a Delaware corporation and a direct wholly owned subsidiary of US Holdco formed solely for the purpose of effecting the merger. Upon the completion of the merger, the separate corporate existence of Merger Sub will cease. See the section captioned “The Parties — Thor Mergco Inc.”

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Proposal 1: The Merger (page 25)

You will be asked to consider and vote upon the proposal to adopt the agreement and plan of merger, dated as of December 9, 2016, among Stillwater, Sibanye, US Holdco and Merger Sub, which, as it may be amended from time to time, is referred to in this proxy statement as the “merger agreement.” A copy of the merger agreement is attached as Annex A. The merger agreement provides, among other things, that subject to the satisfaction or waiver of specified conditions, at the effective time of the merger, Merger Sub will be merged with and into Stillwater, with Stillwater surviving the merger. We sometimes refer to Stillwater in this proxy statement after the merger as the “surviving corporation.”

In the merger, each share of common stock, par value $0.01 per share, of Stillwater (the “common shares,” the “Company common shares” or the “Stillwater common shares”) issued and outstanding immediately before the effective time of the merger (other than Stillwater common shares owned by Stillwater, Merger Sub, Sibanye and any direct or indirect subsidiaries of Sibanye or Stillwater, or Stillwater common shares with respect to which appraisal rights are validly exercised and not lost in accordance with Delaware law) will be converted into the right to receive $18.00 in cash per share (the “merger consideration”), without interest and subject to any applicable withholding taxes. Upon completion of the merger, Stillwater will be an indirect wholly owned subsidiary of Sibanye, the Stillwater common shares will no longer be publicly traded and Stillwater’s existing shareholders will cease to have any ownership interest in Stillwater.

Treatment of Equity Awards (page 43)

Stock Options. At the effective time of the merger, each stock option, whether vested or unvested, that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive a cash amount equal to the product of (1) the total number of Stillwater common shares subject to such option and (2) the excess, if any, of the merger consideration over the per share exercise price of such stock option, without interest and subject to applicable withholding taxes. Any such option with respect to which the per share exercise price is equal to or greater than the merger consideration will be canceled in exchange for no consideration, in accordance with the Company’s equity incentive plan.

Performance-Based Restricted Stock Unit Awards. At the effective time of the merger, each performance-based restricted stock unit award (“PSU”), other than those granted in 2017, whether vested or unvested, that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive a cash amount equal to the product of (1) the total number of Stillwater common shares subject to such award (at the 150% performance level) and (2) the merger consideration, without interest and subject to applicable withholding taxes.

Other Restricted Stock Unit Awards. At the effective time of the merger, each restricted stock unit award not subject to any performance-based vesting conditions (“RSU”), other than those granted in 2017, whether vested or unvested, that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive a cash amount equal to the product of (1) the total number of Stillwater common shares subject to such award and (2) the merger consideration, without interest and subject to applicable withholding taxes.

2017 Grants. The merger agreement permits Stillwater to grant equity incentive awards in 2017 at levels substantially consistent with 2016 levels. The vesting of these awards will not accelerate upon the occurrence of the merger, but will vest in accordance with the terms of the awards, unless the employment of the holder of such an award is terminated by Stillwater without cause or is terminated by the holder for good reason. See the section captioned “The Merger Agreement — Treatment of Equity Awards.”

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Conditions to the Merger (page 68)

The respective obligations of Stillwater, Sibanye, US Holdco and Merger Sub to complete the merger are subject to the satisfaction or waiver on or prior to the effective time of the following conditions:

• the adoption of the merger agreement by the holders of a majority of the outstanding Stillwater common shares entitled to vote thereon (the “requisite Stillwater vote”);

• the approval of the merger by the holders of a majority of Sibanye’s shares present and voting at a general meeting of Sibanye shareholders (the “Sibanye merger shareholder approval”);

• the approval of the related issuance of shares by Sibanye in the rights offering by the holders of more than 75% of Sibanye’s shares present and voting at a general meeting of Sibanye shareholders (the “Sibanye rights offering shareholder approval”);

• the expiration or earlier termination of the waiting period applicable to the completion of the merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act,” and, such expiration or earlier termination, the “HSR Act clearance”), which early termination was granted prior to the date of this proxy statement;

• the completion of the Committee on Foreign Investment in the United States (“CFIUS”) process, as described in the sections captioned “Proposal 1: The Merger — Regulatory Approvals” and “The Merger Agreement — Efforts to Obtain Regulatory Approvals” (the “CFIUS clearance”);

• the approval of the South African Reserve Bank, as described in the sections captioned “Proposal 1: The Merger — Regulatory Approvals” and “The Merger Agreement — Efforts to Obtain Regulatory Approvals” (the “SARB approval”); and

• the absence of any order, judgment, injunction, law or other legal restraint prohibiting the completion of the merger.

The obligation of Sibanye, US Holdco and Merger Sub to complete the merger is subject to the satisfaction or waiver at or prior to the closing of the following additional conditions:

• the representations and warranties of Stillwater set forth in the merger agreement being true and correct when made and at and as of the closing date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must be so true and correct as of such specific date only), generally subject to a “material adverse effect” or other qualification provided in the merger agreement;

• the performance by, and compliance in all material respects with, all covenants required to be performed or complied with by Stillwater under the merger agreement at or prior to the closing;

• the absence of any effects since December 9, 2016 that have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Stillwater; and

• the receipt by Sibanye at closing of a certificate signed on behalf of Stillwater by an executive officer of Stillwater certifying that the conditions set forth in the three immediately preceding bullet points have been satisfied.

The obligation of Stillwater to complete the merger is subject to the satisfaction or waiver at or prior to the closing of the following additional conditions:

• the representations and warranties of Sibanye, US Holdco and Merger Sub set forth in the merger agreement being true and correct when made and at and as of the closing date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must be so true and correct as of such specific date only), except for such failures to be true and correct that would not, individually or in the

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aggregate, have a material adverse effect on the ability of Sibanye or Merger Sub to complete the merger or pay the merger consideration;

• the performance by, and compliance in all material respects with, all covenants required to be performed or complied with by each of Sibanye, US Holdco and Merger Sub under the merger agreement at or prior to the closing; and

• the receipt by Stillwater at closing of a certificate signed on behalf of Sibanye by an executive officer of Sibanye certifying that the conditions set forth in the two immediately preceding bullet points have been satisfied.

Closing and Effective Time of the Merger (page 52)

Unless otherwise agreed, the closing of the merger will take place on the fourth business day following the date on which the conditions to closing, other than those conditions that by their terms cannot be satisfied until the closing (but subject to the satisfaction or waiver of those conditions at the closing), have been satisfied or, to the extent permitted by applicable law, waived.

As of the date of this proxy statement, we expect to complete the merger in the second quarter of 2017. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described above and include various regulatory clearances and approvals. It is possible that factors outside the control of Stillwater or Sibanye could delay the completion of the merger, or prevent it from being completed at all, and there may be a substantial amount of time between the shareholders’ meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

Reasons for the Merger; Recommendation of the Stillwater Board of Directors (page 31)

After careful consideration, the Stillwater board of directors unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Stillwater and its shareholders, and approved the merger agreement and the merger (the “Stillwater board recommendation”). The Stillwater board of directors unanimously recommends that the shareholders of Stillwater vote “FOR” the proposal to adopt the merger agreement and “FOR” the proposal to approve the adjournment of the annual meeting, if necessary or appropriate, including to solicit additional proxies or in the absence of a quorum to adopt the merger agreement.

For a description of the factors that the Stillwater board of directors considered in resolving to recommend that the Stillwater shareholders vote to adopt the merger agreement, see the section captioned “Proposal 1: The Merger — Reasons for the Merger; Recommendation of the Stillwater Board of Directors.”

Opinion of Stillwater’s Financial Advisor (page 36)

In connection with the merger, Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”), Stillwater’s financial advisor, delivered to the Stillwater board of directors a written opinion, dated December 8, 2016, as to the fairness, from a financial point of view and as of the date of the opinion, of the merger consideration to be received by holders of Stillwater common shares (other than Stillwater, Merger Sub, Sibanye and any direct or indirect subsidiaries of Sibanye or Stillwater and the holders of dissenting shares). The full text of the written opinion, dated December 8, 2016, of BofA Merrill Lynch, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. BofA Merrill Lynch provided its opinion to the Stillwater board of directors (in its capacity as such) for the benefit and use of the Stillwater board in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the

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merger, and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Stillwater or in which Stillwater might engage or as to the underlying business decision of Stillwater to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger or any related matter.

For further information, see the section captioned “Proposal 1: The Merger — Opinion of Stillwater’s Financial Advisor” and Annex B.

Interests of the Company’s Directors and Executive Officers in the Merger (page 43)

In considering the Stillwater board recommendation that Stillwater shareholders vote in favor of the adoption of the merger agreement, Stillwater shareholders should be aware that the directors and executive officers of Stillwater have potential interests in the proposed merger that may be different from or in addition to the interests of Stillwater shareholders generally. The Stillwater board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Stillwater’s shareholders vote in favor of the adoption of the merger agreement. These interests include:

• Any Stillwater stock options, PSUs and RSUs outstanding when the merger agreement was executed that remain outstanding when the merger is completed will vest upon completion of the merger and be settled for the merger consideration (in the case of stock options, minus the exercise price and for PSUs, assuming a 150% performance level) as soon as reasonably practicable after the effective time of the merger. The vesting of PSUs and RSUs granted in 2017 will not be accelerated by the merger, and such awards will vest and pay out only if the service and performance conditions applicable thereto are satisfied or in the event that the holder of such an award is terminated after the merger by Stillwater without cause or terminates employment after the merger with good reason (each as may be defined in such award);

• Certain agreements with Stillwater’s executive officers provide for severance benefits upon a qualifying termination of employment whether or not the termination of employment after a change of control of Stillwater is in connection with a change of control; and

• Stillwater’s directors and executive officers are entitled to continued indemnification and insurance coverage after the merger is completed.

For a more complete description of these interests, see the sections captioned “Proposal 1: The Merger —Interests of the Company’s Directors and Executive Officers in the Merger” and “The Merger Agreement —Treatment of Equity Awards.”

Financing (page 43)

There is no financing condition to the merger. In connection with the execution of the merger agreement, Sibanye and Merger Sub, among others, entered into a bridge facilities agreement pursuant to which the lenders thereunder have agreed to provide debt financing for the merger, consisting of a $2.65 billion senior unsecured bridge loan facility. The obligation of the lenders to provide this debt financing is subject to a number of customary conditions, of which the conditions precedent to the effectiveness of definitive documentation for such financing have been satisfied, as evidenced by a letter issued by the agent on December 9, 2016. It is a condition to the debt financing that Sibanye obtain the rights offering shareholder approval. See the section captioned “Proposal 1: The Merger — Financing.”

Material U.S. Federal Income Tax Consequences of the Merger (page 47)

U.S. Holders. If you are a “U.S. holder,” the receipt of cash in exchange for Stillwater common shares pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes and may also be a

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taxable transaction under applicable state, local or non-U.S. income or other tax laws, as described in the section captioned “Proposal 1: The Merger — Material U.S. Federal Income Tax Consequences of the Merger.”

Non-U.S. Holders. If you are a “non-U.S. holder,” the receipt of cash in exchange for Stillwater common shares pursuant to the merger may be a taxable transaction for U.S. federal income tax purposes and may also be subject information reporting and backup withholding, as described in the section captioned “Proposal 1: The Merger —Material U.S. Federal Income Tax Consequences of the Merger.”

You should consult your own tax advisor regarding the particular tax consequences to you of the exchange of Stillwater common shares for cash pursuant to the merger in light of your particular circumstances (including the application and effect of any state, local or non-U.S. income and other tax laws).

Regulatory Approvals (page 50)

CFIUS Clearance. Completion of the merger is also subject to CFIUS clearance pursuant to the Defense Protection Act of 1950, as amended, as described in the section captioned “The Merger Agreement — Efforts to Obtain Regulatory Approvals.” Stillwater and Sibanye filed a joint voluntary notice for CFIUS clearance on January 18, 2017.

SARB Approval. Completion of the merger is further subject to the SARB approval, as described in the section captioned “The Merger Agreement — Efforts to Obtain Regulatory Approvals.”

HSR Act Clearance. The waiting period under the HSR Act has expired prior to the date of this proxy statement.

Commitments to Obtain Approvals. The merger agreement generally requires each of Stillwater and Sibanye to cooperate with each other and use its reasonable best efforts to take all actions and do all things reasonably necessary to obtain the CFIUS clearance and SARB approval in order to complete the merger as promptly as practicable, as described in the section captioned “The Merger Agreement — Efforts to Obtain Regulatory Approvals.”

Appraisal Rights (page 134)

Under Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”), Stillwater shareholders who do not vote for the adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares in cash as determined by the Delaware Court of Chancery, but only if they comply fully with all of the applicable requirements of the DGCL, which are summarized in this proxy statement. Any appraisal amount determined by the court could be more than, the same as, or less than the value of the merger consideration. Any shareholder intending to exercise appraisal rights must, among other things, submit a written demand for appraisal to the Company before the vote on the adoption of the merger agreement and must not vote or otherwise submit a proxy in favor of adoption of the merger agreement. Failure to follow exactly the procedures specified under the DGCL will result in the loss of appraisal rights. Because of the complexity of the DGCL relating to appraisal rights, if you are considering exercising your appraisal rights, we encourage you to seek the advice of your own legal counsel. Please see the section captioned “Appraisal Rights.” The discussion of appraisal rights contained in this proxy statement is not a full summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is attached to this proxy statement as Annex C.

Delisting and Deregistration of Company Common Shares (page 50)

Following the completion of the merger, Stillwater common shares will be delisted from the NYSE and the registration of Stillwater common shares under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be terminated.

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Non-Solicitation by Stillwater (page 59)

Prior to the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms, and except as expressly permitted by the merger agreement, Stillwater has agreed not to, and to cause its subsidiaries and representatives and its and their respective directors, officers, employees and other representatives not to:

• initiate, solicit or knowingly take any action to encourage, or knowingly facilitate the submission or making of, any acquisition proposal, or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to or result in an acquisition proposal, as described in the section captioned “The Merger Agreement — Non-Solicitation by Stillwater”;

• subject to limited exceptions, participate or engage in negotiations or discussions with, or furnish any information concerning Stillwater or any of its subsidiaries to, any third party relating to an acquisition proposal or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to or result in an acquisition proposal;

• enter into any written or oral contract relating to an acquisition proposal; or

• resolve or agree to do any of the foregoing.

However, before the requisite Stillwater vote is obtained, in response to a bona fide acquisition proposal that was made after the date of the merger agreement and did not result from any breach of the non-solicitation provisions of the merger agreement, Stillwater may engage in negotiations or discussions with, or furnish any information to, any third party making such acquisition proposal and its representatives if, and only if, the Stillwater board of directors determines in good faith, after consultation with its outside independent financial and legal advisors, that such acquisition proposal constitutes, or could reasonably be expected to result in, a “superior proposal,” subject to compliance with various requirements set forth in the merger agreement, as described in the section captioned “The Merger Agreement — Non-Solicitation by Stillwater.”

Changes in the Stillwater Board Recommendation (page 61)

The Stillwater board of directors has unanimously recommended that Stillwater shareholders vote “FOR” the proposal to adopt the merger agreement. The merger agreement permits the Stillwater board of directors to effect a “Stillwater adverse recommendation change” only in response to a superior proposal or an “intervening event” that is unrelated to an acquisition proposal, subject to compliance with the requirements of the merger agreement, as described in the section captioned “The Merger Agreement — Changes in the Stillwater Board Recommendation.”

Termination of the Merger Agreement (page 69)

The merger agreement may be terminated at any time prior to the effective time of the merger in the following circumstances:

• by mutual written agreement of Stillwater and Sibanye, by action of their respective boards of directors;

• by either Stillwater or Sibanye if:

• the merger has not been completed on or before 5:00 p.m. Eastern Time on June 30, 2017, subject to extension in certain circumstances (such date, as it may be extended, the “end date”), as described in the section captioned “The Merger Agreement — Termination of the Merger Agreement”;

• the requisite Stillwater vote has not been obtained at the Stillwater shareholders’ meeting or at any adjournment or postponement thereof, in each case, at which a vote on such adoption was taken;

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• the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval has not been obtained at the general meeting of the Sibanye shareholders or at any adjournment or postponement thereof, in each case, at which a vote on such approval was taken; or

• a final, non-appealable law, order, judgment or injunction or other action permanently restraining, enjoining or otherwise prohibiting the merger has been issued or taken by a court of competent jurisdiction or a governmental entity; or

• by Sibanye if:

• prior to requisite Stillwater vote, (1) the Stillwater board of directors has effected a Stillwater adverse recommendation change, as described in the section captioned “The Merger Agreement —Changes in the Stillwater Board Recommendation,” (2) Stillwater has deliberately violated or breached in any material respect its non-solicitation obligations, as described in the section captioned “The Merger Agreement — Non-Solicitation by Stillwater,” or its obligation not to change the Stillwater board recommendation, as described in the section captioned “The Merger Agreement — Changes in the Stillwater Board Recommendation,” or (3) Stillwater has deliberately violated or breached its obligations regarding its proxy statement and shareholders’ meeting, as described in the section captioned “The Merger Agreement — Shareholders’ Meeting,” in a manner that has a material adverse impact on the timing of, or the ability to, obtain the requisite Stillwater vote; or

• Stillwater has breached or failed to perform any of its covenants or any of its representations or warranties fails to be true and correct, which (1) would give rise to the failure of the applicable closing conditions to be satisfied and (2) is either incapable of being cured or has not been cured by Stillwater within 30 calendar days after written notice thereof has been given by Sibanye to Stillwater, except that Sibanye may not terminate the merger agreement if Sibanye or Merger Sub is in material breach of the merger agreement; or

• by Stillwater if:

• prior to the Sibanye merger shareholder approval and the Sibanye rights offering shareholder approval, (1) Sibanye’s board of directors has effected a Sibanye adverse recommendation change as described in the section captioned “The Merger Agreement — Sibanye Recommendation,” or (2) Sibanye has deliberately violated or breached its obligations regarding its shareholder circular and shareholders’ meeting as described in the section captioned “The Merger Agreement —Shareholders’ Meeting” in a manner that has a material adverse impact on the timing of, or the ability to obtain, the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval; or

• Sibanye has breached or failed to perform any of its covenants or any of its representations or warranties fails to be true and correct, which (1) would give rise to the failure of the applicable closing conditions to be satisfied and (2) is either incapable of being cured or has not been cured by Sibanye within 30 calendar days after written notice thereof has been given by Stillwater to Sibanye, except that Stillwater may not terminate the merger agreement if Stillwater in material breach of the merger agreement.

For further information, see the section captioned “The Merger Agreement — Termination of the Merger Agreement.”

Stillwater Termination Fee; Expense Reimbursement (page 70)

Stillwater will be required to pay a termination fee of $16.5 million to Sibanye and reimburse Sibanye for up to $10.0 million of reasonable and documented out-of-pocket fees and expenses incurred by Sibanye:

• if all three of the following conditions are satisfied:

• Sibanye terminates the merger agreement in accordance with the terms thereof due to a breach by Stillwater, or either Sibanye or Stillwater terminates the merger agreement in accordance with the

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terms thereof due to (1) the failure of the merger to be completed by the end date or (2) the failure by Stillwater to obtain the requisite Stillwater vote;

• prior to the date of such termination (or the date of Stillwater shareholders’ meeting in the case of a termination for the failure by Stillwater to obtain the requisite Stillwater vote), an acquisition proposal, or an intention to make an acquisition proposal has been publicly disclosed, except that, for purposes of this paragraph, the references to “15%” in the definition of “acquisition proposal,” as described in the section captioned “The Merger Agreement — Non-Solicitation by Stillwater,” will be deemed to be references to “50%”; and

• within nine months after such termination, Stillwater either enters into a definitive agreement with respect to any acquisition proposal with another party that is thereafter consummated or consummates the transactions contemplated by any acquisition proposal with another party, which, in either case, need not be the same acquisition proposal described in the bullet point above; or

• if Sibanye terminates the merger agreement because the Stillwater board of directors has effected a Stillwater adverse recommendation change, as described in the section captioned “The Merger Agreement — Changes in the Stillwater Board Recommendation”;

• if Sibanye terminates the merger agreement because Stillwater has deliberately violated or breached in any material respect its non-solicitation obligations or its obligation not to change the Stillwater board recommendation; or

• if Sibanye terminates the merger agreement because Stillwater has deliberately violated or breached its obligations regarding its proxy statement and shareholders’ meeting, as described in the section captioned “The Merger Agreement — Shareholders’ Meeting,” in a manner that has a material adverse impact on the timing of, or the ability to, obtain Stillwater shareholder approval.

In addition, Stillwater will be required to reimburse Sibanye for up to $10.0 million of reasonable and documented out-of-pocket fees and expenses incurred by Sibanye if the merger agreement is terminated by either Stillwater or Sibanye because the requisite Stillwater vote has not been obtained at a Stillwater shareholders’ meeting or at any adjournment or postponement thereof, in each case, at which a vote on such adoption was taken.

See the section captioned “The Merger Agreement — Stillwater Termination Fee; Expense Reimbursement.”

Sibanye Reverse Termination Fee; Expense Reimbursement (page 71)

Sibanye will be required to pay a reverse termination fee of $33.0 million to Stillwater and reimburse Stillwater for up to $10.0 million of reasonable and documented out-of-pocket fees and expenses incurred by Stillwater if:

• the merger agreement is terminated by either Stillwater or Sibanye because the merger has not been consummated on or before the end date, and, at the time of such termination:

• the Sibanye merger shareholder approval has not been obtained at the general meeting of Sibanye shareholders;

• the Sibanye rights offering shareholder approval has not been obtained at the general meeting of Sibanye shareholders;

• the HSR Act clearance has not been obtained (early termination was granted by the FTC prior to the date of this proxy statement);

• the CFIUS clearance has not been obtained; or

• the SARB approval has not been obtained; or

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• either Stillwater or Sibanye terminates the merger agreement because either the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval has not been obtained at a general meeting of the Sibanye shareholders or at any adjournment or postponement thereof, in each case, at which a vote on such approval was taken;

• Stillwater terminates the merger agreement because Sibanye’s board of directors has effected a Sibanye adverse recommendation change, as described in the section captioned “The Merger Agreement —Sibanye Recommendation”; or

• Stillwater terminates the merger agreement because Sibanye has deliberately violated or breached its obligations regarding its shareholder circular and shareholders’ meeting, as described in the section captioned “The Merger Agreement — Shareholders’ Meeting,” in a manner that has a material adverse impact on the timing of, or the ability to obtain, the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval.

See the section captioned “The Merger Agreement — Sibanye Reverse Termination Fee; Expense Reimbursement.”

Additional Information (page 141)

You can find more information about Stillwater in the periodic reports and other information we file with the Securities and Exchange Commission, (the “SEC”). The information is available at the SEC’s public reference facilities and at the website maintained by the SEC at www.sec.gov. Please see the section of this proxy statement captioned “Where You Can Find Additional Information” beginning on page 141.

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QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the annual meeting and the proposals to be voted on at the annual meeting. These questions and answers may not address all of the questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to or incorporated by reference in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference into this proxy statement without charge by following the instructions under the section captioned “Where You Can Find Additional Information.”

Q: Why am I receiving this proxy statement?

A: You are receiving this proxy statement for the 2017 annual meeting because you held Stillwater common shares as of [                    ], 2017, the record date for the meeting. On December 9, 2016, the Company entered into the merger agreement providing for Sibanye to acquire the Company in a merger for a price of $18.00 per share in cash, without interest and subject to applicable withholding taxes. In addition to the solicitation of proxies for the other regularly scheduled items to be voted on at the annual meeting, you are receiving this proxy statement in connection with the solicitation of proxies by the Stillwater board of directors in favor of the proposal to adopt the merger agreement.

Q: When and where is the annual meeting?

A: The annual meeting will be held at 555 17th Street, Suite 3200, Denver, Colorado 80202 on [                    ], 2017, at [    ] a.m. local time (including any adjournment or postponement thereof, the “annual meeting”).

Q: Who is entitled to vote at the annual meeting?

A: Only holders of record of Stillwater common shares as of the close of business on [                    ], 2017, the record date for the annual meeting, are entitled to receive these proxy materials and to vote their shares at the annual meeting. Each share of Stillwater common shares issued and outstanding as of the record date will be entitled to one vote on each matter submitted to a vote at the annual meeting.

Q: What matters will be voted on at the annual meeting?

A: You will be asked to consider and vote on the following proposals:

• to adopt the merger agreement;

• to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger;

• to elect the seven director nominees named in the attached proxy;

• to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017;

• to conduct an advisory (non-binding) vote on named executive officer compensation for 2017;

• to conduct an advisory (non-binding) vote on the frequency of holding future advisory votes on executive officer compensation;

• to approve the Company’s equity incentive plan;

• to conduct such other business properly presented at the meeting or any postponements or adjournments thereof; and

• to approve the adjournment of the annual meeting, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposals presented or in the absence of a quorum.

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Our shareholders must adopt the merger agreement for the merger to occur. If our shareholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and the material provisions of the merger agreement are described in the section captioned “The Merger Agreement.”

The vote on the other proposals presented herein, including the approval of executive compensation payable in connection with the merger, are votes separate and apart from the vote to adopt the merger agreement. Accordingly, a shareholder may, for example, vote to approve the executive compensation payable in connection with the merger and vote not to adopt the merger agreement, and vice versa.

This proxy statement and the enclosed form of proxy are first being mailed to our shareholders on or about [                    ], 2017.

Q: How do I attend the annual meeting?

A: If you plan to attend the annual meeting in person, you must provide proof of ownership of Stillwater common shares as of the record date, such as an account statement indicating ownership on that date, and a form of personal identification for admission to the meeting. If you hold your common shares in “street name,” and you also wish to be able to vote at the meeting, you must obtain a proxy, executed in your favor, from your bank or broker.

If you anticipate needing assistance to participate in the meeting due to a disability, please notify us by [            ], 2017, so we may be better prepared to assist you. Please contact our Corporate Secretary by calling (406) 373-8700 and provide information about the assistance you will need.

For safety and security reasons, Stillwater will not allow anyone to bring large bags, briefcases or packages into the meeting room, or to record or photograph the meeting.

Q:    How many shares are needed to constitute a quorum?

A: A quorum will be present if holders of a majority of the voting power of the Stillwater common shares issued and outstanding and entitled to vote at the annual meeting are present in person or represented by proxy at the annual meeting. If a quorum is not present at the annual meeting, the annual meeting may be adjourned or postponed from time to time (subject to the terms of the merger agreement) until a quorum is obtained.

As of the close of business on [    ], 2017, the record date for the annual meeting, there were [                ] Stillwater common shares outstanding.

If you submit a proxy but fail to provide voting instructions or abstain on any of the proposals listed on the proxy card, your shares will be counted for the purpose of determining whether a quorum is present at the annual meeting.

If your shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares, your broker, bank or other nominee will only be permitted to vote on the ratification of KPMG LLP as the Company’s independent registered public accounting firm, but your shares represented on the proxy submitted by your broker, bank or other nominee will still be counted for purposes of determining whether a quorum is present for the transaction of other business at the annual meeting.

Q: What vote of Stillwater shareholders is required to adopt the merger agreement?

A: Adoption of the merger agreement requires the vote of a majority of the Stillwater common shares outstanding and entitled to vote at the close of business on the record date for the annual meeting “FOR” the proposal to adopt the merger agreement. A failure to vote your Stillwater common shares, or an abstention from voting, will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your Stillwater common shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares (resulting in a “broker non-vote”), the failure to instruct your nominee will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

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Q: What vote of Stillwater shareholders is required to approve the other proposals to be voted upon at the annual meeting?

A: Approval of each of the other matters to be voted on at the annual meeting requires the affirmative vote of holders of a majority of the Stillwater common shares having voting power and present in person or represented by proxy at the annual meeting. A failure to vote your Stillwater common shares, or an abstention from voting, in each case with respect to shares that are present at the meeting or represented by proxy, will have the same effect as a vote “AGAINST” these other proposals. Broker non-votes will have no effect on those proposals.

Q: How does the Stillwater board of directors recommend that I vote?

A: The Stillwater board of directors unanimously recommends that Stillwater shareholders vote:

• “FOR” the proposal to adopt the merger agreement;

• “FOR” the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger;

• “FOR” the election of the seven director nominees named in the attached proxy;

• “FOR” the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017;

• “FOR” the advisory (non-binding) proposal to approve the named executive officer compensation for 2017;

• “FOR” an annual advisory (non-binding) vote on the compensation of the Company’s named executive officers;

• “FOR” the adoption of the Company’s equity incentive plan; and

• “FOR” the proposal regarding adjournment of the annual meeting, if necessary or appropriate, including for the purpose of soliciting additional proxies or in the absence of a quorum.

For a discussion of the factors that the Stillwater board of directors considered in determining to recommend the adoption of the merger agreement, please see the section captioned “Proposal 1: The Merger — Reasons for the Merger; Recommendation of the Stillwater Board of Directors.” In addition, in considering the recommendation of the Stillwater board of directors with respect to the merger agreement, you should be aware that some of our directors and executive officers have interests that may be different from, or in addition to, the interests of Stillwater shareholders generally. For a discussion of these interests, please see the section captioned “Proposal 1: The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Q: How do Stillwater’s directors and officers intend to vote?

A: We currently expect that the Company’s directors and executive officers will vote their shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the annual meeting, although they have no obligation to do so. At the close of business on the record date, directors and executive officers of the Company were entitled to vote [            ] Stillwater common shares, or [    ]% of the Stillwater common shares issued and outstanding on that date.

Q: When is the merger expected to be completed?

A: As of the date of this proxy statement, we expect to complete the merger in the second quarter of 2017. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described in this proxy statement and include various regulatory

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clearances and approvals. It is possible that factors outside the control of Stillwater or Sibanye could delay the completion of the merger, or prevent it from being completed at all, and there may be a substantial amount of time between the shareholders’ meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

Q: What happens if the merger is not completed?

A: If the merger agreement is not adopted by the Company’s shareholders, or if the merger is not completed for any other reason, the Company’s shareholders will not receive any payment for their shares in connection with the merger. Instead, the Company will remain a public company, and the Company common shares will continue to be registered under the Exchange Act and listed and traded on the NYSE. In the event that the merger agreement is terminated, then, in certain specified circumstances, Stillwater may be required to pay Sibanye a termination fee in an amount equal to $16.5 million (plus expense reimbursement of up to $10 million) or Sibanye may be required to pay Stillwater a termination fee in an amount equal to $33 million (plus expense reimbursement of up to $10 million). See the section captioned “The Merger Agreement — Sibanye Reverse Termination Fee; Expense Reimbursement.” Furthermore, if the merger agreement is terminated by either Stillwater or Sibanye because the requisite Stillwater vote has not been obtained, Stillwater will be required to pay to Sibanye all of the reasonable and documented out-of-pocket expenses incurred by Sibanye and Merger Sub in connection with the merger agreement, the financing and the other transactions contemplated by the agreement in an amount not to exceed $10 million. See the section captioned “The Merger Agreement — Stillwater Termination Fee; Expense Reimbursement.”

Q: What will happen if shareholders do not approve the advisory (non-binding) proposal on certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger?

A: The inclusion of this proposal is required by the rules of the SEC; however, the approval of this proposal is not a condition to the completion of the merger and the vote on this proposal is an advisory vote by shareholders and will not be binding on the Company or Sibanye. If the merger agreement is adopted by the Company’s shareholders and the merger is completed, the merger-related compensation will be paid to the Company’s named executive officers in accordance with the terms of their compensation agreements and arrangements even if shareholders fail to approve this proposal.

Q: What do I need to do now? How do I vote my common shares?

A: We urge you to, and you should, read this entire proxy statement carefully, including its annexes and the documents incorporated by reference in this proxy statement, and to consider how the merger affects you. Your vote is important, regardless of the number of common shares you own.

Voting in Person

Shareholders of record will be able to vote in person at the annual meeting. If you are not a shareholder of record but instead hold your common shares in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the annual meeting.

It is not necessary to attend the annual meeting in order to vote your shares. To ensure that your common shares are voted at the annual meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the annual meeting in person.

Attending the meeting in person does not itself constitute a vote on any proposal.

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Common Shares Held by Record Holder

You can also ensure that your common shares are voted at the annual meeting by submitting your proxy via:

• mail, by completing, signing and dating the enclosed proxy card and returning it in the enclosed postage-paid envelope;

• telephone, by using the toll-free number listed on the enclosed proxy card; or

• the Internet, at www.proxyvote.com.

The telephone and Internet voting facilities for shareholders of record will close at 11:59 p.m. Eastern Time on [                    ], 2017.

If you sign, date and return your proxy card without indicating how you wish to vote with respect to a proposal, your proxy will be voted “FOR” (1) the proposal to adopt the merger agreement, (2) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, (3) the election of the seven director nominees named in the attached proxy, (4) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017, (5) the advisory (non-binding) proposal to approve the named executive officer compensation for 2017, (6) an annual advisory (non-binding) vote on the compensation of the Company’s named executive officers, (7) the adoption of the Company’s equity incentive plan, and (8) the proposal to adjourn the annual meeting if necessary or appropriate, including for the purpose of soliciting additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposals presented.

We encourage you to vote by proxy even if you plan on attending the annual meeting.

A failure to vote or an abstention will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement, and, with respect to shares that are present at the meeting or represented by proxy, “AGAINST” the other proposals.

Common Shares Held in “Street Name”

If you hold your shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your shares. Without those instructions, your shares will not be voted on any of the proposals, which will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the other proposals presented.

Q: Can I revoke my proxy?

A: Yes. You can revoke your proxy at any time before the vote is taken at the annual meeting. If you are a shareholder of record, you may revoke your proxy by notifying the Company in writing to the Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120, or by submitting a new proxy by telephone, the Internet or mail, in each case, in accordance with the instructions on the enclosed proxy card and dated after the date of the proxy being revoked. In addition, you may revoke your proxy by attending the annual meeting and voting in person; however, simply attending the annual meeting will not cause your proxy to be revoked. Please note that if you hold your shares in “street name” and you have instructed a broker, bank or other nominee to vote your shares, you should instead follow the instructions received from your broker, bank or other nominee to revoke your prior voting instructions. If you hold your shares in “street name,” you may also revoke a prior proxy by voting in person at the annual meeting if you obtain a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the annual meeting.

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Q: What happens if I do not vote or if I abstain from voting on the proposals?

A: If you do not vote, or abstain from voting, on the proposal to adopt the merger agreement, it will have the same effect as a vote “AGAINST” the merger. If you do not vote, or abstain from voting on the other proposals, with respect to shares that are present at the meeting or represented by proxy, it will have the same effect as a vote “AGAINST” the other proposals.

Q: Will my common shares held in “street name” or another form of record ownership be combined for voting purposes with shares I hold of record?

A: No. Because any common shares you may hold in “street name” will be deemed to be held by a different shareholder (that is, your custodial bank, broker or other financial nominee) than any common shares you hold of record, any common shares held in “street name” will not be combined for voting purposes with common shares you hold of record. Similarly, if you own common shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for those common shares because they are held in a different form of record ownership. Common shares held by a corporation or business entity must be voted by an authorized officer of the entity. Please indicate title or authority when completing and signing the proxy card. Common shares held in an individual retirement account must be voted under the rules governing the account. This means that, to ensure all your common shares are voted at the annual meeting, you should read carefully any proxy materials received and follow the instructions included therewith.

Q: What does it mean if I get more than one proxy card or voting instruction card?

A: If your common shares are registered differently or are held in more than one account, you will receive more than one proxy or voting instruction card. Please complete and return all of the proxy cards and voting instruction cards you receive (or submit each of your proxies by telephone or the Internet) to ensure that all of your common shares are voted.

Q: What happens if I sell my common shares before completion of the merger?

A: In order to receive the merger consideration, you must hold your common shares through completion of the merger. Consequently, if you transfer your common shares before completion of the merger, you will have transferred your right to receive the merger consideration in the merger.

The record date for shareholders entitled to vote at the annual meeting is earlier than the completion of the merger. If you transfer your common shares after the record date but before the closing of the merger, you will have the right to vote at the annual meeting but not the right to receive the merger consideration.

Q: Should I send in my stock certificates or other evidence of ownership now?

A: No. After the merger is completed, you will receive a letter of transmittal and related materials from the paying agent for the merger with detailed written instructions for exchanging your common shares evidenced by stock certificates for the merger consideration. If your common shares are held in “street name” by your broker, bank or other nominee, you may receive instructions from your broker, bank or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the merger consideration. Do not send in your certificates now.

Q: What is householding and how does it affect me?

A: The SEC permits companies to send a single set of proxy materials to any household at which two or more shareholders reside, unless contrary instructions have been received, but only if the company provides advance notice and follows certain procedures. In such cases, each shareholder continues to receive a

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separate notice of the meeting and proxy card. Certain brokerage firms may have instituted householding for beneficial owners of common shares held through brokerage firms. If your family has multiple accounts holding common shares, you may have already received householding notification from your broker. Please contact your broker directly if you have any questions or require additional copies of this proxy statement. The broker will arrange for delivery of a separate copy of this proxy statement promptly upon your written or oral request. You may decide at any time to revoke your decision to household, and thereby receive multiple copies.

Q: Where can I find more information about Stillwater?

A: You can find more information about us from various sources, as described in the section captioned “Where You Can Find Additional Information.”

Q: Who can help answer my other questions?

A: If you have more questions about the merger, or require assistance in submitting your proxy or voting your common shares or need additional copies of the proxy statement or the enclosed proxy card, please contact Okapi Partners LLC, which is acting as the Company’s proxy solicitor in connection with the merger, at the telephone numbers, email address or address below, or the Company at the telephone number or address listed below.

Okapi Partners LLC

1212 Avenue of the Americas, 24th Floor

New York, New York 10036

Banks and Brokerage Firms Call: (212) 297-0720

Shareholders Call Toll-Free: (877) 279-2311

Email: swcinfo@okapipartners.com

or

Stillwater Mining Company

c/o Corporate Secretary

26 West Dry Creek Circle, Suite 400

Littleton, Colorado 80120

(406) 373-8700

If your broker, bank or other nominee holds your shares, you should also call your broker, bank or other nominee for additional information.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference in this proxy statement, include forward-looking statements. Forward-looking statements include any statement that is not based on historical fact, including statements containing the words “believe,” “may,” “could,” “would,” “might,” “possible,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate” or “continue,” and similar expressions. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by Stillwater or any other person that the results expressed therein will be achieved. Stillwater assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. In addition to other factors and matters contained in or incorporated by reference in this document, we believe the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

• the failure to obtain the requisite Stillwater vote;

• the possibility that the closing conditions to the merger may not be satisfied or waived, including that Sibanye may not receive the approval of its shareholders or that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory clearance or approval;

• the possibility of a delay in closing the transaction or the possibility that the transaction may not be completed;

• the occurrence of any event that could give rise to termination of the merger agreement;

• risks related to any disruption to Stillwater and its management caused by the transaction;

• limitations placed on Stillwater’s ability to operate its business under the merger agreement;

• the effect of announcement of the transaction on Stillwater’s ability to retain and hire key personnel and maintain relationships with customers, suppliers, regulators and other third parties;

• the risk that shareholder litigation in connection with the merger could affect the timing or occurrence of the merger or result in significant costs of defense, indemnification and liability;

• fluctuations in the market price of gold, PGMs and/or uranium;

• regulations affecting Stillwater’s business;

• changes in domestic or international economic, political and market conditions; and

• other risks detailed in Stillwater’s filings with the SEC, including Stillwater’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and in Stillwater’s Quarterly Reports on Form 10-Q and other documents filed by Stillwater with the SEC after the date thereof.

See the section captioned “Where You Can Find Additional Information.”

Many of the factors that will determine whether the conditions to the merger are satisfied or our future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We cannot guarantee any future results, levels of activity, performance or achievements, including whether or not the conditions to the merger will be satisfied.

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THE ANNUAL MEETING

We are furnishing this proxy statement to Stillwater’s shareholders as part of the solicitation of proxies by the Stillwater board of directors for use at the annual meeting or any adjournment or postponement thereof. This proxy statement provides Stillwater’s shareholders with the information they need to know to be able to vote or instruct their vote to be cast at the annual meeting or any adjournment or postponement thereof.

Date, Time and Place of the Annual Meeting

This proxy statement is being furnished to our shareholders as part of the solicitation of proxies by the Stillwater board of directors for use at the annual meeting to be held at 555 17th Street, Suite 3200, Denver, Colorado 80202, on [            ], 2017, at [    ] a.m. local time, or at any adjournment or postponement thereof.

For information regarding attending the meeting, please see the section captioned “— Voting; Proxies; Revocation — Attendance.”

Purposes of the Annual Meeting

At the annual meeting, Stillwater shareholders will be asked to consider and vote on the following proposals:

• to adopt the merger agreement;

• to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger;

• to elect the seven director nominees named in the attached proxy;

• to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017;

• to conduct an advisory (non-binding) vote on named executive officer compensation for 2017;

• to conduct an advisory (non-binding) vote on the frequency of holding future advisory votes on executive officer compensation;

• to approve the Company’s equity incentive plan;

• to conduct such other business properly presented at the meeting or any postponements or adjournments thereof; and

• to approve the adjournment of the annual meeting, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposals presented or in the absence of a quorum.

Our shareholders must adopt the merger agreement for the merger to occur. If our shareholders fail to adopt the merger agreement, the merger will not occur. A copy of the merger agreement is attached to this proxy statement as Annex A, and the material provisions of the merger agreement are described in the section captioned “The Merger Agreement.”

The vote on the other proposals presented herein, including the approval of executive compensation payable in connection with the merger, are votes separate and apart from the vote to adopt the merger agreement. Accordingly, a shareholder may vote to approve the executive compensation payable in connection with the merger and vote not to adopt the merger agreement, and vice versa.

This proxy statement and the enclosed form of proxy are first being mailed to our shareholders on or about [    ], 2017.

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Recommendation of the Stillwater Board of Directors

The Stillwater board of directors has unanimously determined that the merger agreement and the transactions contemplated thereby, including the merger, are advisable, fair to and in the best interests of Stillwater and its shareholders and approved the merger agreement and the merger. The Stillwater board of directors unanimously recommends that the shareholders of Stillwater vote “FOR” all of the proposals listed above (with the exception of the advisory (non-binding) vote on the frequency of holding future advisory votes on executive officer compensation, for which the board of directors unanimously recommends an annual vote).

For a description of the factors that the Stillwater board of directors considered in resolving to recommend that the Stillwater shareholders vote to adopt the merger agreement, see the section captioned “Proposal 1: The Merger — Reasons for the Merger; Recommendation of the Stillwater Board of Directors.”

Record Date and Quorum

The holders of record of Stillwater common shares as of the close of business on [    ], 2017, the record date for the annual meeting, are entitled to receive notice of and to vote at the annual meeting. At the close of business on the record date, [    ] Stillwater common shares were issued, outstanding and entitled to vote.

The presence at the annual meeting, in person or represented by proxy, of the holders of a majority of the Stillwater common shares issued, outstanding and entitled to vote at the annual meeting at the close of business on the record date will constitute a quorum. Once a Stillwater common share is represented at the annual meeting, it will be counted for the purpose of determining a quorum at the annual meeting. However, if a new record date is set for an adjourned annual meeting, then a new quorum will have to be established. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the annual meeting.

Required Vote

Each Stillwater common share issued and outstanding at the close of business on the record date is entitled to one vote on each of the proposals to be considered at the annual meeting.

For the Company to complete the merger, Stillwater shareholders holding a majority of the Stillwater common shares issued, outstanding and entitled to vote at the close of business on the record date must vote “FOR” the proposal to adopt the merger agreement. A failure to vote your Stillwater common shares or an abstention from voting will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If your Stillwater common shares are held in “street name” by your broker, bank or other nominee and you do not instruct the nominee how to vote your shares (resulting in a “broker non-vote”), the failure to instruct your nominee will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you vote in favor of adoption of the merger agreement, you will lose any appraisal rights. See the section captioned “Appraisal Rights.”

Approval of each of the other matters to be voted on at the annual meeting requires the affirmative vote of holders of a majority of the Stillwater common shares having voting power and present in person or represented by proxy at the annual meeting. A failure to vote your Stillwater common shares or an abstention from voting, in each case with respect to common shares that are present at the meeting or represented by proxy, will have the same effect as a vote “AGAINST” these other proposals. Broker non-votes will have no effect on those proposals.

Voting by the Company’s Directors and Executive Officers

At the close of business on the record date, directors and executive officers of the Company were entitled to vote approximately [    ] Stillwater common shares, or approximately [    ]% of the Stillwater common shares issued,

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outstanding and entitled to vote on that date. We currently expect that the Company’s directors and executive officers will vote their Stillwater common shares in favor of the proposal to adopt the merger agreement and the other proposals to be considered at the annual meeting, although they have no obligation to do so. Some of the Company’s directors and executive officers have interests that may be different from, or in addition to, the interests of Stillwater shareholders generally. For a discussion of these interests, please see the section captioned “Proposal 1: The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Voting; Proxies; Revocation

Attendance

All holders of Stillwater common shares as of the close of business on [    ], 2017, the record date, including shareholders of record and beneficial owners of Stillwater common shares registered in the “street name” of a broker, bank or other nominee, are invited to attend the annual meeting.

To attend the annual meeting in person, you must provide proof of ownership of Stillwater common shares as of the record date, such as an account statement indicating ownership on that date, and a form of personal identification for admission to the meeting. If you hold your Stillwater common shares in “street name,” and you also wish to be able to vote at the meeting, you must obtain a proxy, executed in your favor, from your broker, bank or other nominee.

If you anticipate needing assistance to participate in the meeting due to a disability, we would appreciate it if you would please notify us by [    ], 2017, so we may be better prepared to assist you. Please contact [    ] and provide information about the assistance you will need.

For safety and security reasons, Stillwater will not allow anyone to bring large bags, briefcases or packages into the meeting room, or to record or photograph the meeting.

Voting in Person

Shareholders of record will be able to vote in person at the annual meeting. If you are not a shareholder of record, but instead hold your Stillwater common shares in “street name” through a broker, bank or other nominee, you must provide a legal proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the annual meeting. Attending the meeting in person does not itself constitute a vote on any proposal.

Providing Voting Instructions by Proxy

To ensure that your Stillwater common shares are voted at the annual meeting, we recommend that you provide voting instructions promptly by proxy, even if you plan to attend the annual meeting in person.

Stillwater Common Shares Held by Record Holder

If you are a shareholder of record, you may provide voting instructions by proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting voting instructions. You may vote by telephone by calling the toll-free number listed on your proxy card, or via the Internet at www.proxyvote.com. Your Stillwater common shares will be voted as you direct in the same manner as if you had completed, signed, dated and returned your proxy card, as described below.

The telephone and Internet voting facilities for shareholders of record will close at 11:59 p.m. Eastern Time on [    ], 2017.

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Submit a Proxy Card By Mail. If you complete, sign, date and return the enclosed proxy card by mail so that it is received in time for the annual meeting, your Stillwater common shares will be voted in the manner directed by you on your proxy card.

If you sign, date and return your proxy card without indicating how you wish to vote with respect to a proposal, your proxy will be voted “FOR” (1) the proposal to adopt the merger agreement, (2) the advisory (non-binding) proposal to approve certain compensation that may be paid or become payable to the named executive officers of the Company in connection with the merger, (3) the election of the seven director nominees named in the attached proxy, (4) the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2017, (5) the advisory (non-binding) proposal to approve the executive officer compensation for 2017, (6) an annual advisory (non-binding) vote on the compensation of the Company’s named executive officers, (7) the adoption of the Company’s equity incentive plan, and (8) the proposal to adjourn the annual meeting, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposals presented.

A failure to vote or an abstention will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement, and, with respect to Stillwater common shares that are present at the meeting or represented by proxy, “AGAINST” the other proposals.

Stillwater Common Shares Held in “Street Name”

If you hold your Stillwater common shares in “street name” through a broker, bank or other nominee, you should follow the directions provided by your broker, bank or other nominee regarding how to instruct your broker, bank or other nominee to vote your Stillwater common shares. Without those instructions, your Stillwater common shares will not be voted on any of the proposals, which will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement, but will have no effect on the other proposals presented.

In accordance with the rules of the NYSE, brokers, banks and other nominees that hold Stillwater common shares in “street name” for their customers do not have discretionary authority to vote such shares with respect to the proposals to be presented at the annual meeting. Accordingly, if brokers, banks or other nominees do not receive specific voting instructions from the beneficial owner of such shares, they may not vote such shares with respect to these proposals. Therefore, unless you attend the annual meeting in person with a properly executed legal proxy from your broker, bank or other nominee, your failure to provide instructions to your broker, bank or other nominee will result in your Stillwater common shares not being present at the meeting and not being voted on any of the proposals.

Revocation of Proxies

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it at any time before it is voted. If you are a shareholder of record, you may revoke your proxy at any time before the vote is taken at the annual meeting by:

• submitting a new proxy with a later date, by using the telephone or Internet proxy submission procedures described above, or by completing, signing, dating and returning a new proxy card by mail to the Company;

• attending the annual meeting and voting in person; or

• delivering a written notice of revocation by mail to the Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120.

Please note, however, that only your last-dated proxy will count. Attending the annual meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to the Company or by sending a written notice of revocation to the

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Company, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by the Company before the annual meeting.

If you hold your Stillwater common shares in “street name” through a broker, bank or other nominee, you will need to follow the instructions provided to you by your broker, bank or other nominee in order to revoke your proxy or submit new voting instructions. If you hold your Stillwater common shares in “street name,” you may also revoke a prior proxy by voting in person at the annual meeting if you obtain a proxy executed in your favor from your broker, bank or other nominee in order to be able to vote in person at the annual meeting.

Abstentions

An abstention occurs when a shareholder attends a meeting, either in person or represented by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of Stillwater common shares present or represented at the annual meeting for purposes of determining whether a quorum has been achieved.

Abstaining from voting will have the same effect as voting “AGAINST” the proposal to adopt the merger agreement, and, with respect to Stillwater common shares that are present at the meeting or represented by proxy, “AGAINST” the other proposals.

Solicitation of Proxies

The Stillwater board of directors is soliciting your proxy, and the Company will bear the cost of this solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of Stillwater’s common shares. The Company has retained Okapi Partners LLC, a proxy solicitation firm, to assist the Stillwater board of directors in the solicitation of proxies for the annual meeting, and we expect to pay Okapi Partners $25,000, plus reimbursement of out-of-pocket expenses. Proxies may be solicited by mail, personal interview, e-mail, telephone or via the Internet by Okapi Partners LLC or, without additional compensation, by certain of the Company’s directors, officers and employees.

Adjournments and Postponements

Although it is not currently expected, the annual meeting may be adjourned in the absence of a quorum by the affirmative vote of holders of a majority of the Stillwater common shares having voting power present in person or represented by proxy at the annual meeting.

Even if a quorum is present, the annual meeting could also be adjourned in order to provide more time to solicit additional proxies in favor of adoption of the merger agreement if sufficient votes are cast in favor of proposal to adjourn the annual meeting, if necessary and subject to the terms of the merger agreement.

Other Information

You should not return your stock certificate or send documents representing your Stillwater common shares with the proxy card. If the merger is completed, the paying agent for the merger will send you a letter of transmittal and related materials and instructions for exchanging your Stillwater common shares for the merger consideration.

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THE PARTIES

Stillwater Mining Company

Stillwater Mining Company is a Delaware corporation, incorporated in 1992 and headquartered in Littleton, Colorado. Stillwater common stock is listed for trading on the NYSE under the symbol “SWC.” Stillwater is engaged in the development, extraction, processing, smelting and refining of palladium, platinum and PGMs produced by mining a geological formation in south-central Montana known as the J-M Reef and recycling spent catalytic converters and other industrial sources. The Company is also engaged in expanding its mining development along the J-M Reef and holds exploration-stage properties at the Marathon PGM copper property adjacent to Lake Superior in northern Ontario, Canada and at the Altar copper-gold property in San Juan province, Argentina.

Stillwater’s principal executive offices are located at 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120, and its telephone number is (406) 373-8700.

A detailed description of the Company’s business is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, which is incorporated by reference into this proxy statement. See the section captioned “Where You Can Find Additional Information.”

Sibanye Gold Limited

Sibanye is an independent mining group domiciled in and focused on South Africa. Sibanye currently owns and operates gold, uranium and PGM operations and projects throughout the Witwatersrand Basin and the western limb of the Bushveld Complex in South Africa. In addition, Sibanye is a 50% joint venture partner in Mimosa, a PGM operation in Zimbabwe. Sibanye’s corporate office is located close to Westonaria, in the province of Gauteng, near its West Wits operations. Sibanye has a primary listing on the JSE under the symbol “SGL” and has a secondary ADR listing on the NYSE under the symbol “SBGL.” As of December 31, 2016, the Sibanye group of companies employed approximately 62,500 employees.

Sibanye’s principal executive officers are located at Libanon Business Park 1 Hospital Street (off Cedar Avenue) Libanon, Westonaria, 1780 South Africa, and its telephone number is 011-27-11-278-9600.

Thor US Holdco Inc.

US Holdco is a Delaware corporation and an indirect wholly owned subsidiary of Sibanye. US Holdco is the direct parent of Merger Sub and, following completion of the merger, will be the direct parent of Stillwater.

Thor Mergco Inc.

Merger Sub is a Delaware corporation and a direct wholly owned subsidiary of US Holdco formed solely for the purpose of effecting the merger. Upon the completion of the merger, the separate corporate existence of Merger Sub will cease.

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PROPOSAL 1: THE MERGER

The description of the merger and the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. This summary does not purport to be complete and may not contain all of the information about the merger or the merger agreement that is important to you. You are encouraged to read the merger agreement carefully and in its entirety.

The Merger; Effects of the Merger

If the merger agreement is adopted by the Stillwater shareholders and the other conditions to the closing of the merger are satisfied or waived, Merger Sub will be merged with and into Stillwater, with Stillwater surviving the merger as an indirect wholly owned subsidiary of Sibanye.

On the terms and subject to the conditions of the merger agreement, at the effective time of the merger, each Stillwater common share outstanding immediately before the effective time (other than shares owned by Stillwater, Merger Sub, Sibanye and any direct or indirect subsidiaries of Sibanye or Stillwater or shares owned by shareholders who perfect appraisal rights pursuant to Section 262 of the DGCL) will be converted into the right to receive the merger consideration of $18.00 per share in cash, without interest. The merger consideration may be subject to required withholding taxes.

If the merger occurs, Stillwater will cease to be a publicly traded company, and Stillwater common shares will be delisted from the NYSE and deregistered under the Exchange Act and Stillwater will no longer be required to file periodic reports with the SEC.

Background of the Merger

Stillwater’s board of directors regularly reviews and assesses Stillwater’s performance, strategy, prospects and alternatives, as well as industry conditions, as part of Stillwater’s efforts to strengthen its business and enhance shareholder value. As part of its ongoing review and assessment, on January 7, 2016, the board met to discuss Stillwater’s strategic positioning and direction. At this meeting, representatives of two financial advisory firms advised the board as to their views of Stillwater’s potential strategic alternatives in light of difficult industry conditions the Company was experiencing. Mr. McMullen also informed the board of an inquiry he received from the chief executive officer of a substantial industry participant (referred to in this proxy statement as “Company A”), following a benchmarking site visit at the operations of Company A in December 2015, as to whether Stillwater would be interested in exploring a merger of equals transaction involving Company A and Stillwater. The board reviewed the matter and authorized management to continue its dialogue with Company A in light of its policy to consider any transaction that would reasonably be expected to maximize shareholder value, recognizing that current PGM prices (to which Company A was not exposed) likely made an at-market stock transaction undesirable in the near term, as Stillwater’s average realized sales price per ounce of palladium and platinum was $667 in the fourth quarter of 2015, down 24.4% from $882 per ounce in the comparable period of 2014. The board also discussed the likelihood that the Company would require substantial additional capital over the next few years and would need to explore potential strategies to raise cash to fund operations and future debt maturities.

On January 30, 2016, a representative of a financial advisory firm contacted Mr. McMullen to inquire whether Mr. McMullen would be willing to meet with Neal Froneman, the chief executive officer of Sibanye, at an industry conference scheduled to be held on March 1, 2016. Mr. McMullen agreed to do so.

During February 2016, representatives of Company A and Stillwater continued preliminary discussions regarding a possible merger of equals transaction, and Company A performed additional work, including conducting site visits at Stillwater’s operations in late February 2016.

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On March 1, 2016, Mr. McMullen and Christopher Bateman, Stillwater’s chief financial officer, met with Mr. Froneman and James Wellstead, a senior vice president of Sibanye. During the meeting, Mr. Froneman indicated that Sibanye had a strategic interest in expanding in the PGM space, in particular by potentially acquiring mining assets in North America. After the meeting, Mr. Froneman inquired as to whether Stillwater would be interested in exploring a possible strategic transaction and requested guidance as to the type of transaction that Stillwater might consider. Mr. McMullen responded on March 8, 2016 that Stillwater would be open to any option that would be reasonably expected to maximize shareholder value, and noted that management believed that it was likely that the holders of a substantial majority of Stillwater’s shares would prefer a transaction involving a substantial cash component at a premium to market sufficient to compensate them for potential loss of equity upside.

During the period from March through June 2016, Stillwater continued to progress discussions with both Company A and with Sibanye, including through site visits to Stillwater’s operations by representatives of both Company A and Sibanye. Stillwater did not provide non-public information during this period to either Company A or Sibanye as neither had signed a confidentiality agreement with the Company. Stillwater also pursued other possible strategic alternatives during this period, including conducting preliminary discussions with representatives of third parties regarding possible sales by Stillwater of non-core assets, actively considering potential acquisitions by Stillwater, including a substantial acquisition by Stillwater of another mining company, and considering potential business combination transactions. Trading prices for Stillwater common shares had generally increased during this period over levels to which the shares had fallen in the first quarter of 2016, when they traded at a five-year low of $4.99 per share on January 20, 2016.

In July 2016, the chief executive officer of Company A informed Mr. McMullen that Company A’s board of directors was not supportive at that time of Company A continuing to consider a strategic transaction involving Stillwater because the two companies were primarily focused on mining different precious metals.

On July 21, 2016, Sibanye submitted a preliminary non-binding indication of interest to acquire Stillwater at a price of $15.75 per share in cash, which represented a 23.6% premium to Stillwater’s closing share price on July 20, 2016 and a more than 140% premium to Stillwater’s closing share price on January 30, 2016, the date on which a representative of a financial advisory firm contacted Mr. McMullen to inquire whether Mr. McMullen would be willing to meet Mr. Froneman of Sibanye.

The Stillwater board of directors considered Sibanye’s indication of interest at a meeting on July 27 and 28, 2016. While no decision was made by the board with respect to the pursuit of any alternative to Stillwater’s continued execution of its business plan as an independent company, the board authorized management to share non-public information with Sibanye, subject to entry into a customary confidentiality agreement, and directed management to consider other parties that would be reasonably expected to be interested in a strategic transaction involving the Company.

On August 9, 2016, Stillwater and Sibanye entered into a confidentiality agreement, and thereafter Stillwater provided Sibanye and its representatives access to non-public information.

On August 10, 2016, Stillwater’s board of directors met to discuss other parties that would be reasonably expected to be interested in a strategic transaction involving Stillwater. Stillwater’s management then contacted 15 of these parties, all of which were mining companies. Two of these parties, which we refer to in this proxy statement as “Company B” and “Company C,” later signed confidentiality agreements and were provided access to non-public information. Stillwater also again contacted Company A to inquire whether Company A had a potential interest in exploring a transaction with Stillwater despite indicating in July that it would not proceed. Company A again indicated that it was would not proceed with exploring a potential transaction at that time and declined to sign a confidentiality agreement.

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From mid-August through September 2016, representatives of Stillwater met or had discussions with, and provided non-public information to, Company B, Company C and Sibanye. Company B conducted site visits to Stillwater’s operations in late September 2016, and Company C conducted site visits to Stillwater’s operations in early October 2016.

On October 3, 2016, Stillwater’s board of directors met to discuss the strategic assessment process. The board also received an update from management regarding the 16 parties that Stillwater had contacted or with which Stillwater was conducting discussions, including Sibanye.

On October 26 and 27, 2016, Stillwater’s board of directors met again and discussed the strategic assessment process. The board determined at that meeting that it would be desirable to retain an independent financial advisory firm and another law firm, in addition to Stillwater’s regular corporate counsel, to assist the board in the strategic assessment process. On October 27th, the board conducted telephonic interviews of four potential financial advisory firms. Thereafter, the board narrowed the list to two potential financial advisory firms, including BofA Merrill Lynch, and authorized an ad hoc board committee to meet with representatives of the two firms, which meetings were conducted on November 4th.

The Stillwater board of directors authorized the retention of BofA Merrill Lynch at a meeting on November 7th, based in part on the recommendation of the ad hoc committee. At that meeting, the board also authorized an ad hoc committee of directors to oversee the retention of additional legal counsel. Following review of potential law firms and interviews of counsel, the ad hoc committee recommended and the board approved retaining Jones Day as additional legal counsel. Although both BofA Merrill Lynch and Jones Day were retained by the Company, they were selected by and reported to the Stillwater board of directors.

On October 29, 2016, a representative of Sibanye informed Mr. McMullen that Sibanye was hoping to complete due diligence and announce a transaction by no later than November 21, 2016. Mr. McMullen informed Sibanye that he did not believe that this timetable was achievable but that Stillwater remained willing to continue discussing a possible strategic transaction.

During the following week, BofA Merrill Lynch, at the direction of Stillwater’s board of directors, contacted eight additional potential counterparties to a strategic transaction, including five mining companies, two financial sponsors and one international conglomerate. Of these, only one party, which we refer to in this proxy statement as “Company D,” was interested in participating in Stillwater’s strategic assessment process, signed a confidentiality agreement and received access to non-public information. At the direction of the board, BofA Merrill Lynch also contacted the 16 potential counterparties (including Company A, Company B, Company C and Sibanye) that had been previously identified by Stillwater and inquired about their interest in a potential transaction.

On November 9, 2016, representatives of Sibanye contacted Messrs. McMullen and Bateman by telephone to discuss due diligence. At the conclusion of that call, the representatives of Sibanye indicated that Sibanye was targeting submitting a revised indication of interest by the end of November.

From November 10 through 14, 2016, Sibanye’s technical consultants conducted site visits at Stillwater facilities and headquarters. On November 14, 2016, Sibanye’s counsel, Linklaters LLP, delivered a draft merger agreement to Jones Day.

On November 17, 2016, Stillwater’s board of directors met and received an update from management regarding the strategic assessment process. In addition, representatives of Jones Day reviewed in detail the directors’ fiduciary duties in connection with a possible transaction. Also on November 17th, a representative of Company C informed a representative of BofA Merrill Lynch that it had decided not to make a proposal and was withdrawing from the strategic assessment process.

Later on November 17th, Jones Day contacted Linklaters and discussed key issues in the merger agreement, including the conditions to closing and termination and break-up fee provisions proposed by Linklaters. Jones Day sent a mark-up of the draft merger agreement to Linklaters on November 18th.

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On November 19, 2016, representatives of Sibanye informed Messrs. McMullen and Bateman that Sibanye needed approximately two weeks to complete due diligence and arrange committed financing and that, if a transaction could not be announced by the second week in December, Sibanye would likely be required to delay proceeding in respect of a possible transaction until after the end of the year. In this regard, the representatives of Sibanye proposed a December 5, 2016 completion date if the parties were able to reach agreement to proceed with a transaction.

On November 20, 2016, in response to outreach efforts from BofA Merrill Lynch, the chief financial officer of Company A informed Mr. McMullen that Company A was not interested in any possible transaction in which Stillwater would be acquired at a premium to market. Company A’s CFO also indicated that Company A was focused on another possible strategic transaction at that time. Finally, Company A’s CFO indicated that it was possible that Company A would later consider a merger-of-equals transaction but only if Stillwater proposed such a transaction given the reluctance of Company A’s board of directors to consider a transaction earlier in 2016. Unlike Company B, Company C, Company D and Sibanye, Company A had not signed a confidentiality agreement or otherwise participated in the strategic assessment process.

On November 22, 2016, representatives of Stillwater discussed the revised proposed timeline and transaction documentation with representatives of Sibanye and informed Sibanye that, to be seriously considered, Sibanye would need to substantially increase its offer price from the $15.75 per share price it had indicated in July 2016. Later on November 22nd, Mr. Froneman called Mr. McMullen and confirmed that Sibanye understood that it would need to increase its offer price for a transaction with Sibanye to be seriously considered by Stillwater.

The Stillwater board of directors met on November 23, 2016. Mr. McMullen informed the board that he believed that Sibanye’s timeline would be ambitious, given that Sibanye had not proposed a revised price since its initial proposal in July 2016, that Stillwater’s assessment process with other potential parties was ongoing and would need to be concluded prior to proceeding with a transaction with Sibanye, and that a significant amount of work would be required by both parties to finalize a transaction. Mr. McMullen said, however, that management believed that it was possible to conclude the strategic assessment process by mid-December. The representatives of BofA Merrill Lynch then reviewed with the board the status of the third-party outreach effort, including that (1) Sibanye continued to appear interested but had not at that time indicated an increased price, (2) Company A had declined to sign a confidentiality agreement or participate in the process generally, (3) Company B had not responded to BofA Merrill Lynch’s outreach efforts, and (4) Companies C and D had informed BofA Merrill Lynch that they were withdrawing from the process. In addition, representatives of BofA Merrill Lynch informed the board of the outcome of its efforts, at the direction of the board, in the second week of November with two additional mining industry participants that had been contacted by Stillwater management earlier in 2016, which we refer to in this proxy statement as “Company E” and “Company F,” to again assess their interest in a potential strategic transaction. Company E indicated that it might be interested in a possible stock-for-stock merger of equals transaction, and Company F had not yet responded as of the time of the board meeting.

At its November 23, 2016 meeting, Stillwater’s board of directors directed BofA Merrill Lynch to extend the previous deadline for an indication of interest from Company B from November 23rd to November 28th given that, while it had not responded by the deadline indicated at the board’s direction by BofA Merrill Lynch earlier in November, Company B had done substantial work including site visits earlier in 2016. The board also discussed the informal indication from Company A that it might be interested in a possible stock-for-stock merger of equals transaction if such a transaction were proposed by the Company. The board recognized that it was unlikely that a merger of equals transaction would result in a more favorable transaction to shareholders than a sale transaction at a premium due to the absence of substantial cost-saving synergies in any reasonably likely transaction, including in any transaction with any of the participants in the process. Nonetheless, the board directed BofA Merrill Lynch to provide an overview of this potential alternative to the board at a future board meeting as part of the board’s deliberations.

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On November 23, 2016, at the direction of the Stillwater board of directors, BofA Merrill Lynch granted Company B an extension to submit a proposal until November 28, 2016. However, Company B did not submit a proposal by the extended due date or otherwise respond to efforts by Stillwater’s representatives to engage.

On December 1, 2016, Stillwater, Sibanye and their respective legal and financial advisors met to discuss the key terms of a possible transaction. Following that meeting, a representative of Sibanye informed Stillwater that Sibanye would be willing to increase its price to acquire Stillwater from $15.75 per share in cash that it had proposed in July 2016 to a range of $17.50 to $17.75 per share in cash.

On December 2, 2016, Stillwater’s board of directors met with management and Stillwater’s legal and financial advisors to discuss the strategic assessment process. After receiving an update on Sibanye’s proposal, it was the consensus of the board that Stillwater should seek to obtain an increase in Sibanye’s proposed price of $17.50 to $17.75 per share. The board also discussed with management and Stillwater’s legal and financial advisors Stillwater’s strategic alternatives, including the alternative of Stillwater continuing to pursue its existing business plan as an independent company. The board then reviewed management’s projections, which had been provided both to third parties that had signed confidentiality agreements in the strategic assessment process and to BofA Merrill Lynch for purposes of its analysis, and the assumptions on which the projections were based, both as described under the caption “Certain Stillwater Unaudited Prospective Financial Information” in this proxy statement. The representatives of BofA Merrill Lynch also presented certain preliminary financial analyses based on the then-current trading price of the Stillwater common shares and management’s projections. The preliminary financial analyses were prepared prior to Sibanye informing Stillwater late in the prior evening of the increase to its proposed price and thus were based on the $15.75 price proposed by Sibanye in July 2016.

As requested by the Stillwater board of directors at its November 23rd meeting, the representatives of BofA Merrill Lynch also reviewed with the board the relative contributions of Stillwater and the other party in hypothetical merger of equals transactions between Stillwater and each of Company A and Company E, and reviewed a high-level financial overview of merger of equals transactions, including that merger of equals transactions generally do not involve the payment of a substantial premium by one party to the shareholders of the other, and that value creation is typically predicated primarily on the sharing of cost savings and other synergies expected to be generated by the transaction. Because of the nature and locations of their respective businesses, the board considered that there would not be substantial synergies generated by a merger of Stillwater with Company A, Company E or any other mining company reasonably expected to be interested in a potential transaction, including those in the group of companies considered in the strategic assessment process. The board also determined, based in part on BofA Merrill Lynch’s presentation, that if there was a disparity in the trading multiples of the parties to a stock-for-stock merger (as would be the case in a stock-for-stock merger with Company A), the most likely outcome would be a blended multiple, that multiple compression would be as likely as multiple expansion and that it therefore would be imprudent to proceed with a merger of equals transaction predicated on assumed multiple expansion. Based on this discussion and the fact that neither Company A nor Company E had signed a confidentiality agreement or otherwise actively participated in the process, it was the consensus of the board that a merger of equals was not a better strategic alternative for Stillwater’s shareholders at that time than a sale transaction at a substantial premium if such a transaction in fact became available to Stillwater, and that if a transaction with Sibanye or Company F were to be determined to be the best strategic alternative at this time, delaying pursuing it in an effort to determine if a transaction could be developed with Company A or Company E risked losing a superior opportunity.

At the December 2nd board meeting, a representative of Jones Day reviewed in detail the material terms of the draft merger agreement being discussed with representatives of Sibanye, including closing conditions, the break-up fee and expense reimbursement that would be payable by Sibanye if the merger agreement were terminated and certain of the closing conditions were not satisfied, Stillwater’s ability to negotiate and provide information in respect of an unsolicited acquisition proposal, the likely break-up fees plus expense reimbursement that could be payable by Stillwater in such circumstances and the provisions of the agreement in which directors or officers could be said to have an interest that was in addition to or separate from the interests of shareholders generally.

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Later on December 2nd, Stillwater notified Sibanye that the Stillwater board of directors rejected Sibanye’s $17.50-$17.75 per share proposal. On December 3, 2016, Sibanye indicated that it was willing to increase its proposed price to $18.00 per share in cash. On December 4, 2016, Sibanye informed Stillwater, in response to requests from Mr. McMullen that it further increase its indicated price, that $18.00 per share in cash was Sibanye’s final and best price.

Later on December 4th, Stillwater’s board of directors met to discuss the strategic assessment process. The board also was aware that no other third party except Sibanye and possibly Company F, which had signed a confidentiality agreement and been instructed to submit an indication of interest by December 7, 2016, remained in the strategic assessment process. Accordingly, while no decision was made by the board to pursue any alternative to the continued pursuit of Stillwater’s existing business plan as an independent company, it was the consensus of the board that management and the advisors should endeavor to continue to progress discussions with Sibanye, as well as to determine whether or not Company F was interested in pursuing a strategic transaction involving Stillwater.

Representatives of Jones Day and Linklaters substantially concluded negotiation of definitive merger documentation between December 4 and December 8, 2016, following the exchange of various drafts and a series of negotiations during the period from late November through the first week of December.

Mr. Froneman informed Mr. McMullen on December 8, 2016 that Sibanye’s board of directors had approved the acquisition of Stillwater at $18.00 per share in cash. He also informed Mr. McMullen that Sibanye had spoken with representatives of Sibanye’s two largest shareholders regarding the possible transaction on a confidential basis and that these shareholders, which together owned approximately 29.1% of Sibanye’s ordinary shares, had indicated their support for the proposed transaction.

Stillwater’s board of directors met in the evening of December 8, 2016. Mr. McMullen reported that Company F, the only party other than Sibanye continuing in the process as of the last board meeting, had not submitted a proposal and had withdrawn from the process. Following a review of the directors’ fiduciary duties in these circumstances and a discussion of interests of Stillwater directors and officers in the transaction that may be different from or in addition to the interests of shareholders generally, representatives of Jones Day reviewed the material terms of the draft merger agreement as finally negotiated. Representatives of Jones Day and BofA Merrill Lynch then reviewed with the Stillwater board information that had been previously provided regarding material investment and corporate banking relationships between BofA Merrill Lynch and its affiliates, on the one hand, and Sibanye, on the other hand, noting that BofA Merrill Lynch (including certain BofA Merrill Lynch personnel who were consulted on specific matters relating to Sibanye’s capital raising abilities by members of the BofA Merrill Lynch deal team working with Stillwater) had provided investment and corporate banking services to Sibanye over the then-prior two-year period. See the section captioned “Opinion of Stillwater’s Financial Advisor — Miscellaneous.” Also at this meeting, BofA Merrill Lynch reviewed with Stillwater’s board of directors its financial analysis of the per share consideration to be received by Stillwater shareholders in the merger with Sibanye and delivered to Stillwater’s board an oral opinion, which was confirmed by delivery of a written opinion dated December 8, 2016, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion (which were reviewed with the board at the December 8th meeting), the per share consideration to be received in the merger by holders of Stillwater common shares (other than Stillwater, Merger Sub, Sibanye and any direct or indirect subsidiaries of Sibanye or Stillwater and the holders of Dissenting Shares) was fair, from a financial point of view, to such holders. See “Opinion of Stillwater’s Financial Advisor.”

Thereafter, Stillwater’s board of directors unanimously determined that the merger and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Stillwater and its shareholders, approved the merger agreement and the merger, resolved to recommend that Stillwater’s shareholders adopt the merger agreement and directed that the merger agreement be submitted to Stillwater’s shareholders for adoption at a duly convened meeting.

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Stillwater and Sibanye signed the merger agreement and publicly announced the transaction prior to the opening of trading on the JSE and NYSE on December 9, 2016.

Reasons for the Merger; Recommendation of the Stillwater Board of Directors

In the course of determining to recommend that Stillwater shareholders adopt the merger agreement, the Stillwater board of directors considered the following factors relating to the merger agreement and the merger, each of which the board believed supported its decision:

• Value Proposed. The Stillwater board of directors determined that $18.00 per share was an attractive price for Stillwater common shares. The board determined that the $18.00 per share price proposed by Sibanye represented a 22.1 and 15.1 multiple of management’s forecasted of earnings before interest, taxes, depreciation and amortization, or “EBITDA,” for 2016 and 2017, respectively, and a 33.3 and 16.9 multiple of management’s forecasted net cash flow per share, or “CFPS,” for 2016 and 2017, respectively. In addition, the $18.00 per share price represented a 60.9% premium to Stillwater’s VWAP for the preceding 52 weeks, a 24.5% premium to Stillwater’s VWAP for the 30 trading days ending December 8, 2016, the last trading day prior to the announcement of the transaction, and a 22.6% premium to the closing sales price on December 8, 2016. In this regard, the board considered the substantial increase in trading prices for Stillwater common shares over the course of 2016, as well as increases in trading prices of equities generally since the U.S. Presidential election.

• Alternatives. The Stillwater board of directors reviewed Stillwater’s long-term strategic alternatives in addition to continuing Stillwater’s existing business plan as an independent company, which it believed to be a possible stock-for-stock merger with another company and the sale of Stillwater for cash or other consideration in a transaction like that proposed by Sibanye. The board concluded that a sale of Stillwater at $18.00 per share in cash was superior to continuing to pursue Stillwater’s strategic plan as an independent company in light of various factors, including those summarized above and BofA Merrill Lynch’s financial analyses described in the section captioned “Opinion of Stillwater’s Financial Advisor.” In addition, the board determined that a stock-for-stock merger transaction was not likely to produce a value per Stillwater common share in excess of $18.00 for the reasons discussed in the section captioned “Background of the Merger” and that there was no assurance that such a transaction would in fact be available to Stillwater.

• Process. The board of directors reviewed the strategic assessment process at ten meetings following Sibanye’s submission of its initial indication of interest on July 21, 2016. The board also considered the process undertaken to determine whether other parties might be interested in considering an alternative transaction as described in the section captioned “Background of the Merger,” and that of the 24 parties contacted only Sibanye, Company A and Company E had expressed interest, and Company A and Company E had each only indicated in general terms that they might be interested in a possible stock-for-stock merger of equals transaction, but had not signed confidentiality agreements, made a specific proposal or otherwise participated in the strategic assessment process.

• Greater Certainty of Value. The board of directors considered that the proposed merger consideration is payable in all cash, thereby providing Stillwater shareholders with certainty of value and liquidity for their shares, especially when viewed against the risks and uncertainties inherent in Stillwater’s business, including the volatility of trading prices for Stillwater common shares and mining companies generally and risks associated with the mining industry.

• Receipt of Fairness Opinion from BofA Merrill Lynch. The board of directors considered the opinion of BofA Merrill Lynch, dated December 8, 2016, to Stillwater’s board as to the fairness, from a financial point of view and as of the date of the opinion, of the per share consideration to be received in the merger by holders of Stillwater common shares (other than Stillwater, Merger Sub, Sibanye and any direct or indirect subsidiaries of Sibanye or Stillwater and the holders of Dissenting Shares), as more fully described below in the section captioned “Opinion of Stillwater’s Financial Advisor.”

• Likelihood of Completion. While the board of directors recognized that the conditions to the completion of the merger resulting from legal requirements applicable to Sibanye, in particular the Sibanye merger

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shareholder approval, the Sibanye rights offering shareholder approval, the SARB approval and the CFIUS clearance, created a risk that the merger might not be completed, the board considered, among other things, that (1) holders of 29.1% of Sibanye’s ordinary shares had expressed support for the transaction, (2) Sibanye had agreed to use its reasonable best efforts to seek to obtain the referenced approvals, and (3) Sibanye had agreed to pay the reverse break-up fee of $33 million (plus up to $10 million in documented expenses) in certain instances, including if the merger agreement was terminated and such conditions were not satisfied.

The board also determined that, while there necessarily could be no assurance with respect thereto, the other conditions to the completion of the merger, including the HSR Act clearance, were customary and reasonably likely to be satisfied.

• Opportunity To Receive Alternative Acquisition Proposals and To Negotiate a Superior Proposal. The board of directors considered the terms of the merger agreement relating to Stillwater’s ability to respond to unsolicited acquisition proposals, including:

• Stillwater’s right, subject to certain conditions, to provide non-public information in response to, and to discuss and negotiate with respect to, certain unsolicited acquisition proposals made before the requisite Stillwater vote is obtained (see the section captioned “The Merger Agreement —Non-Solicitation by Stillwater”); and

• The provision of the merger agreement allowing the Stillwater board of directors to change its recommendation to shareholders with respect to a superior proposal, subject to payment of a termination fee of $16.5 million (plus up to $10 million in documented expenses), approximately $0.22 per share, in certain circumstances, which amount the Stillwater board of directors believed, based in part on advice from Jones Day, was substantially lower than the break-up fees typically payable in comparable transactions (see the sections captioned “The Merger Agreement — Non-Solicitation by Stillwater,” “The Merger Agreement — Change in Stillwater’s Board of Directors’ Recommendation,” “The Merger Agreement — Termination of the Merger Agreement” and “The Merger Agreement —Stillwater Termination Fee; Expense Reimbursement”).

In the course of reaching its recommendation, the Stillwater board of directors also considered risks and other considerations relating to the merger agreement and the merger which the board believed were negative factors, including:

• Increases in Equity Prices. Increases in trading prices of Stillwater common shares over the course of 2016, increases in stock market prices generally since the U.S. Presidential election and the possibility that equity prices generally and for mining companies in particular would trade publicly at higher multiples than in historical periods;

• No Ongoing Equity Participation. Stillwater shareholders will have no ongoing equity participation in Stillwater following the merger, and as such that shareholders will therefore cease to participate in Stillwater’s future earnings or growth, if any, or to benefit from increases, if any, in the value of Stillwater or resulting from the merger;

• Risk of Termination; Shareholder Vote before Closing. The possibility that the transaction would not be completed before the June 30, 2017 termination date under the merger agreement, with a potential extension beyond that if extended in certain circumstances, that Stillwater shareholders could be asked to vote on adoption of the merger agreement significantly in advance of the completion of the transaction and that, if Stillwater shareholder approval of the Sibanye transaction is obtained, Stillwater will not have the right thereafter to provide information to or negotiate with a third party that may be interested in proposing an alternative transaction;

• Risks if Transaction Not Completed. The possibility that the merger may not be completed as a result of failure to obtain required Sibanye shareholder approvals, regulatory approvals or for other reasons, as well as the risks and costs to Stillwater if the merger is not completed or if there is uncertainty about the likelihood, timing or effects of completion of the merger, including uncertainty about the effect of the

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proposed merger on Stillwater’s employees, potential and existing customers and suppliers and other parties, which could impair Stillwater’s ability to attract, retain and motivate key personnel and could cause third parties to seek to change or not enter into business relationships with Stillwater, as well as the risk of management distraction as a result of the merger;

• Restrictions in Merger Agreement. The restrictions in the merger agreement on the conduct of Stillwater’s business before completion of the merger, generally requiring Stillwater to use its reasonable best efforts to conduct its business in the ordinary course and prohibiting Stillwater from taking specified actions, which may delay or prevent Stillwater from taking advantage of unexpected business opportunities that may arise pending completion of the merger (as more fully described in the section captioned “The Merger Agreement — Covenants Relating to the Conduct of Business”);

• Break-Up Fee. The possibility that Stillwater may be required under the terms of the merger agreement to pay a termination fee of $16.5 million (plus reimbursement of expenses not to exceed $10 million) under certain circumstances or, if the merger agreement is terminated by either Stillwater or Sibanye because Stillwater shareholders do not approve the merger, to pay expenses incurred by Sibanye and Merger Sub in an amount not to exceed $10 million (as more fully described in the section captioned “The Merger Agreement — Stillwater Termination Fee; Expense Reimbursement”);

• Reverse Break-Up Fee: The fact that the $33 million reverse break-up fee plus up to $10.0 million expense reimbursement payable by Sibanye in certain circumstances, while two times on a combined basis the break-up fee payable by Stillwater in certain circumstances, is about 2% of the total amount payable to shareholders in the Merger (as more fully described in the section captioned “The Merger Agreement —Sibanye Reverse Termination Fee; Expense Reimbursement”); and

• Taxable Transaction. The receipt of cash by Stillwater shareholders in exchange for their Stillwater common shares pursuant to the merger will be a taxable transaction to Stillwater shareholders that are U.S. holders for U.S. federal income tax purposes (as more fully described in the section captioned “Proposal 1: The Merger — Material U.S. Federal Income Tax Consequences of the Merger”).

The Stillwater board of directors determined that, on balance, the factors favoring the approval of the merger agreement and the merger substantially outweighed the risks and factors militating against the merger agreement and the merger.

The foregoing discussion of the information and factors considered by the Stillwater board of directors includes the material factors considered by the board but does not necessarily include all of the factors considered. In view of the complexity and variety of factors considered in connection with its evaluation of the merger agreement and the merger, the board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The board unanimously resolved to recommend that the shareholders of Stillwater adopt the merger agreement based upon the totality of information it considered.

Certain Stillwater Unaudited Prospective Financial Information

Except for annual guidance in respect of production estimates, costs and capital expenses (but not EBITDA as Stillwater does not provide guidance on estimated product prices in light of, among other things, the volatility of such prices), Stillwater does not as a matter of course make public projections as to future performance, and recognizes the difficulty of making projections for extended periods due to, among other reasons, the volatility of product prices, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty of underlying assumptions and estimates. However, Stillwater is including in this proxy statement a summary of certain limited unaudited prospective financial information for Stillwater on a standalone basis, without giving effect to the merger, to give Stillwater shareholders access to certain non-public information provided to the Stillwater board of directors, Stillwater’s financial advisors and participants in Stillwater’s

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strategic assessment process, including Sibanye. The inclusion of this information in this proxy statement should not be regarded as an indication that Stillwater, the Stillwater board, Sibanye, the Sibanye board of directors, Stillwater’s or Sibanye’s financial advisors, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results or an accurate prediction of future results, and they should not be relied on as such.

The prospective financial information and the underlying assumptions upon which it was based are subjective in many respects, and subject to multiple interpretations and frequent revisions attributable to Stillwater’s industry and based on actual experience and business developments. The prospective financial information reflects numerous assumptions with respect to Stillwater’s performance, industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond Stillwater’s control. Multiple factors, including those described in the section captioned “Cautionary Statement Concerning Forward-Looking Statements,” could cause the prospective financial information or the underlying assumptions to be inaccurate. As a result, there can be no assurance that the prospective results included in the prospective financial information will be realized or that actual results will not be significantly higher or lower than forecasted. Because the prospective financial information covers the extended periods of the estimated lives of key Stillwater mines, such information by its nature becomes less reliable with each successive year. The prospective financial information does not take into account any circumstances or events occurring after the date on which it was prepared. Economic and business environments can and do change quickly, which adds an additional significant level of uncertainty as to whether the results portrayed in the prospective financial information will be achieved. As a result, the inclusion of the prospective financial information in this proxy statement does not constitute an admission or representation by Stillwater or any other person that the information is material. The summary of the prospective financial information is not provided to influence Stillwater shareholders’ decisions regarding whether to vote for the merger proposal or any other proposal.

The prospective financial information was not prepared with a view toward public disclosure or toward compliance with United States generally accepted accounting principles (“GAAP”), published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither KPMG LLP (“KPMG”), Stillwater’s independent registered public accounting firm, nor any other accounting firm, has examined, compiled or performed any procedures with respect to the prospective financial information, and accordingly, KPMG does not express an opinion or any other form of assurance with respect thereto. The KPMG report incorporated by reference in this proxy statement relates to Stillwater’s historical financial information. It does not extend to the prospective financial information contained herein and should not be read to do so.

The principal assumptions used in developing the prospective financial information were:

• Basic Approach Nominal: All estimates, including product prices and costs, were determined in nominal terms.

• Inflation rate assumptions were derived from the Core PCE Chain Prices from BofA Merrill Lynch’s U.S. Weekly report (November 10, 2016) and BofA Merrill Lynch’s U.S. Economic Watch report (October 5, 2016).

• Operating Assumptions: Mining recovery estimates were based on management’s life of mine, or “LOM,” plan for each of Stillwater’s mines with the following assumptions:

• Production rates based on management’s forecasted mine plan;

• 100% of production of proven and probable reserves were assumed mined through the 2042 LOM for the Company’s Stillwater Mine, with production ceasing at that time at the East Boulder Mine and Lower East Boulder project as the net present value of the cash flow from these projects is expected to be negative at that time;

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• 7.4 million ounces of PGM production from the Blitz project were assumed through its 2042 LOM at a capital cost of $161 million incurred during the period from 2017 to 2020; and

• Measured and indicated resources of Stillwater’s Altar property in Argentina were assumed to consist of 17 billion pounds of copper equivalent reserves (based on Stillwater management’s November 2016 Preliminary Economic Assessment report), from which a valuation of $17-$54 million was derived for such property based on trading comparables of companies with similar projects.

• Revenues: Product prices were based on consensus estimates of 22 and 23 financial analysts for palladium and platinum, respectively, assumed to increase as follows:

• Palladium was assumed to increase from $682/ounce in 2017 to $769/ounce in 2021 and 2% each year thereafter;

• Platinum was assumed to increase from $1,097/ounce in 2017 to $1,292 per ounce in 2021 and 2% each year thereafter;

• By-product revenue projections were based on the historical rhodium, gold, copper and nickel relationship to PGM grades with payability factors, representing the percentage of smelted ore paid to the miner, determined in accordance with Stillwater’s current contractual arrangements; and

• Recycling projections were based on Stillwater’s 2016 contracts in place, which were assumed to continue for 2017 and increase 2.1% in 2018, 2.3% in 2019 and 2.0% per year thereafter.

• Costs: The unit rates, or cost per ton, for mining and milling were based on historical cost information for the East Boulder and Stillwater mines. Costs for the Lower East Boulder and Blitz projects were estimated based on a mix of historical information and a forecasted mine plan. The unit rates for mining and milling were assumed to be constant for 2017 and 2018, and then to increase 2.3% in 2019 and 2.0% per year thereafter, and:

• Royalty costs were based on a weighted average rate of approximately 5%;

• Taxes were calculated at the greater of federal/state taxes based on current statutory rates and alternative minimum taxes;

• $4 million of annual stock-based compensation expense for 2017 and 2018, and an increase of 2.3% in 2019 and 2.0% per year thereafter, were included and treated as cash expenses; and  

• No exploration costs were assumed but a capital cost totaling $283 million during the period from 2018 to 2024 was assumed to build out the Lower East Boulder project of Stillwater’s East Boulder Mine.

Prospective Financial Information: The following is a summary of Stillwater’s forecasted nominal LOM EBITDA and LOM Unlevered Free Cash Flow (“UFCF”) for the periods set forth below as furnished to Sibanye, certain other parties participating in the strategic assessment process and BofA Merrill Lynch ($ in millions):

	2016			2017		2018		2019		2020		2021-2025(2)		2026-2030(2)		2031-2035(2)		2036-2042(2)
EBITDA(1)	$	100		$	147	$	200	$	245	$	315	$	393	$	503	$	569	$	496
UFCF(1)	($	17	)	$	21	$	36	$	68	$	133	$	226	$	343	$	395	$	345

(1) All amounts are estimates rounded to the nearest million.

(2) These amounts are averages of the annual amounts in the periods shown.

Readers of this proxy statement are cautioned not to place unwarranted reliance on the prospective financial information. No one has made or makes any representation regarding the information included therein. Stillwater urges all Stillwater shareholders to review its most recent SEC filings for a description of its reported financial results. See the section captioned “Where You Can Find Additional Information.”

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In addition, the prospective financial information has not been updated or revised to reflect information or results after the date the information was prepared or as of date of this proxy statement, and except as required by applicable securities laws, Stillwater does not intend to update or otherwise revise the prospective financial information or any portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

Opinion of Stillwater’s Financial Advisor

Stillwater has retained BofA Merrill Lynch to act as Stillwater’s financial advisor in connection with the merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. Stillwater selected BofA Merrill Lynch to act as Stillwater’s financial advisor in connection with the merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the merger and its reputation in the investment community.

On December 8, 2016, at a meeting of the Stillwater board of directors held to evaluate the merger, BofA Merrill Lynch delivered to the Stillwater board an oral opinion, which was confirmed by delivery of a written opinion dated December 8, 2016, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received by holders of Stillwater common shares (other than Stillwater Merger Sub, Sibanye and any direct or indirect subsidiaries of Sibanye or Stillwater and the holders of dissenting shares) was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch’s written opinion to the Stillwater board of directors, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this proxy statement and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Stillwater board for the benefit and use of the Stillwater board (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger, and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Stillwater or in which Stillwater might engage or as to the underlying business decision of Stillwater to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any shareholder as to how to vote or act in connection with the proposed merger or any related matter.

In connection with rendering its opinion, BofA Merrill Lynch:

(1) reviewed certain publicly available business and financial information relating to Stillwater;

(2) reviewed certain internal financial and operating information with respect to the business, operations and prospects of Stillwater furnished to or discussed with BofA Merrill Lynch by the management of Stillwater, including certain financial forecasts relating to Stillwater prepared by the management of Stillwater (such forecasts, the “Stillwater Forecasts”);

(3) discussed the past and current business, operations, financial condition and prospects of Stillwater with members of senior management of Stillwater;

(4) reviewed the trading history for Stillwater common shares and a comparison of that trading history with the trading histories of other companies BofA Merrill Lynch deemed relevant;

(5) compared certain financial and stock market information of Stillwater with similar information of other companies BofA Merrill Lynch deemed relevant;

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(6) compared certain financial terms of the merger to financial terms, to the extent publicly available, of other transactions BofA Merrill Lynch deemed relevant;

(7) compared certain information regarding the measured and indicated resources of Stillwater’s Altar property (the “Altar Resources”) with, to the extent publicly available, similar information with respect to other companies that own, and transactions involving other companies that own, exploration-stage copper resources in South America BofA Merrill Lynch deemed relevant;

(8) considered the results of BofA Merrill Lynch’s efforts on behalf of Stillwater to solicit, at the direction of Stillwater, indications of interest from third parties with respect to a possible acquisition of Stillwater;

(9) reviewed a draft, dated December 8, 2016, of the merger agreement (the “Draft Agreement”); and

(10) performed such other analyses and studies and considered such other information and factors as BofA Merrill Lynch deemed appropriate.

In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of Stillwater that it is not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the Stillwater Forecasts, BofA Merrill Lynch was advised by Stillwater, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of Stillwater as to the future financial performance of Stillwater. With respect to the Altar Resources, at the direction of Stillwater, BofA Merrill Lynch assumed that the Altar Resources were equal to the measured and indicated resources as set forth in the November 6, 2016 Preliminary Economic Assessment for the Altar property, furnished to and discussed with BofA Merrill Lynch by the management of Stillwater. BofA Merrill Lynch did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of Stillwater, nor did it make any physical inspection of the properties or assets of Stillwater. BofA Merrill Lynch did not evaluate the solvency or fair value of Stillwater, Sibanye or Merger Sub under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of Stillwater, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on Stillwater or the contemplated benefits of the merger in any respects material to its analyses or opinion. BofA Merrill Lynch also assumed, at the direction of Stillwater, that the final executed merger agreement did not differ in any material respect from the Draft Agreement reviewed by BofA Merrill Lynch.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the consideration to be received by the holders of Stillwater common shares (other than Stillwater, Merger Sub, Sibanye and any direct or indirect subsidiaries of Sibanye or Stillwater and the holders of dissenting shares), and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any other class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to Stillwater or in which Stillwater might engage or as to the underlying business decision of Stillwater to proceed with or effect the merger. BofA Merrill Lynch did not express any opinion as to the prices at which Stillwater common shares would trade at any time, including following announcement or consummation of the merger. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any shareholder should vote or

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act in connection with the merger or any related matter. Except as described above, Stillwater imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by a fairness opinion review committee of BofA Merrill Lynch.

The discussion set forth below in the section captioned “Stillwater Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to the Stillwater board of directors in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

Stillwater Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for Stillwater and the following 21 publicly traded mining companies in the platinum, gold, base metals and silver sectors:

• Alamos Gold Inc.

• Anglo American Platinum Ltd.

• Coeur Mining, Inc.

• Detour Gold Corporation

• First Majestic Silver Corp.

• Fortuna Silver Mines Inc.

• Hecla Mining Company

• Hochschild Mining plc

• HudBay Minerals Inc

• Impala Platinum Holdings Ltd.

• Kinross Gold Corporation

• Kirkland Lake Gold Inc.

• Lonmin plc

• Lundin Mining Corporation

• New Gold Inc.

• Northam Platinum Ltd.

• Pan American Silver Corporation

• Royal Bafokeng Platinum

• Silver Standard Resources Inc.

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• Tahoe Resources Inc.

• Yamana Gold Inc.

BofA Merrill Lynch reviewed, among other things, per share equity values, based on closing stock prices on December 7, 2016, of the selected publicly traded companies as a multiple of calendar year 2017 estimated cash flow per share, commonly referred to as CFPS. BofA Merrill Lynch also reviewed enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on December 7, 2016, plus debt, preferred equity and minority interests, less cash, cash equivalents and investments in equity affiliates, as a multiple of calendar year 2017 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA. BofA Merrill Lynch then applied calendar year 2017 CFPS multiples of 8.0x to 14.0x derived from the selected publicly traded companies to Stillwater’s calendar year 2017 estimated CFPS and applied calendar year 2017 EBITDA multiples of 8.0x to 13.0x derived from the selected publicly traded companies to Stillwater’s calendar year 2017 estimated EBITDA. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of Stillwater were based on the Stillwater Forecasts.

In addition, BofA Merrill Lynch determined, based on its professional judgment and experience, that, in order to calculate the implied per share equity value reference ranges for Stillwater, the value of the Altar Resources should be added to the values derived in the selected publicly traded companies analysis described above. In connection with determining the additional implied per share equity value attributable to the value of the Altar Resources, BofA Merrill Lynch separately reviewed publicly available financial and stock market information for the following four publicly traded mining companies that own exploration-stage copper resources in South America:

• Candente Copper Corp.

• Los Andes Copper Ltd.

• Metminco Ltd.

• Panoro Minerals Ltd.

BofA Merrill Lynch reviewed, among other things, the enterprise value of such publicly traded companies, calculated as equity values based on closing stock prices on December 7, 2016, plus debt, preferred equity and minority interests, less cash, cash equivalents and investments in equity affiliates as a multiple of total copper equivalent resources. BofA Merrill Lynch then applied per pound multiples of $0.001 to $0.003 derived from the selected publicly traded companies to the assumed weight of the copper equivalent resources constituting the Altar Resources. The assumed weight of the copper equivalent resources was based on the November 6, 2016 Preliminary Economic Assessment for the Altar property, as further described above.

The above analysis indicated the following approximate implied per share equity value reference ranges for Stillwater, as compared to the consideration in the merger:

Implied Per Share Equity Value Reference Ranges for Stillwater		Merger Consideration
2017E CFPS	2017E EBITDA
$8.69 - $15.39	$10.66 - $16.94	$18.00

No company used in this analysis is identical or directly comparable to Stillwater or the Altar Resources. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which Stillwater and the Altar Resources were compared.

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Selected Precedent Transactions Analysis. BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following 21 selected transactions involving companies and mines in the gold, base metals and platinum group minerals sectors:

Acquiror	Target/Acquired Mine	Date Announced
Selected Gold Precedent Transactions
•    Tahoe Resources Inc.	•    Lake Shore Gold Corp.	•    February 2016
•    Kinross Gold Corporation	•    Bald and Round Mountain Mines	•    November 2015
•    Newmont Mining Corp	•    Cripple Creek and Victor Mines	•    June 2015
•    Evolution Mining Ltd.	•    Cowal Mine	•    May 2015
•    Alamos Gold Inc.	•    AuRico Metals Inc.	•    April 2015
•    Tahoe Resources Inc.	•    Rio Alto Mining Ltd.	•    February 2015
•    Yamana Gold Inc. and Agnico Eagle Mines Ltd.	•    Osiko Mining Corp.	•    April 2014
•    Hecla Mining Company	•    Aurizon Mines Ltd.	•    March 2013
•    B2Gold Corp	•    CGA Mining Ltd.	•    September 2012
•    St Barbara Ltd.	•    Allied Gold Mining Plc	•    June 2012
•    Pan American Silver Corporation	•    Minefinders Corp Ltd.	•    January 2012
•    Eldorado Gold Corporation	•    European Goldfields Ltd.	•    December 2011
Selected Base Metal Precedent Transactions
•    Boliden AB	•    Kevitsa Mine	•    March 2016
•    Antofagasta PLC	•    Zaldivar Mine	•    July 2015
•    Guangdong Rising Assets Management	•    PanAust Ltd.	•    March 2015
•    Lundin Mining Corporation	•    Candelaria Mine	•    October 2014
•    China Molybdenum Co., Ltd.	•    Northparkes Mine	•    July 2013
•    First Quantum Minerals Ltd.	•    Inmet Mining Corporation	•    November 2012
•    Sumitomo Metal Mining Co., Ltd.	•    Morenci Mine	•    February 2016
Selected Platinum Group Minerals Precedent Transactions
•    Sibanye Gold Ltd.	•    Rustenburg Mine	•    September 2015
•    Sibanye Gold Ltd.	•    Aquarius Platinum plc	•    October 2015

BofA Merrill Lynch reviewed transaction values, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction or the consideration payable for the acquired mine, as multiples of the target company’s or acquired mine’s one-year forward estimated CFPS and one-year forward estimated EBITDA. BofA Merrill Lynch then applied one-year forward CFPS and EBITDA multiples of 9.0x to 12.0x and 7.0x to 11.0x, respectively, derived from the selected transactions to Stillwater’s calendar year 2017 estimated CFPS and calendar year 2017 estimated EBITDA. Estimated financial data of the selected transactions were based on publicly available information at the time of announcement of the relevant transaction. Estimated financial data of Stillwater were based on the Stillwater Forecasts.

In addition, BofA Merrill Lynch determined, based on its professional judgment and experience, that, in order to calculate the implied per share equity value reference ranges for Stillwater, the value of the Altar Resources should be added to the values derived in the selected precedent transactions analysis described above. In connection with determining the additional implied per share equity value attributable to the value of the Altar Resources, BofA Merrill Lynch separately reviewed, to the extent publicly available, financial information

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relating to the following two transactions involving companies that own exploration-stage copper resources in South America:

Acquiror	Target/Acquired Mine	Date Announced
Selected South American Copper Development Precedent Transactions
•    Teck Resources Ltd.	•    AQM Copper Inc.	•    November 2016
•    First Quantum Minerals Ltd.	•    Lumina Copper Corp.	•    June 2014

BofA Merrill Lynch reviewed, among other things, transaction values, calculated as the enterprise value of such publicly traded companies or as implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s total copper equivalent resources. BofA Merrill Lynch then applied per pound multiples of $0.01 to $0.02 derived from the selected transactions to the assumed weight of the copper equivalent resources constituting the Altar Resources. The assumed weight of the copper equivalent resources was based on the November 6, 2016 Preliminary Economic Assessment for the Altar property, as further described above.

The above analysis indicated the following approximate implied per share equity value reference ranges for Stillwater, as compared to the merger consideration:

Implied Per Share Equity Value Reference Ranges for Stillwater
2017E CFPS	2017E EBITDA	Merger Consideration
$11.03 - $15.64	$10.73 - $16.93	$18.00

No company, business or transaction used in this analysis is identical or directly comparable to Stillwater, the Altar Resources or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which Stillwater, the Altar Resources and the merger were compared.

Net Asset Value Analysis. BofA Merrill Lynch performed a net asset value analysis of Stillwater to calculate the estimated value of Stillwater’s net assets as of December 31, 2016, calculated as the discounted cash flow value of the assets constituting the Stillwater Mine, Blitz project, East Boulder Mine and Lower East Boulder project, plus cash, less the market value of Stillwater’s convertible debentures as of December 7, 2016, less estimated mine closure liabilities, plus the value of the Altar Resources. Such calculation was based on the Stillwater Forecasts, publicly available information, in the case of the estimated mine closure liabilities, Stillwater’s estimates thereof and, in the case of the value of the Altar Resources, a per pound multiple of $0.003 derived from the selected publicly traded companies applied to the assumed weight of the copper equivalent resources constituting the Altar Resources. The cash flow value of the assets constituting the Stillwater Mine, Blitz project, East Boulder Mine and Lower East Boulder project was discounted to present value as of December 31, 2016 using nominal discount rates ranging from 11.6% to 14.5%, which were based on an estimate of Stillwater’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for Stillwater as compared to the merger consideration:

Implied Per Share Equity Value Reference Range for Stillwater	Merger Consideration
$10.58 - $13.98	$18.00

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Other Factors

BofA Merrill Lynch also noted certain additional factors that were not considered part of BofA Merrill Lynch’s material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

• implied premiums to the current trading price of Stillwater common shares, the 20-trading-day volume-weighted average price, commonly referred to as VWAP; the 30-trading-day VWAP; the 60-trading-day VWAP; the 90-trading-day VWAP; the 52-week high price and the 52-week low price;

• historical trading prices of Stillwater common shares during the 52-week period ended (and including) December 7, 2016, which indicated that during such period Stillwater’s intraday prices ranged from $4.99 to $15.91 per share; and

• share price performance of selected publicly traded companies in the platinum, gold, base metals and silver sectors during the 12 month, 3 year and 5 year periods ended (and including) December 7, 2016.

Miscellaneous

As noted above, the discussion set forth above in the section captioned “Stillwater Financial Analyses” is a summary of the material financial analyses presented by BofA Merrill Lynch to the Stillwater board of directors in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of Stillwater and Sibanye. The estimates of the future performance of Stillwater and Sibanye in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, of the merger consideration and were provided to the Stillwater board of directors in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of Stillwater or Sibanye.

The type and amount of consideration payable in the merger was determined through negotiations between Stillwater and Sibanye, rather than by any financial advisor, and was approved by the Stillwater board of directors. The decision to enter into the merger agreement was solely that of the Stillwater board. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by the Stillwater board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Stillwater board of directors or management with respect to the merger or the consideration payable in the merger.

Stillwater has agreed to pay BofA Merrill Lynch for its services in connection with the merger an aggregate fee currently estimated to be approximately $11.5 million, $1 million of which was payable in connection with its

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opinion and the balance of which is contingent upon the completion of the merger. Stillwater also has agreed to reimburse BofA Merrill Lynch for its expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in the equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of Stillwater, Sibanye and certain of their respective affiliates.

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing and in the future may provide investment banking, commercial banking and other financial services to Sibanye and have received or in the future may receive compensation for the rendering of these services, including having acted or acting as administrative agent, global coordinator, mandated arranger and bookrunner for, and as a lender under, Sibanye’s revolving credit facility. From November 1, 2014 through October 31, 2016, BofA Merrill Lynch and its affiliates derived aggregate revenues from Sibanye and its affiliates of approximately $800,000 for investment and corporate banking services.

Financing

There is no financing condition to the merger. In connection with the execution of the merger agreement, Sibanye and Merger Sub entered into a bridge facilities agreement with Citibank, N.A., London Branch and HSBC Bank PLC, the lenders (the “lenders”), and Citibank Europe PLC, UK Branch, as the agent (the “agent”), pursuant to which the lenders have agreed to provide debt financing for the merger and to repay certain existing indebtedness of Stillwater, consisting of a $2.65 billion senior unsecured bridge loan facility. The obligation of the lenders to provide this debt financing is subject to a number of customary conditions, of which the conditions precedent to the effectiveness of definitive documentation for such financing have been satisfied, as evidenced by a letter issued by the agent on December 8, 2016. Sibanye’s two largest shareholders, which together own 29.1% of Sibanye’s issued share capital, have confirmed their support of the transaction. It is a condition to the debt financing that Sibanye obtain the rights offering shareholder approval. See the section captioned “The Merger Agreement — Financing.”

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Stillwater board of directors that Stillwater shareholders vote in favor of the adoption of the merger agreement, Stillwater shareholders should be aware that the directors and executive officers of Stillwater have potential interests in the proposed merger that may be different from or in addition to the interests of Stillwater shareholders generally. The Stillwater board of directors was aware of these interests and considered them, among other matters, in making its recommendation that Stillwater’s shareholders vote in favor of the adoption of the merger agreement.

Treatment of Stillwater Equity Awards

Stock Options. At the effective time of the merger, each stock option that is outstanding immediately prior to the effective time, whether vested or unvested, will be canceled and converted into the right receive a cash payment as soon as reasonably practicable after the effective time equal to the product of (1) the total number of Stillwater common shares subject to such option and (2) the excess, if any, of the merger consideration over the per share

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exercise price of such option, without interest and subject to applicable withholding taxes. If the exercise price of any such stock option is equal to or greater than the merger consideration, such option will be canceled in exchange for no consideration, in accordance with Stillwater’s equity incentive plan.

PSU Awards. At the effective time of the merger, each PSU granted prior to 2017 that is outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled and converted into the right to receive a cash amount equal to the product of (1) the total number of Stillwater common shares subject to such award (at the 150% performance level) and (2) the merger consideration, without interest and subject to applicable withholding taxes. The 150% assumed performance-level for PSUs was determined by the Compensation Committee of the Stillwater board of directors to be a fair estimate of the actual payout in respect of PSUs granted prior to 2017. Such determination was made after Sibanye had increased its price to $18.00 per share and informed Stillwater that this was its final and best price.

Other RSU Awards. At the effective time of the merger, each RSU granted prior to 2017 that is outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled and converted into the right to receive a cash amount equal to the product of (1) the total number of Stillwater common shares subject to such award and (2) the merger consideration, without interest and subject to applicable withholding taxes.

2017 Grants: The merger agreement permits Stillwater to grant equity incentive awards in 2017 at levels substantially consistent with 2016 levels. The vesting of these awards will not accelerate upon the occurrence of the merger, but will vest in accordance with the terms of the awards (three-year vesting period, one-third vested each year, and satisfaction of performance targets in the case of PSU awards), unless the employment of the executive receiving such an award is terminated by Stillwater without cause or is terminated by the executive for good reason (in which event the PSU award performance targets would be assumed to be satisfied at 100% of target). See the section captioned “The Merger Agreement — Treatment of Equity Awards.”

Severance Benefits in Employment Agreements

Stillwater is party to employment agreements with each of its named executive officers that provide for severance benefits. The severance benefits are payable in connection with a qualifying termination of employment whether or not the termination of employment is in connection with a change in control. If the employment of a named executive officer of Stillwater was to be terminated by Stillwater for underperformance without cause (as defined below) or by the officer for good reason (as defined below), the officer would be entitled to the following:

• Severance Payment. A cash severance payment equal to the sum of (1) two times the named executive officer’s base salary in effect at the time of the employment termination and (2) two times the average of the named executive officers’ target and actual short-term incentive plan award for the calendar year immediately preceding the year of termination of employment, with such severance payment to be paid out in 24 equal monthly installments commencing on the first day of the month following the three-month anniversary of the termination date and continuing on the first day of each month thereafter;

• COBRA Benefits. An amount equal to 18 months of the cost to continue group medical coverage pursuant to COBRA, less applicable withholding, provided that the named executive officer is eligible for and elects such continuation coverage;

• Retention Payment. In the case of Mr. McMullen on a resignation for good reason, the acceleration of vesting of a lump sum retention payment equal to $640,000, which would otherwise be payable immediately following December 31, 2018; and

• Relocation Payment. In the case of Mr. McMullen on any termination of employment, payment of up to $400,000 to account for any loss related to the sale of Mr. McMullen’s personal residence in Denver, Colorado. In the event that Mr. McMullen’s Denver residence is not sold after being listed with a realtor for six months, Stillwater will purchase the residence at its then fair market value in addition to paying Mr. McMullen for any loss relating to such sale up to $400,000.

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“Underperformance without cause” is defined as the termination of employment by Stillwater of the named executive officer for such officer’s failure to meet the performance expectations and standards customary for the position held by such officer in a U.S. public company or as set forth in such officer’s employment agreement.

“Good reason” is defined in general as the termination of employment with Stillwater by the named executive officer within six months following the occurrence of the following events (except as a result of a prior termination), without such officer’s written consent: (1) a material diminution or change, adverse to the named executive officer in such officer’s positions, titles, status, rank, nature of responsibilities or authority with Stillwater; (2) a material decrease in the named executive officer’s annual base salary or a decrease in the target bonus award opportunities, in each case, as described in such officer’s employment agreement; (3) a material reduction in the aggregate benefits for which the named executive officer is eligible under Stillwater’s benefit plans; (4) Stillwater requiring the named executive employee to relocate outside of the State specified in such officer’s employment agreement; and (5) in the case of Mr. McMullen only, his visa not being renewed or revoked (unless due to his or his family’s fault), but only if, in the case of clauses (1)-(5), the named executive officer has first provided Stillwater with notice of such event within 90 days of its initial existence and Stillwater has not remedied such condition within 30 days of such notice.

None of the named executive officers are eligible for a gross-up in respect of excise taxes that might be incurred under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”). As a condition to receiving the benefits under the employment agreements described above, the applicable executive officer must execute a release of claims.

For an estimate of the amounts that would become payable to each of Stillwater’s named executive officers under his or her employment agreement if a severance-qualifying termination of employment were to occur following consummation of the merger, see the section below captioned “— Quantification of Potential Payments to Stillwater’s Named Executive Officers in Connection with the Merger.” Stillwater estimates the aggregate value of the severance payment and ancillary benefits that would become payable to Stillwater’s executive officers under their employment agreements if the effective time of the merger were February 15, 2017, and each incurred a severance-qualifying termination of employment on that date, to be $[            ].

Indemnification; Directors’ and Officers’ Insurance

The merger agreement provides that, following the effective time of the merger, Sibanye will cause Stillwater as the surviving corporation in the merger to honor indemnification obligations to Stillwater directors and officers as of the effective time and provide director and officer liability insurance for six years after the effective time. See the section captioned “The Merger Agreement — Director and Officer Indemnification and Insurance.”

Quantification of Potential Payments to Stillwater’s Named Executive Officers in Connection with the Merger

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about certain compensation for each of Stillwater’s named executive officers that is based on or otherwise relates to the merger and assumes, among other things, that Stillwater’s named executive officers will incur a severance-qualifying termination of employment immediately following the effective time of the merger. For additional details regarding the terms of the payments described below, see the discussion above under the caption “— Interests of the Company’s Directors and Executive Officers in the Merger.”

The amounts indicated below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described below, and do not reflect certain compensation

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actions that may occur before the effective time of the merger, including the grant of any additional equity awards as permitted by the merger agreement. For purposes of calculating such amounts, we have assumed:

• February 15, 2017 as the closing date of the merger; and

• a severance-qualifying termination of each named executive officer’s employment immediately following the effective time of the merger.

Named Executive Officer	Cash ($)(1)	Equity ($)(2)	Perquisites/ Benefits ($)(3)	Total ($)
Michael J. McMullen
Christopher M. Bateman
Brent R. Wadman
Kristen K. Koss
Dee L. Bray

(1) The cash amounts payable to the named executive officers include the following components:

(a) A cash severance payment equal to the sum of (1) two times the named executive officer’s base salary in effect at the time of the employment termination, and (2) two times the average of the named executive officer’s target and actual short-term incentive plan award for the calendar year immediately preceding the termination of employment, with such severance payment to be paid out in 24 equal monthly installments commencing on the first day of the month following the three month anniversary of the termination date and continuing on the first day of each month thereafter;

(b) An amount equal to 18 months of the cost to continue group medical coverage pursuant to COBRA, provided that the executive is eligible for and elects such continuation coverage; and

(c) In the case of Mr. McMullen and a resignation for good reason, a lump sum payment of the retention payment, equal to $640,000, otherwise payable immediately following December 31, 2018.

All components of such cash amount are contingent upon a qualifying termination of employment. As a condition of receiving the cash benefits, the named executive officers must execute a release of claims. The estimated amount of each component of the cash payment is set forth in the table below.

Named Executive Officer	Stillwater Severance Payment ($)	Payment for COBRA Costs ($)*	Retention Payment ($)**
Michael J. McMullen
Christopher M. Bateman
Brent R. Wadman
Kristen K. Koss
Dee L. Bray

* Provided that the executive is eligible for and elects such continuation coverage.

** Payable to Mr. McMullen only in connection with a resignation for good reason.

(2) As described in the section captioned “The Merger Agreement — Treatment of Equity Awards,” any Stillwater stock options, RSUs and PSUs (including those held by the directors and executive officers) that remain outstanding as of the effective time of the merger, other than RSUs and PSUs granted in Stillwater’s 2017 fiscal year, will vest upon the effective time of the merger and ultimately be settled for the merger consideration (in the case of stock options, minus the applicable exercise price and in the case of PSUs, at the 150% performance level), without interest. In the case of RSU and PSU awards granted during Stillwater’s 2017 fiscal year, the vesting of 2017 awards will not be accelerated solely by the merger. Such 2017 awards provide for partial vesting acceleration and settlement if the holder of the award is terminated by Stillwater for underperformance without cause or terminates for good reason (as such terms may be

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defined in the applicable award). However, a higher portion of such 2017 awards may vest and be settled if these qualifying terminations occur following the merger.

The amounts above and in the table below assume a price per common share of $18.00. Set forth below are the values of each type of unvested Stillwater equity award (including any related dividend equivalents) held by the named executive officers that would become vested upon the consummation of the merger “single-trigger” or a qualifying termination of employment thereafter “double-trigger,” as the case may be.

Named Executive Officer	Options (Single- Trigger) ($)	Pre-FY2017 RSUs (Single- Trigger) ($)	FY2017 RSUs (Double- Trigger) ($)	Pre-FY2017 PSUs (Single- Trigger) ($)	FY2017 PSUs (Double- Trigger) ($)
Michael J. McMullen
Christopher M. Bateman
Brent R. Wadman
Kristen K. Koss
Dee L. Bray

(3) The employment agreement for Mr. McMullen provides for a payment of up to $400,000 to account for any loss related to the sale of Mr. McMullen’s personal residence in Denver, Colorado, following Mr. McMullen’s termination of employment with Stillwater. In the event that Mr. McMullen’s Denver residence is not sold after being listed with a realtor for six months, Stillwater will purchase the residence at its then fair market value in addition to paying Mr. McMullen for any loss relating to such sale up to $400,000. For purposes of the table above, it is assumed that Mr. McMullen’s residence is sold within six months following termination of employment and not at a loss.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a discussion of the material U.S. federal income tax consequences of the merger to holders of Stillwater common shares that are converted in the merger into the right to receive $18.00 in cash per share. This discussion is summary in nature and is based on the provisions of the Code, applicable U.S. Treasury Regulations, judicial opinions and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect as of the date hereof. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. This discussion does not address any tax consequences arising under the alternative minimum tax or the net investment income tax, nor does it address any tax considerations under state, local or non-U.S. laws or U.S. federal laws other than those pertaining to the U.S. federal income tax. This discussion is not binding on the IRS or the courts and, therefore, could be subject to challenge, which could be sustained. No ruling is intended to be sought from the IRS with respect to the merger.

For purposes of this discussion, you are a “U.S. holder” if you are a beneficial owner of common stock that is for U.S. federal income tax purposes:

• an individual who is a U.S. citizen or U.S. resident alien;

• a corporation, or other entity classified as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S., any state thereof, or the District of Columbia;

• a trust if (1) a court within the U.S. is able to exercise primary supervision over the trust’s administration, and one or more “United States persons,” as defined in the Code, are authorized to control all substantial decisions of the trust or (2) such trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a “United States person,” as defined in the Code; or

• an estate the income of which is subject to U.S. federal income tax regardless of its source.

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You are a “non-U.S. holder” for purposes of this discussion if you are a beneficial owner of common stock that is an individual, corporation, estate or trust and that is not a U.S. holder.

This discussion applies only to holders of Stillwater common shares who hold such shares as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to a holder in light of its particular circumstances, or that may apply to holders subject to special treatment under U.S. federal income tax laws (including, for example, insurance companies, governmental bodies or agencies or instrumentalities thereof, dealers or brokers in securities or foreign currencies, traders in securities who elect to apply the mark-to-market method of accounting, holders that have a functional currency other than the U.S. dollar, tax-exempt organizations, tax-qualified retirement plans, banks and other financial institutions, mutual funds, certain former citizens or former long-term residents of the United States, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes or other flow-through entities (and investors therein), S corporations, real estate investment trusts, regulated investment companies, holders who hold Stillwater common shares as part of a hedge, straddle, constructive sale, conversion or other integrated transaction and holders who acquired Stillwater common shares through the exercise of employee stock options or other compensation arrangements). This discussion also does not address the U.S. federal income tax consequences to holders of Stillwater common shares who exercise appraisal rights in connection with the merger under the DGCL.

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Stillwater common shares, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are, for U.S. federal income tax purposes, a partner in a partnership holding Stillwater common shares, you should consult your tax advisor.

Holders of Stillwater common shares are urged to consult their own tax advisors to determine the particular tax consequences to them of the merger, including the applicability and effect of the alternative minimum tax, the net investment income tax and any other U.S. federal, or state, local, non-U.S. or other, tax laws.

U.S. Holders

Exchange of Common Shares for Cash Pursuant to the Merger Agreement

The receipt of cash by you in exchange for Stillwater common shares pursuant to the merger will generally be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder whose common shares are converted into the right to receive cash in the merger will recognize capital gain or loss in an amount equal to the difference, if any, between (1) the amount of cash received with respect to such shares (determined before the deduction of any applicable backup withholding) and (2) the U.S. holder’s adjusted tax basis in such shares. Your adjusted tax basis will generally equal the price you paid for such shares.

Any such gain or loss will be long-term capital gain or loss to you if your holding period of the Stillwater common shares surrendered in the merger is greater than one year as of the date of the merger. Long-term capital gains of certain non-corporate holders, including individuals, estates and trusts, are generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. Short-term capital gains are subject to U.S. federal income tax at the same rates as ordinary income. If you acquired different blocks of Stillwater common shares at different times and different prices, you must determine your adjusted tax basis, gain or loss and holding period separately with respect to each block of common shares.

Information Reporting and Backup Withholding

Payments made in exchange for Stillwater common shares pursuant to the merger generally will be subject to information reporting pursuant to applicable U.S. Treasury Regulations. Such payments may also be subject, under

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certain circumstances, to backup withholding (currently at a rate of 28%), if you (1) fail to furnish your correct U.S. taxpayer identification number and certify that you are not subject to backup withholding of U.S. federal income tax (generally by completing IRS Form W-9), (2) furnish an incorrect U.S. taxpayer identification number, (3) are notified by the IRS that you have previously failed to properly report interest or dividends, or (4) otherwise fail to comply with, or establish an exemption from, applicable backup withholding tax requirements.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to you pursuant to the merger under the backup withholding rules may be refunded or credited against your U.S. federal income tax liability, if any, provided that you furnish the required information to the IRS in a timely manner.

Non-U.S. Holders

Exchange of Common Shares for Cash Pursuant to the Merger Agreement

Subject to the discussion of backup withholding below, as a non-U.S. holder, you generally will not be subject to U.S. federal income tax on the exchange of your Stillwater common shares for cash pursuant to the merger unless:

• The gain resulting from the merger is effectively connected with your conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is treated as attributable to a permanent establishment maintained by you in the United States), in which case you generally will be subject to tax on such gain in the same manner as a U.S. holder and, if you are a foreign corporation, you may be subject to an additional branch profits tax at the rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on after-tax profits effectively connected with the U.S. trade or business to the extent that such after-tax profits are not reinvested and maintained in the business;

• If you are an individual, you are present in the United States for 183 days or more in the taxable year of such disposition, and certain other requirements are met, in which case you generally will be subject to a 30% tax on the net gain you realize in the merger, which may be offset by your U.S.-source capital losses, if any; or

• Stillwater common shares constitute a “United States real property interest” for U.S. federal income tax purposes by reason of Stillwater’s status as a “United States real property holding corporation” (a “USRPHC”).

Generally, a U.S. corporation is a USRPHC if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business. We believe that we may currently be a USRPHC and that Stillwater common shares should be treated as regularly traded on an established securities market (within the meaning of applicable Treasury Regulations). As a result, if you actually or constructively own, or owned at any time during the shorter of the five-year period ending on the date of the merger or your holding period for the common shares, more than 5% of our common stock (a “5% shareholder”), you may be taxed on the gain recognized from the exchange of your Stillwater common shares cash pursuant to the merger by reason of Stillwater being a USRPHC. Non-U.S. holders that may be treated as 5% shareholders are strongly encouraged to consult their tax advisors regarding the tax consequences to them of the merger, how to satisfy applicable IRS filing requirements and the consequences to them of failing to satisfy those filing requirements.

Information Reporting and Backup Withholding

You may be subject to information reporting and backup withholding with respect to the proceeds from the exchange of your Stillwater common shares for cash pursuant to the merger, unless you comply with certain reporting procedures (usually satisfied by providing the appropriate form from the IRS Form W-8 series) or otherwise establish an exemption. Additional rules relating to information reporting requirements and backup

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withholding with respect to the payment of proceeds from the exchange of your common shares for cash pursuant to the merger will apply as follows:

• If the proceeds are paid to or through the U.S. office of a broker (U.S. or foreign), they generally will be subject to backup withholding and information reporting, unless you certify that you are not a United States person under penalties of perjury (usually on the appropriate form from the IRS Form W-8 series) or otherwise establish an exemption;

• If the proceeds are paid to or through a non-U.S. office of a broker that is not a United States person and is not a foreign person with certain specified U.S. connections, they will not be subject to backup withholding or information reporting; or

• If the proceeds are paid to or through a non-U.S. office of a broker that is a United States person or a foreign person with certain specified U.S. connections, they generally will be subject to information reporting (but not backup withholding), unless you certify that you are not a United States person under penalties of perjury (usually on the appropriate form from the IRS Form W-8 series) or otherwise establish an exemption.

Any amounts withheld under the backup withholding rules are treated as a credit against your actual U.S. federal income tax liability and any amounts withheld in excess of your actual U.S. federal income tax liability will be allowed as a refund provided the required information is timely furnished by you to the IRS. Non-U.S. holders should consult their tax advisors regarding the filing of a U.S. tax return for claiming a refund of such backup withholding.

Regulatory Approvals

Certain United States laws established CFIUS, an interagency committee which reviews and makes recommendations to the President of the United States in respect of the national security implications of acquisitions by non-United States parties of United States businesses. It is a condition of completion of the merger that either (1) CFIUS provide written notice to Stillwater and Sibanye that the transactions contemplated by the merger agreement do not raise any unresolved national security concerns or are not subject to applicable law or (2) if CFIUS sends a report to the President requesting a decision, a determination by the President not to suspend or prohibit the transactions contemplated by the merger agreement is taken within 15 days from the date he receives such report. The merger agreement requires each party to use its reasonable best efforts to obtain such approval, including, if necessary, for Sibanye to agree to certain restrictions relating to the transmission of information to, or management of the surviving corporation by, any shareholder of Sibanye or representatives (including board representatives) of any such shareholder, as described in the section captioned “The Merger Agreement — Efforts to Obtain Regulatory Approvals.”

In addition, South African law requires that Sibanye obtain SARB approval, as described in the section captioned “The Merger Agreement — Efforts to Obtain Regulatory Approvals.”

The early termination of the waiting period under the HSR Act was granted prior to the date of this proxy statement.

There can be no assurance that a challenge to the merger on regulatory grounds will not be made or, if such a challenge is made, that it would not be successful or that CFIUS may not require that Sibanye take actions beyond those it has committed to take in the merger agreement. If the merger agreement is terminated but such approvals have not been obtained, subject to certain exceptions, Sibanye may be required to pay Stillwater a $33.0 million reverse break-up fee and reimburse it for up to $10.0 million of reasonable costs and expenses related to the merger, as described in the section captioned “The Merger Agreement — Sibanye Reverse Termination Fee; Expense Reimbursement.”

Delisting and Deregistration of Company Common Shares

If the merger is completed, the Company common shares will be delisted from the NYSE and deregistered under the Exchange Act.

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THE MERGER AGREEMENT

The following summary of the material terms and conditions of the merger agreement does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The description of the merger agreement in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the complete text of the merger agreement, a copy of which is attached to this proxy statement as Annex A and is incorporated by reference into this proxy statement. We encourage you to read the merger agreement carefully and in its entirety because it is the primary contractual document that governs the merger.

Additional information about Stillwater and Sibanye may be found elsewhere in this proxy statement and in other public reports and documents filed with the SEC. Please see the section of this proxy statement captioned “Where You Can Find Additional Information.”

Explanatory Note Regarding the Merger Agreement

The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. The merger agreement is not intended to be a source of factual, business or operational information about Stillwater, Sibanye, US Holdco or Merger Sub, and the following summary of the merger agreement and the copy thereof attached hereto as Annex A are not intended to modify or supplement any factual disclosure about Stillwater in any documents it publicly files with the SEC. The representations, warranties and covenants made in the merger agreement by Stillwater, Sibanye, US Holdco and Merger Sub were made solely for the benefit of the parties to the merger agreement and are qualified and subject to important limitations agreed to by Stillwater, Sibanye, US Holdco and Merger Sub in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purposes of establishing the circumstances in which a party to the merger agreement may have the right not to close the merger if the representations and warranties of the other party or parties prove to be untrue due to a change in circumstance or otherwise, and allocating risk between the parties to the merger agreement, rather than establishing matters as facts.

The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to shareholders and reports and documents filed with the SEC and, in some cases, were qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the merger agreement, and subsequent developments or new information that may affect the accuracy of a representation or warranty may or may not be fully reflected in this proxy statement or Stillwater’s public disclosures. Accordingly, you should not rely on the representations and warranties as being accurate or complete or characterizations of the actual state of facts as of any specified date.

Effects of the Merger; Directors and Officers; Certificate of Incorporation; Bylaws

The merger agreement provides for the merger of Merger Sub with and into Stillwater, subject to the terms and conditions set forth in the merger agreement. As the surviving corporation, Stillwater will continue to exist following the merger as a direct wholly owned subsidiary of US Holdco and an indirect wholly owned subsidiary of Sibanye.

From and after the effective time of the merger, the board of directors of Merger Sub immediately prior to the effective time will become the initial directors of the surviving corporation, until their respective successors are duly elected or appointed or until their earlier death, resignation or removal. Additionally, from and after the effective time of the merger, the officers of Stillwater immediately prior to the effective time will become the

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initial officers of the surviving corporation, until their respective successors are duly elected or appointed or until their earlier death, resignation or removal.

At the effective time of the merger, the certificate of incorporation and bylaws of Merger Sub will become the certificate of incorporation and bylaws, respectively, of the surviving corporation until amended in accordance with, as applicable, such certificate of incorporation, bylaws and the DGCL.

Closing and Effective Time of the Merger

Unless the parties otherwise agree, the closing will take place on the fourth business day following the date on which the conditions to closing, other than those conditions that by their terms cannot be satisfied until the closing (but subject to the satisfaction or waiver of those conditions at the closing), have been satisfied or, to the extent permitted by applicable law, waived. See the section captioned “— Conditions to the Merger.”

The merger will become effective at such time as the certificate of merger has been received for filing by the Secretary of State of the State of Delaware, or at such later time as Stillwater and Sibanye agree (the “effective time”).

As of the date of this proxy statement, we expect to complete the merger in the second quarter of 2017. However, completion of the merger is subject to the satisfaction or waiver of the conditions to the completion of the merger, which are described above and include various regulatory clearances and approvals. It is possible that factors outside the control of Stillwater or Sibanye could delay the completion of the merger, or prevent it from being completed at all, and there may be a substantial amount of time between the shareholders’ meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required approvals.

Merger Consideration and Conversion of Stillwater Common Shares

At the effective time of the merger, each Stillwater common share issued and outstanding immediately prior to the effective time, other than shares owned by Stillwater, Merger Sub, Sibanye and any direct or indirect subsidiaries of Sibanye or Stillwater and shares owned by shareholders who have properly demanded appraisal rights under the DGCL and not withdrawn such demand, will be canceled and converted into the right to receive the merger consideration. The merger consideration will be $18.00 per share in cash, without interest, and subject to any applicable withholding taxes. The price to be paid for each Stillwater common share in the merger will be adjusted appropriately to reflect the effect of any change in the outstanding shares of capital stock of Stillwater, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution, that occurs prior to the effective time of the merger.

Additionally, at the effective time, each Stillwater common share owned by Stillwater or Merger Sub will be canceled without payment of consideration, and each Stillwater common share owned by Sibanye or any of its or Stillwater’s subsidiaries (excluding Merger Sub) will be canceled and converted into that number of shares of common stock, par value $0.01 per share, of the surviving corporation that equal the ownership percentage of Stillwater common shares held by such holder immediately prior to the effective time.

Furthermore, at the effective time, each share of common stock of Merger Sub issued and outstanding immediately prior to the effective time will be converted into one share of common stock, par value $0.01 per share, of the surviving corporation.

Surrender and Payment Procedures

Prior to the effective time of the merger, (1) US Holdco will appoint a paying agent (which we refer to as the “paying agent”) for the purpose of exchanging for the merger consideration stock certificates representing

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Stillwater common shares or book-entry account statements relating to the ownership of Stillwater common shares) and (2) Sibanye will take all actions necessary to provide the merger consideration, and, as of the effective time of the merger, US Holdco will deposit with the paying agent the aggregate merger consideration to be paid in respect of the Stillwater common shares (which we refer to as the “payment fund”) and, if requested by Stillwater at least five business days prior to the closing, up to the amounts required to be paid in connection with the conversion of the convertible notes and the redemption of the senior notes. See the section captioned “— Treatment of Convertible Notes and Senior Notes.” Promptly after the effective time of the merger, US Holdco or the paying agent will send to each record holder of Stillwater common shares at the effective time, a customary letter of transmittal and instructions for use in such payment.

Each holder of Stillwater common shares that have been converted into the right to receive the merger consideration will be entitled to receive the merger consideration upon (1) surrender to the paying agent of a stock certificate representing Stillwater common shares, together with a duly executed letter of transmittal, or (2) receipt of an “agent’s message” by the paying agent, in the case of a book-entry transfer of Stillwater common shares.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the paying agent without a letter of transmittal.

Sibanye, US Holdco, Merger Sub, the surviving corporation and the paying agent will be entitled to deduct and withhold any applicable required taxes from the merger consideration. In the event any amount is withheld from the merger consideration otherwise payable to any holder of Stillwater common shares and paid over to the applicable taxing authorities, that amount will be treated as having been paid to that holder.

From and after the effective time of the merger, there will be no further registration of transfers of Stillwater common shares on the stock transfer books of the surviving corporation. If, after the effective time of the merger, any stock certificate is presented to the surviving corporation or US Holdco for transfer, the surviving corporation or US Holdco will use reasonable best efforts to provide the holder of such stock certificate with such instructions as may be necessary to permit such holder to receive the merger consideration.

Any portion of the payment fund that remains unclaimed by the holders of Stillwater common shares six months after the effective time of the merger will be delivered to the surviving corporation, upon demand, and any such holder who has not exchanged Stillwater common shares for the merger consideration prior to that time will thereafter look only to the surviving corporation as a general creditor of the surviving corporation for payment of the merger consideration.

Lost Certificates

If any stock certificate representing Stillwater common shares has been lost, stolen or destroyed, then, in order to be entitled to receive the merger consideration in respect of such stock certificate, the person claiming such stock certificate to be lost, stolen or destroyed will need to make an affidavit of such fact, and, if reasonably required by US Holdco or the paying agent, post a bond in such customary amount as US Holdco or the paying agent may reasonably direct, as indemnity against any potential claim with respect to such stock certificate. These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

Treatment of Equity Awards

Stock Options. At the effective time of the merger, each stock option, whether vested or unvested, that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive a cash amount equal to the product of (1) the total number of Stillwater common shares subject to such option and (2) the excess, if any, of the merger consideration over the per share exercise price of such stock option, without

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interest and subject to applicable withholding taxes. Any such option with respect to which the per share exercise price is equal to or greater than the merger consideration will be canceled in exchange for no consideration, in accordance with Stillwater’s equity incentive plan.

PSU Awards. At the effective time of the merger, each PSU (other than those granted in 2017) under any equity-based compensation plans, whether vested or unvested, that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive a cash amount equal to the product of (1) the total number of Stillwater common shares subject to such award (at the 150% performance level) and (2) the merger consideration, without interest and subject to applicable withholding taxes.

Other RSU Awards. At the effective time of the merger, each RSU (other than those granted in 2017) under any equity-based compensation plans, whether vested or unvested, that is outstanding immediately prior to the effective time will be cancelled and converted into the right to receive a cash amount equal to the product of (1) the total number of Stillwater common shares subject to such award and (2) the merger consideration, without interest and subject to applicable withholding taxes.

2017 Grants. The merger agreement permits Stillwater to grant equity incentive awards in 2017 at levels substantially consistent with 2016 levels. The vesting of these awards will not accelerate upon the occurrence of the merger, but will vest in accordance with the terms of the awards (three-year vesting period, one-third vested each year, and satisfaction of performance targets in the case of PSUs), unless the employment of the executive receiving such awards is terminated by Stillwater without cause or is terminated by the executive for good reason (in which event the PSU performance targets would be assumed to be satisfied at 100% of target). See the section captioned “Proposal 1: The Merger — Interests of the Company’s Directors and Executive Officers in the Merger.”

Representations and Warranties

The representations and warranties made by Stillwater (including, in certain cases, with respect to its subsidiaries) to Sibanye, US Holdco and Merger Sub relate to, among other things, the following:

• due organization, valid existence, good standing, corporate authority to carry on its business and compliance with organizational documents;

• capitalization;

• corporate authority to execute and deliver, to perform Stillwater’s obligations under, and to consummate the transactions contemplated by, the merger agreement and its enforceability;

• board approval and recommendation of the merger agreement and the transactions contemplated by the merger agreement;

• the absence of violations of, or conflicts with, organizational documents, applicable law and certain contracts as a result of Stillwater entering into the merger agreement and consummating the merger and the other transactions contemplated by the merger agreement;

• governmental consents, approvals, filings or notifications required in connection with Stillwater’s execution of the merger agreement or consummation of the transactions contemplated by the merger agreement;

• Stillwater’s SEC filings since January 1, 2015 and the financial statements included therein;

• establishment and maintenance of disclosure controls and procedures and internal controls over financial reporting;

• the absence of certain undisclosed liabilities;

• compliance with applicable laws, governmental orders and permits, including environmental laws and other environmental matters;

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• employee benefit plans and labor matters;

• the absence of any event or change that would reasonably be expected to have a material adverse effect (as defined below) since September 30, 2016 and the absence of certain other changes or events;

• the absence of legal proceedings and governmental orders;

• the accuracy and completion of the information supplied by Stillwater for the purposes of this proxy statement and announcements to be made by Sibanye;

• the payment of taxes, the filing of tax returns and other tax matters;

• intellectual property matters;

• real property owned or leased by Stillwater or its subsidiaries and title to such owned real property, including any associated royalties and water rights;

• mineral reserves and resources matters;

• operational matters;

• insurance policies;

• the receipt by the Stillwater board of directors of an opinion from BofA Merrill Lynch;

• material contracts and the absence of any default or dispute under any material contract;

• Stillwater’s top suppliers;

• transactions with directors and officers of Stillwater;

• investment bankers, brokers and finders for the transaction; and

• the inapplicability of takeover statutes to the merger.

Many of Stillwater’s representations and warranties are qualified as to, among other things, “materiality” or “material adverse effect.” For purposes of the merger agreement, “material adverse effect” means any state of facts, circumstance, condition, event, change, development, occurrence, result or effect that, individually or in the aggregate (1) has been, or would reasonably be expected to be, materially adverse to the business, financial condition (including net assets) or results of operations of Stillwater and its subsidiaries, taken as a whole, or (2) would reasonably be expected to prevent, materially impair or materially delay the timely performance by Stillwater of, or has had or would reasonably be expected to have a material adverse effect on the ability of Stillwater to timely perform its obligations under, the merger agreement. However, the following changes and circumstances and their effects to the extent resulting therefrom are excluded in determining whether there has been or will be a material adverse effect for purposes of clause (1) above:

• the announcement of the merger agreement or the merger, including any proceeding relating thereto or arising therefrom, or actions or omissions expressly contemplated, or required of Stillwater or any of its subsidiaries, by the merger agreement (but this exception does not apply to the effect of any actions or omissions required to comply with Stillwater’s interim covenants required under the merger agreement only to the extent that such effect is the direct result of Sibanye unreasonably withholding its consent to Stillwater’s written request delivered in accordance the merger agreement);

• any failure by Stillwater or any of its subsidiaries to meet any internal or external projections, budgets, forecasts, estimates or analysts’ expectations in respect of revenue, profitability, cash flow or position, earnings or other financial or operating metric for any future period (but, in each case, the underlying causes of such failure will be taken into account except to the extent such underlying causes would otherwise be excepted from this definition); or

• changes in the trading price or trading volume of Stillwater common shares (but, in each case, the underlying causes of such changes will be taken into account except to the extent such underlying causes would otherwise be excepted from this definition) or any securities of Sibanye or any of its subsidiaries.

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In addition, effects arising out of or resulting from the following changes and circumstances to the extent resulting therefrom may constitute, and will be taken into account in determining the occurrence of a material adverse effect for purposes of clause (1) of the definition of material adverse effect above to the extent any such effect has, or is reasonably expected to have, a disproportionately adverse effect on the business, financial condition (including net assets) or results of operations of Stillwater and its subsidiaries, taken as a whole, as compared to other companies that generally operate in the mining industry:

• changes after the date of the merger agreement in general global or United States economic, business or political conditions;

• general changes after the date of the merger agreement in the securities, credit or other financial markets in the United States or elsewhere in the world;

• changes after the date of the merger agreement in conditions generally affecting the industry in which Stillwater and its subsidiaries operate or in respect of prices for products;

• changes after the date of the merger agreement in GAAP or applicable law or in the enforcement or interpretation thereof; or

• any outbreak or escalation of any military conflict, declared or undeclared war, armed hostilities or acts of foreign or domestic terrorism.

The representations and warranties made by Sibanye, US Holdco and Merger Sub to Stillwater are generally more limited and relate to, among other things, the following:

• due organization, valid existence, good standing and corporate authority to carry on their businesses;

• corporate authority to execute and deliver, to perform their obligations under, and to consummate the transactions contemplated by, the merger agreement, and the enforceability of the merger agreement against Sibanye, US Holdco and Merger Sub;

• the absence of violations of, or conflicts with, organizational documents, applicable law and certain contracts as a result of Sibanye, US Holdco and Merger Sub entering into the merger agreement and consummating the merger and the other transactions contemplated by the merger agreement;

• governmental consents, approvals, filings or notifications required in connection with the execution of the merger agreement by Sibanye, US Holdco and Merger Sub or consummation of the transactions contemplated by the merger agreement;

• the absence of legal proceedings and governmental orders;

• the accuracy and completion of the information supplied by Sibanye, US Holdco or Merger Sub for the purposes of this proxy statement and announcements to be made by Sibanye;

• investment bankers, brokers and finders for the transaction;

• the validity and enforceability of debt financing agreement, the absence of any breach or default under the debt financing agreement, and the availability of funds at the closing;

• ownership of Merger Sub and no prior activities of Merger Sub; and

• Sibanye’s ownership of Stillwater common shares;

Certain of the representations and warranties of Sibanye, US Holdco and Merger Sub are qualified as to, among other things, “materiality” or certain matters that would not prevent or materially impair the ability of Sibanye, US Holdco or Merger Sub to consummate the transactions contemplated by the merger agreement.

None of the representations and warranties contained in the merger agreement will survive after the effective time of the merger.

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Covenants Relating to the Conduct of Business

Stillwater has agreed to covenants in the merger agreement that affect the conduct of its business and that of its subsidiaries between the date of the merger agreement and the effective time.

Prior to the earlier of the effective time and the termination of the merger agreement in accordance with its terms, except as contemplated by the merger agreement, as specified in the confidential disclosure letter delivered by Stillwater to Sibanye in connection with the merger agreement, as required by applicable law or as Sibanye and US Holdco may otherwise consent in writing (which cannot be unreasonably withheld, conditioned or delayed), (1) Stillwater and its subsidiaries will conduct in all material respects their businesses in the ordinary course of business, consistent with past practice and use their commercially reasonable efforts to maintain and preserve intact in all material respects their business organizations, keep available the services of key employees, maintain in effect all of their material permits and maintain and preserve satisfactory relationships with material customers, suppliers and others having material business relationships with Stillwater and (2) subject to certain exceptions, Stillwater and its subsidiaries are restricted from, among other things:

• making any capital expenditures that materially exceed the amount of capital expenditures contemplated by Stillwater’s 2017 capital expenditure budget;

• amending their organizational documents or otherwise taking any action to exempt any person from any provision of their organizational documents;

• exempting any entity (other than Sibanye and its affiliates) from any form of anti-takeover law or regulation;

• splitting, combining, subdividing, reclassifying, redeeming, purchasing or otherwise acquiring any shares of their capital stock or other equity or voting interests;

• amending the terms of any outstanding equity or debt securities;

• making, declaring, accruing, setting aside or paying any dividend or other distribution on, or redeeming, purchasing or otherwise acquiring, any shares of their capital stock, or any other securities or obligations convertible into or exchangeable for any shares of their capital stock (except (1) certain dividends paid by any subsidiary of Stillwater to Stillwater or any other subsidiary of Stillwater, (2) the acceptance of Stillwater common shares as payment for the exercise price of Stillwater’s stock options or for withholding taxes incurred in connection with the exercise of such options or the vesting or settlement of Stillwater’s stock awards outstanding as of the date of the merger agreement or granted after the date thereof, or (3) in connection with the conversion of certain convertible notes and the redemption of certain senior notes of Stillwater, as described in the section captioned “— Treatment of Convertible Notes and Senior Notes”);

• granting or amending any equity or equity-based awards or interests, or granting any person or entity any right to acquire their capital stock or other equity or voting interests;

• issuing, selling, granting, pledging or otherwise disposing of, or permitting to become outstanding any additional shares of their capital stock or securities convertible or exchangeable into, or exercisable for, any shares of their capital stock or any options, warrants, or other rights of any kind to acquire any shares of their capital stock, except pursuant to the exercise of Stillwater’s stock options or the settlement of Stillwater’s stock awards outstanding as of the date of the merger agreement or granted after the date thereof in compliance with the merger agreement;

• adopting a plan of complete or partial liquidation, dissolution, merger, consolidation, business combination, restructuring, recapitalization or other reorganization or filing a petition in bankruptcy or consenting or permitting the filing of any bankruptcy petition against Stillwater or any of its subsidiaries;

• creating any subsidiary;

• redeeming, repurchasing, prepaying, defeasing, incurring, assuming, endorsing, guaranteeing or otherwise becoming liable for or modifying in any material respect the terms of any debt or issue or

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sell any debt securities or calls, options, warrants or other rights to acquire any debt securities, other than, among other things, the repayment or prepayment of any debt of Stillwater and its subsidiaries;

• granting or permitting any liens on any of their material properties or assets;

• entering into (1) any platinum or palladium hedging transactions or (2) any other hedging transactions other than in the ordinary course of business consistent with past practice;

• making any capital investment in, loan or advance to, or making or forgiving any loan to any other person, other than the making of any loans or advances (1) by any wholly owned subsidiary of Stillwater to Stillwater or any other wholly owned subsidiary of Stillwater, (2) to distributors or suppliers consistent in all material respects with the business plan previously provided to Sibanye not in excess of $1,000,000 in the case of any individual distributor or supplier and $5,000,000 in the aggregate, or (3) for customary expenses and travel advances to employees in the ordinary course of business consistent with past practice;

• other than in the ordinary course of business consistent with past practice or in accordance with any contracts, selling, transferring, leasing, mortgaging, encumbering or otherwise disposing of any of its material properties or assets to any person or entity (other than Stillwater or its subsidiaries) or cancelling, releasing or assigning any material indebtedness owed to, or any claims held by, Stillwater and its subsidiaries;

• acquiring any entity or business or any material assets, deposits or properties of any other entity, other than in the ordinary course of business or for consideration not in excess of $1,000,000 individually or $5,000,000 in the aggregate or making any material investment in any entity either by purchase of equity securities or contributions to capital;

• making or authorizing any capital expenditures other than (1) capital expenditures expressly provided for in Stillwater’s capital expenditure budget or (2) any other capital expenditures not in excess of $5,000,000 in the aggregate in the 2017 fiscal year;

• except in the ordinary course of business, terminating, cancelling, renewing, failing to exercise renewal options, amending, granting a waiver under or otherwise modifying any material contract or real property lease or any mining claims or any renewals thereof, or entering into any new material contract or real property leases;

• except as required by applicable law or the terms of any existing benefit plan or collective bargaining agreement, (1) establishing, adopting, amending or terminating any collective bargaining agreement or benefit plan or commence an off-cycle enrollment period under any benefit plan that provides health and welfare benefits, (2) increasing in any manner the compensation or benefits of Stillwater employees, (3) paying or awarding, or committing to pay or award, any bonuses or incentive compensation, (4) accelerating any rights or benefits or, except in the ordinary course of business consistent with past practice, making any material determinations or interpretations with respect to any benefit plan, (5) funding any rabbi trust or similar arrangement, or otherwise accelerating the time of funding, vesting or payment of any payments or benefits under any benefit plan, (6) entering into, adopting or amending any employment, individual consulting, bonus, severance or retirement contract other than offer letters with any non-officer employee (that do not require equity-based compensation) in the ordinary course of business, or (7) hiring, promoting or terminating the employment or services of (other than for cause) any officer;

• changing any accounting principle, practice or method, other than as may be required by GAAP or applicable law;

• changing in any material respect the policies or practices regarding accounts receivable or accounts payable or failing to manage working capital in accordance with past practices;

• except with respect to taxes, commencing, settling, paying, discharging, satisfying or compromising any legal proceeding, subject to certain exceptions;

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• making, changing or revoking any material tax election or changing any material tax accounting method, filing any material amended tax return or claiming for a material tax refund, entering into any closing agreement with respect to a material amount of taxes in excess of any amount reserved therefor in accordance with GAAP, requesting any material tax ruling, settling or compromising any material tax proceeding in excess of any amount reserved therefor in accordance with GAAP or surrendering any claim for a material refund of taxes;

• abandoning or discontinuing any existing line of business;

• entering into any new line of business outside its existing business;

• materially reducing the amount of insurance coverage or failing to renew any material existing insurance policies, other than in the ordinary course of business consistent in all material respects with past practice;

• amending in a manner that adversely impacts in any material respect the ability to conduct its business, terminating or allowing to lapse any material permits of Stillwater;

• entering into any transaction with any director or officer of Stillwater; or

• agreeing to taking or making any commitment to take any of the actions described above.

Non-Solicitation by Stillwater

Prior to the earlier of the effective time of the merger and the termination of the merger agreement in accordance with its terms, and except as expressly permitted by the merger agreement, Stillwater has agreed not to, and to cause its subsidiaries and representatives and its and their respective directors, officers, employees and other representatives not to:

• initiate, solicit or knowingly take any action to encourage, or knowingly facilitate the submission or making of, any acquisition proposal, or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to or result in an acquisition proposal (as defined below);

• other than informing third parties of the existence of the non-solicitation provisions contained in the merger agreement, in response to an unsolicited acquisition proposal or solely to the extent reasonably necessary to ascertain facts from the person making such acquisition proposal for the purpose of providing the Stillwater board of directors with sufficient information about such acquisition proposal and the person that made it, participate or engage in negotiations or discussions with, or furnish any information concerning Stillwater or any of its subsidiaries to, any third party relating to an acquisition proposal or any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to or result in an acquisition proposal;

• enter into any written or oral contract relating to an acquisition proposal; or

• resolve or agree to do any of the foregoing.

In addition, Stillwater has agreed to, and to direct its subsidiaries and respective representatives to (1) cease and cause to be terminated all ongoing discussions or negotiations with any persons or entities with respect to any acquisition proposal, (2) terminate access by any third party to any access to data or information of Stillwater in connection with any acquisition proposal or any potential acquisition transaction (as defined below), (3) request the prompt return or destruction of all information previously provided to any third party in connection with any inquiry, expression of interest, proposal, offer or request for information that could reasonably be expected to lead to or result in a acquisition proposal or any potential acquisition transaction, (4) use reasonable best efforts to enforce the provisions of any existing confidentiality agreement entered into in connection with any acquisition proposal or any potential acquisition transaction, and (5) waive any standstill provisions in any existing confidentiality agreement to the extent such provisions prohibit or limit the counterparty from requesting that such provisions be waived or modified in connection with the submission or possible submission of an acquisition proposal.

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Notwithstanding the restrictions described above, before the requisite Stillwater vote is obtained, in response to a bona fide acquisition proposal that was made after the date of the merger agreement and did not result from any breach of the non-solicitation provisions of the merger agreement, Stillwater may engage in negotiations or discussions with, or furnish any information to, any third party making such acquisition proposal and its representatives if, and only if, the Stillwater board of directors determines in good faith, after consultation with its outside independent financial and legal advisors, that such acquisition proposal constitutes, or could reasonably be expected to result in, a superior proposal (as defined below); provided, that:

• prior to providing access to or furnishing any such information, Stillwater receives from such third party an executed confidentiality agreement, or such third party is already a party with Stillwater to a valid and existing confidentiality agreement;

• any such information so furnished has been previously provided to Sibanye or is provided to Sibanye substantially concurrently with it being so furnished to such third party;

• no confidential or non-public information of or relating to Sibanye, US Holdco or Merger Sub or any of their respective subsidiaries or representatives will be furnished except as required by applicable law; and

• prior to providing access to or furnishing any such information, Stillwater has given Sibanye notice of such determination promptly after the Stillwater board of directors makes the determination (and in no event later than 24 hours after such determination) that such acquisition proposal constitutes, or could reasonably be expected to result in, a superior proposal.

“Acquisition proposal” means any inquiry, offer or proposal (other than an inquiry, offer or proposal made or submitted by or on behalf of Sibanye or any of its Subsidiaries) or any other expression of interest regarding an acquisition transaction.

“Acquisition transaction” means (1) the acquisition (directly or indirectly) of at least 15% of the assets of, aggregate equity or voting interests (including rights to acquire such equity or voting interests and, in relation to Stillwater’s convertible notes and senior notes, as measured on an as-converted basis based on the conversion rate then in effect) in, or business of Stillwater and its subsidiaries, taken as a whole, pursuant to a merger, reorganization, recapitalization, consolidation, joint venture or other business combination, sale combination, sale of shares of capital stock, sale of assets, tender offer, exchange offer or otherwise, (2) any combination of the foregoing types of related transactions if the sum of the percentage of consolidated assets (including equity securities of its subsidiaries), consolidated revenues or net income of Stillwater involved is 15% or more, or (3) any liquidation or dissolution involving Stillwater or any of its subsidiaries, as to which subsidiary’s assets constitute 15% or more of the consolidated assets of Stillwater, in each case other than the merger.

“Superior proposal” means a written acquisition proposal that if consummated would result in a third party (or the stockholders of the ultimate parent entity of such third party) acquiring, directly or indirectly, more than 40% of the voting power of Stillwater common shares or the ultimate parent entity of the acquiring, surviving or resulting entity in such transaction, or all or substantially all of the consolidated assets of Stillwater and its subsidiaries, in any such case, that does not arise from a breach of the non-solicitation provisions of the merger agreement and that the Stillwater board of directors determines in good faith, after consultation with its outside independent financial and legal advisors, and considering all the terms of the acquisition proposal, (1) is on terms that are more favorable to the Stillwater shareholders than the merger (after giving effect to all changes to the merger agreement proposed by Sibanye in response to the acquisition proposal) and (2) is reasonably expected to be consummated on a timely basis, does not contain any material conditionality of the third party’s obligation to consummate the acquisition proposal that is related to the third party’s completion of due diligence, and the financing of which is fully committed or available from existing resources of such third party.

Stillwater has agreed to promptly notify Sibanye if Stillwater receives an acquisition proposal and (1) identify the person or entity making such acquisition proposal, (2) provide in reasonable detail the material terms of such

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acquisition proposal, and (3) provide copies of any written proposals or indications of interest with respect to such acquisition proposal, and/or draft agreements relating to such acquisition proposal. Without limiting the foregoing, Stillwater will keep Sibanye informed of any developments regarding any acquisition proposal (including by providing to Sibanye copies of any additional or revised written proposals or indications of interest with respect to such acquisition proposal, and/or draft agreements relating to such acquisition proposal) on a reasonably prompt basis. In addition, Stillwater has agreed that prior to the earlier of the effective time and the termination of the merger agreement in accordance with its terms, Stillwater and its subsidiaries will not enter into any contract with a third party that prohibits Stillwater from providing the information described in this paragraph to Sibanye.

Changes in the Stillwater Board Recommendation

Stillwater has agreed under the merger agreement, subject to certain exceptions as described below, that it will not (1) change, qualify, withhold, withdraw or modify the Stillwater board recommendation, or authorize or resolve to or publicly propose or announce its intention to do so, in each case, in any manner adverse to Sibanye, (2) fail to include the Stillwater board recommendation in this proxy statement, (3) formally take and disclose to the Stillwater shareholders a position that does not include a reaffirmation of the Stillwater board recommendation or state that the Stillwater board recommendation remains unchanged, (4) adopt, approve, declare advisable or recommend an acquisition proposal to the Stillwater shareholders, or resolve to or publicly propose or announce its intention to do so (we refer to any action described in the foregoing clauses (1) through (4) as a “Stillwater adverse recommendation change,” except that a “stop, look and listen” communication will not be deemed a Stillwater adverse recommendation change), or (5) authorize, cause or permit Stillwater or any of its subsidiaries to enter into any letter of intent, memorandum of understanding or contract with respect to, or that is intended or could reasonably be expected to lead to, any acquisition proposal (other than a confidentiality agreement entered into in connection with any potential acquisition transaction) with any third party or resolve, publicly propose or agree to do any of the foregoing.

Notwithstanding the foregoing restrictions, before the requisite Stillwater vote is obtained, under circumstances unrelated to an acquisition proposal or a superior proposal, the Stillwater board of directors may make a Stillwater adverse recommendation change if such action is taken in respect to a material change, event, effect, occurrence, consequence or development regarding Stillwater or Sibanye that was unknown and not reasonably foreseeable as of the date of the merger agreement, that does not relate to any acquisition proposals and does not result from changes after the date of the merger agreement in respect of prices or demand for products (we refer to any such change as an “intervening event”) and, prior to taking such action, the Stillwater board has determined, in good faith, after consultation with its outside independent financial and legal advisors, that the failure to take such action would be inconsistent with the board’s fiduciary duties under applicable law, in each case, provided that Stillwater has complied with the procedures and requirements below:

• Stillwater has given Sibanye at least five business days’ prior written notice of its intention to take such action and a description of the reasons for such action;

• during such five business day period, if requested by Sibanye, Stillwater has engaged, and has directed its representatives to engage, in good faith negotiations with Sibanye regarding changes to the terms of the merger agreement intended to obviate the need for a Stillwater adverse recommendation change; and

• at the end of such notice period, the Stillwater board of directors has considered all changes to the merger agreement proposed by Sibanye prior to 11:59 PM New York time on the last day of such period and has determined, in good faith, after consultation with its outside independent financial and legal advisors, that the failure to make a Stillwater adverse recommendation change in respect of such intervening event would be inconsistent with the Stillwater board’s fiduciary duties under applicable law.

In addition, before the requisite Stillwater vote is obtained, the Stillwater board of directors may make a Stillwater adverse recommendation change if the Stillwater board determines, in good faith, after consultation

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with its outside independent financial and legal advisors, that a written acquisition proposal that was made after the date of the merger agreement and did not result from any breach by Stillwater of its non-solicitation obligations constitutes a superior proposal, provided that Stillwater has complied with the procedures and requirements below:

• Stillwater has given Sibanye at least five business days’ prior written notice of its intention to take such action and a description of the reasons for such action and the terms and conditions of such superior proposal, including the identity of the third party that made such superior proposal and a copy of the acquisition agreement or a written summary of material terms and any other related available documentation and correspondence (in the event of any material change to the terms of such superior proposal, Stillwater is required to deliver to Sibanye an additional notice and the notice period will restart, except that the notice period will be at least three business days rather than at least five business days);

• during such five business day period, if requested by Sibanye, Stillwater has engaged, and has directed its representatives to engage, in good faith negotiations with Sibanye regarding changes to the terms of the merger agreement intended to cause the acquisition proposal to no longer constitute a superior proposal; and

• at the end of such notice period, the Stillwater board of directors has considered all changes to the merger agreement proposed by Sibanye prior to 11:59 PM New York time on the last day of such period and has determined in good faith after consultation with its outside independent financial and legal advisors, that the superior proposal would continue to constitute a superior proposal if the changed terms proposed by Sibanye were to be given effect and that the failure to make a Stillwater adverse recommendation change would be inconsistent with the Stillwater board’s fiduciary duties under applicable law.

Financing

There is no financing condition to the merger. In connection with the execution of the merger agreement, Sibanye and Merger Sub, among others, entered into a bridge facilities agreement pursuant to which the lenders thereunder have agreed to provide debt financing for the merger, consisting of a $2.65 billion senior unsecured bridge loan facility. The obligation of the lenders to provide this debt financing is subject to a number of customary conditions, of which the conditions precedent to the effectiveness of definitive documentation for such financing have been satisfied, as evidenced by a letter issued by the agent on December 8, 2016. See the section captioned “Proposal 1: The Merger — Financing.”

Sibanye has agreed not to, and to cause Merger Sub not to, without Stillwater’s prior written consent, agree to any modification of, or waive any provision or remedy under, the bridge facilities agreement that (1) would reduce the aggregate amount of cash proceeds available from the debt financing such that the aggregate funds that would be available to Sibanye on the closing date would not be sufficient to provide the funds required to be funded on the closing date to consummate the merger, (2) would impose new or additional conditions precedent to the funding on the closing date that would prevent, delay, impair or make less likely the availability of the debt financing, or (3) could otherwise reasonably be expected to prevent, impede or materially delay the consummation of the merger or the availability of the debt financing under the bridge facilities agreement.

Sibanye has agreed to, and to cause any relevant subsidiaries and representatives to, use its reasonable best efforts to take all actions and do all things necessary, proper or advisable to consummate and to obtain the proceeds of the debt financing on the terms and conditions described in the bridge facilities agreement, including using reasonable best efforts to (1) satisfy or obtain the waiver of, on a timely basis, all conditions in the bridge facilities agreement that are within Sibanye’s control, (2) comply with its and Merger Sub’s obligations under the bridge facilities agreement and the other finance documents in order to consummate the debt financing no later than the closing date (other than any condition where the failure to be so satisfied is a direct result of Stillwater’s

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failure to furnish information to Sibanye or otherwise to comply with its obligations under the merger agreement), and (3) maintain in effect and enforce its and Merger Sub’s rights under the bridge facilities agreement and the other finance documents. In addition, in the event that all conditions contained in the bridge facilities agreement have been satisfied (or upon funding will be satisfied) and Sibanye is obligated to effect the closing of the merger, Sibanye will use its reasonable best efforts to cause the financing sources to fund the debt financing in accordance with the terms of the bridge facilities agreement on (or prior to) the closing date, which may include the taking of enforcement action to cause the financing sources to fund such amounts under the debt financing in accordance with their respective obligations.

Solely to the extent Sibanye receives, prior to the closing date, sufficient cash proceeds that are available to consummate the merger on the closing date, Sibanye has the right to substitute the proceeds of equity, equity-linked or convertible, exchangeable or debt issuances or other incurrences of debt for all or any portion of the amount contemplated to be provided by the bridge facilities agreement and reduce the commitments thereunder.

In addition, Sibanye will have the right to substitute commitments in respect of other financing for all or any portion of the debt financing from the same and/or alternative bona fide third-party financing sources so long as (1) such financing will not reduce the aggregate amount of cash proceeds that are available to consummate the merger on the closing date such that the aggregate funds available to Sibanye on the closing date would be insufficient to consummate the merger and pay all amounts payable under the merger agreement, (2) all conditions precedent to effectiveness of definitive documentation for such financing have been satisfied or such conditions precedent to the funding of such financing are, in the aggregate, in respect of certainty of funding, substantially equivalent to (or more favorable to Sibanye than) the conditions set forth in the bridge facilities agreement, and (3) such financing would not impair, prevent or materially delay the consummation of the merger or any other transaction contemplated by the merger agreement.

Prior to the closing, Stillwater will provide to Sibanye and Merger Sub customary cooperation reasonably requested by Sibanye, US Holdco and Merger Sub that is necessary, proper or advisable in connection with the arrangement and consummation of the financing arranged by Sibanye.

Sibanye will reimburse Stillwater for all reasonable and documented out-of-pocket costs incurred by Stillwater or its subsidiaries in connection with their financing cooperation efforts. In addition, Sibanye will indemnify, defend and hold harmless Stillwater and its subsidiaries against all losses, damages, claims, costs or expenses actually suffered or incurred by them in connection with Sibanye’s financing arrangements in connection with the merger, except to the extent that any such losses or damages arises out of or results from Stillwater’s or its subsidiaries’ gross negligence, willful misconduct, bad faith or material breach of the merger agreement.

Treatment of Convertible Notes and Senior Notes

Prior to the effective time of the merger, Stillwater will use its reasonable best efforts to, deliver all notices and take all other reasonable and necessary actions required under the indenture of its 1.75% Convertible Senior Notes due 2032 (which we refer to as the “convertible notes”) in connection with any repurchases or conversions of the convertible notes occurring as a result of the merger. Stillwater and Sibanye will use their reasonable best efforts to take such actions as may be necessary to ensure that, at the effective time of the merger, each outstanding convertible note will be convertible into “reference property,” in accordance with the terms under the convertible notes indenture.

In the event that Sibanye desires to consummate any redemption with respect to Stillwater’s 1.875% Convertible Senior Notes due 2028 (which we refer to as the “senior notes”), Stillwater will, upon request by Sibanye, and will cause each of its subsidiaries and representatives to, use its reasonable best efforts in connection with Sibanye’s efforts to redeem all of the outstanding aggregate principal amount of the senior notes on the terms and conditions of the senior notes indenture and as reasonably specified by Sibanye. Sibanye will provide all funds required to effect all such senior notes redemption. Sibanye will promptly reimburse Stillwater for all reasonable

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and documented out-of-pocket incurred by Stillwater, any of its subsidiaries or its or their representatives in connection with such senior notes redemption.

Sibanye Recommendation

Sibanye has agreed under the merger agreement, subject to the exception described in the immediately following paragraph, that it will not (1) change, qualify, withhold, withdraw or modify Sibanye’s board of directors’ recommendation of the merger (which we refer to as the “Sibanye recommendation”), or authorize or resolve to or publicly propose or announce its intention to do so, in each case, in any manner adverse to Stillwater, or (2) fail to include the Sibanye recommendation in Sibanye shareholder circular to be filed with the JSE (we refer to any action described in the foregoing clauses (1) and (2) as a “Sibanye adverse recommendation change”).

Notwithstanding the foregoing restrictions, at any time prior to the Sibanye merger shareholder approval and the Sibanye rights offering shareholder approval, Sibanye’s board of directors may make a Sibanye adverse recommendation change if such action is taken in respect to an intervening event, as described in the section captioned “— Changes in the Stillwater Board Recommendation,” and prior to taking such action, Sibanye’s board has determined, in good faith, after consultation with its outside independent financial and legal advisors, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law.

Shareholders’ Meetings

Stillwater has agreed to hold a meeting of its shareholders to consider the adoption of the merger agreement and obtain the requisite Stillwater vote as soon as reasonably practicable after this proxy statement is cleared by the SEC. Subject to certain terms and conditions set forth in the merger agreement, Stillwater may adjourn or postpone the meeting if there are insufficient Stillwater common shares represented to constitute a quorum or for purposes of soliciting additional proxies if necessary to obtain the requisite Stillwater vote, or to allow time for the filing and dissemination of any supplemental or amended disclosure document that the Stillwater board of directors has determined in good faith is necessary or required to be filed and disseminated.

In the merger agreement, Stillwater represented that its board of directors had determined to recommend to Stillwater’s shareholders the adoption of the merger agreement, subject to the provisions of the merger agreement described in the sections captioned “— Non-Solicitation by Stillwater” and “— Changes in the Stillwater Board Recommendation.”

Sibanye has agreed to hold a meeting of its shareholders to consider and take action upon the approval of the merger agreement and the transactions contemplated herein, including the merger and the rights offering to be undertaken by Sibanye following the closing, pursuant to the terms of which qualifying existing shareholders of Sibanye will receive rights to subscribe for further shares in Sibanye’s capital (which we refer to as the “rights offering”), as soon as reasonably practicable after its shareholder circular is approved by the JSE. Subject to certain terms and conditions set forth in the merger agreement, Sibanye may adjourn or postpone the meeting if there are insufficient Sibanye shares represented to constitute a quorum or for purposes of soliciting additional proxies if necessary to obtain the Sibanye merger shareholder approval and the Sibanye rights offering shareholder approval, or to allow time for the filing and dissemination of any supplemental or amended disclosure document that Sibanye’s board of directors has determined in good faith is necessary or required to be filed and disseminated.

Sibanye has also agreed for Sibanye’s board of directors to recommend to Sibanye shareholders the approval of the merger agreement, subject to the provisions of the merger agreement, as described in the section captioned “— Sibanye Recommendation.”

Efforts to Obtain Regulatory Approvals

The merger agreement requires each of the parties to cooperate with each other and each use their reasonable best efforts to take all actions and do all things reasonably necessary under applicable law to consummate the merger

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as promptly as practicable, including (1) the obtaining of all necessary actions, waivers, consents and approvals from governmental entities, the expiration or early termination of any applicable waiting periods, and the making of all necessary registrations and filings and the taking of such reasonable steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid a proceeding by, any governmental entity, (2) the delivery of required notices to, and the obtaining of required consents or waivers from, third parties, and (3) the execution and delivery of any additional instruments reasonably necessary to consummate the merger and to fully carry out the purposes of the merger agreement.

Without limiting the generality of the foregoing, each of Stillwater and Sibanye has agreed to, promptly and in any event within 30 business days from signing the merger agreement:

• prepare and file any notification and report forms and related material required under the HSR Act (early termination was granted prior to the date of this proxy statement);

• prepare and file with CFIUS a draft joint voluntary notice with respect to the merger, and as promptly as practicable thereafter, submit a final joint voluntary notice and any additional information and material that may be requested in connection with the CFIUS review process; and

• prepare and file any additional filings or notifications and related material that are necessary, proper or advisable to obtain the SARB approval.

Stillwater and Sibanye and their respective counsels will cooperate with each other with respect to obtaining any governmental approvals in connection with the merger, including (1) cooperating with each other in determining whether an action relating to any governmental entity is required and seeking any such actions, consents, approvals or waivers or making any such filings, (2) furnishing to each other all information required for any application or filing under any applicable law, (3) providing each other with a reasonable advance opportunity to review and comment upon and consider in good faith the views of the other in connection with all written communications with a governmental entity; (4) promptly informing each other of any material communication received from or given to any governmental entity, and (5) promptly furnishing each other with copies of all material correspondence, filings and written communications with any governmental entity.

In addition, Stillwater and Sibanye have agreed to take all steps necessary to avoid or eliminate any impediment under applicable law that may be asserted by a governmental entity with respect to, and to satisfy all conditions to the consummation of the merger; except that neither Sibanye nor its subsidiaries will be required to, and Stillwater will not, without the prior written consent of Sibanye:

• in connection with efforts to obtain the expiry or early termination of any applicable waiting period (or any extensions thereof) under the HSR Act or to obtain the SARB approval:

• sell, divest, hold separate, license, cause a third party to acquire or otherwise dispose of (1) any of the respective affiliates of Stillwater or Sibanye or (2) any of the respective operations, divisions, businesses, products, customers, assets, properties or rights of Sibanye, Stillwater or any of their respective affiliates;

• take any other actions that may limit the conduct of Sibanye, Stillwater or their respective affiliates in any way or any of their respective freedoms of action with respect to, or ability to retain, one or more of their respective operations, divisions, businesses, products, customers, assets, properties or rights, including, in the case of Sibanye, the right to own or operate any portion of the businesses of Stillwater or any of its subsidiaries or affiliates; or

• enter into any order, judgment, injunction, consent, decree or other agreement to effectuate any of the foregoing; or

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• in connection with efforts to obtain the CFIUS clearance, as described in the section captioned “— Conditions to the Merger,” agree or consent to any condition, agreement, order or burden that would:

• prevent Sibanye from appointing, removing and controlling, at its sole discretion, all of the directors of the surviving corporation;

• restrict Sibanye from receiving information concerning the operations, finances, sales and customers of the surviving corporation necessary to allow Sibanye to direct, operate and control the surviving corporation as its subsidiary; or

• cause Sibanye’s control or ownership of the surviving corporation and its subsidiaries to be passive or to otherwise restrict in any material respect the ability of Sibanye to control and operate the surviving corporation and its subsidiaries or their respective businesses.

However, the limitations on efforts described in the three bullet points above will not affect Sibanye’s efforts or obligations to the extent any restrictions proposed by CFIUS solely relate to the transmission of information to, or management of the surviving corporation by, any shareholder of Sibanye’s ordinary shares or representatives (including board representatives) of any such shareholder.

Director and Officer Indemnification and Insurance

For a period of six years after the effective time of the merger, the surviving corporation will maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the effective time covering each such person currently covered by Stillwater’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the merger agreement and from an insurance carrier with the same or better credit rating as Stillwater’s current officers’ and directors’ liability insurance carrier. In lieu of the foregoing, Stillwater may, prior to the effective time of the merger, purchase a six-year prepaid “tail policy” on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date of the merger agreement and from an insurance carrier with the same or better credit rating as Stillwater’s current officers’ and directors’ liability insurance carrier with respect to claims arising from facts or events that occurred on or before the effective time of the merger, including the transactions contemplated by the merger agreement, and the surviving corporation will maintain such policies in full force and effect for their full term and continue to honor the obligations thereunder. The aggregate annual premiums for any such officers’ and directors’ liability insurance policies or, except with the prior written consent of Sibanye, such “tail policies,” will not exceed 300% of the amount Stillwater paid in its last full fiscal year.

The surviving corporation will fulfill and honor the obligations of Stillwater and its subsidiaries pursuant to (1) each indemnification agreement in effect between Stillwater or any of its subsidiaries and any individual who at the effective time of the merger is, or at any time prior to the effective time was, a director or officer of Stillwater or any its subsidiaries and (2) any indemnification provision and any exculpation provision set forth in the organizational documents of Stillwater or any of its subsidiaries in effect.

The individuals who are directors or officers of Stillwater or of any of its subsidiaries at or prior to the effective time of the merger are third-party beneficiaries of the provisions described above, and such individuals and their heirs and representatives will have the right to enforce these provisions of the merger agreement.

Employee Matters

The surviving corporation will honor all obligations under Stillwater’s and its subsidiaries’ employment contracts. In addition, for the one-year period following the effective time of the merger, the surviving corporation will provide to each non-union employee of Stillwater and its subsidiaries who continues to be employed by the surviving corporation or any of its subsidiaries (which we refer to as a “continuing employee”) (1) at least the same level of hourly salary or base wages and annual target bonus opportunity as provided to such continuing employee immediately prior to the effective time of the merger and (2) employee benefits (excluding equity-based compensation), including severance benefits, that, in the aggregate, are at least as favorable as the

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benefits provided to such continuing employee immediately prior to the effective time of the merger. In addition, for purposes of evaluating eligibility to participate in long-term incentive plans maintained by Sibanye, the surviving corporation will use substantially similar criteria and processes in evaluating the eligibility of the continuing employees as Sibanye does in evaluating the eligibility of Sibanye’s employees.

For purposes of eligibility, vesting and, solely for purposes of any vacation and severance benefits, levels of benefits, under the employee benefit plans of the surviving corporation or its subsidiaries (which we refer to as “post-closing plans”) and subject to limited exceptions, each continuing employee will be credited with his or her service time with Stillwater and its subsidiaries prior to the effective time to the same extent such service was recognized immediately prior to the effective time under a comparable Stillwater benefit plan.

For welfare benefits under the post-closing plans, the surviving corporation will use reasonable best efforts to (1) cause any pre-existing condition limitations or eligibility waiting periods to be waived for any continuing employee to the extent such limitation would have been waived or satisfied under the Stillwater plans in which such continuing employee participated immediately prior to the effective time of the merger and (2) credit each continuing employee for an amount equal to any welfare expenses incurred by such continuing employee in the year that includes the closing date (or, if later, the year in which such employee is first eligible to participate in such post-closing plan) for purposes of any applicable deductible and annual out-of-pocket expense requirements under such post-closing plan to the extent such expenses would have been credited under the Stillwater plan in which such continuing employee participated immediately prior to the effective time of the merger.

Other Covenants and Agreements

The merger agreement contains additional agreements between Stillwater and Sibanye relating to, among other things, the following:

• Sibanye’s access to Stillwater’s information;

• notifications of certain matters, including any notice received by Stillwater from any person alleging that consent from such party is required in connection with the merger, any notice received by Stillwater from any governmental entity in connection with the merger and any circumstance that would be reasonably likely to result in the failure to satisfy any closing condition;

• the inapplicability of relevant takeover statutes;

• delisting and deregistration of Stillwater common shares at the effective time of the merger;

• the resignation of Stillwater’s directors at the effective time of the merger;

• defense of litigation relating to the merger or other transactions contemplated by the merger agreement;

• consultation regarding the issuance of public announcements;

• ensuring the exemption of certain transactions in connection with the merger under Rule 16b-3 under the Exchange Act;

• preparation of this proxy statement; and

• the issuance of a letter of credit for the benefit of Stillwater, which can be drawn if the reverse termination fee and Stillwater’s documented out-of-pocket fees and expenses reimbursement become due and payable in connection with the termination of the merger agreement, as described in the section captioned “— Sibanye Reverse Termination Fee; Expense Reimbursement.”

Conditions to the Merger

The respective obligations of Stillwater, Sibanye, US Holdco and Merger Sub to complete the merger are subject to the satisfaction or waiver on or prior to the effective time of the following conditions:

• the requisite Stillwater vote having been obtained at a Stillwater shareholders’ meeting;

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• the Sibanye merger shareholder approval having been obtained at a general meeting of Sibanye shareholders;

• the Sibanye rights offering shareholder approval having been obtained at a general meeting of Sibanye shareholders;

• the HSR Act clearance having been obtained;

• the CFIUS clearance having been obtained;

• the SARB approval having been obtained; and

• the absence of any order, judgment, injunction, law or other legal restraint prohibiting the consummation of the merger.

The obligation of Sibanye, US Holdco and Merger Sub to complete the merger is subject to the satisfaction or waiver at or prior to the closing of the following additional conditions:

• (1) the representations and warranties of Stillwater set forth in the merger agreement regarding organization, capitalization, indebtedness, due authorization of the merger agreement, no material adverse effect, the opinion of financial advisor and finders and brokers being true and correct in all but de minimis respects, and (2) all other representations and warranties of Stillwater set forth in the merger agreement being true and correct (without giving effect to any materiality or material adverse effect qualifications contained therein), in the case of each of (1) and (2), both when made and at and as of the closing date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must be so true and correct as of such specific date only), except for such failures to be true and correct as have not had and would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on Stillwater;

• the performance by, and compliance in all material respects with, all covenants required to be performed or complied with by Stillwater under the merger agreement at or prior to the closing;

• the absence of any effects that have had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on Stillwater; and

• the receipt by Sibanye of a certificate signed on behalf of Stillwater by an executive officer of Stillwater certifying to the satisfaction of the conditions set forth above.

The obligation of Stillwater to complete the merger is subject to the satisfaction or waiver at or prior to the closing of the following additional conditions:

• the representations and warranties of Sibanye, US Holdco and Merger Sub set forth in the merger agreement being true and correct when made and at and as of the closing date as though made on and as of such date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties must be so true and correct as of such specific date only), except for such failures to be true and correct that would not, individually or in the aggregate, have a material adverse effect on the ability of Sibanye or Merger Sub to consummate the merger or pay the merger consideration;

• the performance by, and compliance in all material respects with, all covenants required to be performed or complied with by each of Sibanye, US Holdco and Merger Sub under the merger agreement at or prior to the closing; and

• the receipt by Stillwater of a certificate signed on behalf of Sibanye by an executive officer of Sibanye certifying to the satisfaction of the conditions set forth above.

No party may rely, either as a basis for not consummating the merger or as a basis for terminating the merger agreement and abandoning the merger, on the failure of any conditions described above, to be satisfied, if such

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failure was caused by such party’s breach in any material respect of any provision of the merger agreement or failure in any material respect to use the standard of efforts required from such party to consummate the merger and the other transactions contemplated by the merger agreement.

Termination of the Merger Agreement

The merger agreement may be terminated and the merger may be abandoned at any time prior to the effective time of the merger in the following circumstances:

• by mutual written agreement of Stillwater and Sibanye, by action of their respective boards of directors;

• by either Stillwater or Sibanye if:

• the merger has not been completed by 5:00 PM (NY time) on June 30, 2017 (we refer this date, as it may be extended, as described below, as the “end date”), subject to extension by (1) either Stillwater or Sibanye to a time and date no later than 5:00 PM (NY time) on August 30, 2017, if all of the conditions to closing (other than those conditions that by their nature are to be satisfied by actions to be taken at the closing) have been satisfied or waived except the conditions regarding the HSR Act clearance, the CFIUS clearance or the SARB approval, or (2) by Sibanye, if all of the conditions to closing (other than those conditions that by their nature are to be satisfied by actions to be taken at the closing) have been satisfied or waived except the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval in circumstances where the information required to be provided by Stillwater for the preparation of the Sibanye shareholder circular was not provided to Sibanye before 12:00 P.M. (NY time) on March 15, 2017 (which we refer to as the “required information deadline”), to a time and date no later than 5:00 PM (NY time) on the date that is a number of days after the original end date, that is equal to the number of days between the required information deadline and the date such required information was actually delivered to Sibanye, except that this right to extend the end date or terminate the merger agreement will not available to a party whose material breach of the merger agreement has been the cause of the failure of the closing to have occurred at or prior to the end date;

• the requisite Stillwater vote has not been obtained at a Stillwater shareholders’ meeting or at any adjournment or postponement thereof, in each case, at which a vote on such adoption was taken;

• the Sibanye merger shareholder approval and the Sibanye rights offering shareholder approval have not been obtained at a general meeting of the Sibanye shareholders or at any adjournment or postponement thereof, in each case, at which a vote on such approval was taken; or

• a final, non-appealable law, order, judgment or injunction or other action permanently restraining, enjoining or otherwise prohibiting the merger has been issued or taken by a court of competent jurisdiction or a governmental entity; or

• by Sibanye if:

• prior to the requisite Stillwater vote being obtained, (1) the Stillwater board of directors has effected a Stillwater adverse recommendation change, as described in the section captioned “— Changes in the Stillwater Board Recommendation,” (2) Stillwater has deliberately violated or breached in any material respect its non-solicitation obligations, as described in the section captioned “— Non- Solicitation by Stillwater,” or its obligation not to change the Stillwater board recommendation, as described in the section captioned “— Changes in the Stillwater Board Recommendation,” or (3) Stillwater has deliberately violated or breached its obligations regarding its proxy statement and shareholders’ meeting, as described in the section captioned “— Shareholders’ Meeting,” in a manner that has a material adverse impact on the timing of, or the ability to, obtain the requisite Stillwater vote; or

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• Stillwater has breached or failed to perform any of its covenants made in the merger agreement or any of its representations or warranties made in the merger agreement fails to be true and correct, which breach, failure to perform or failure to be true and correct (1) would give rise to the failure of the applicable closing conditions to be satisfied and (2) is either incapable of being cured or has not been cured by Stillwater within 30 calendar days after written notice thereof has been given by Sibanye to Stillwater, except that Sibanye may not terminate the merger agreement if Sibanye or Merger Sub is in material breach of the merger agreement; or

• by Stillwater if:

• prior to the Sibanye merger shareholder approval and the Sibanye rights offering shareholder approval being obtained, (1) Sibanye’s board of directors has effected a Sibanye adverse recommendation change, as described in the section captioned “— Sibanye Recommendation,” (2) Sibanye has deliberately violated or breached its obligations regarding its shareholder circular and shareholders’ meeting, as described in the section captioned “— Shareholders’ Meeting,” in a manner that has a material adverse impact on the timing of, or the ability to obtain, the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval; or

• Sibanye has breached or failed to perform any of its covenants made in the merger agreement or any of its representations or warranties made in the merger agreement has failed to be true and correct, which breach, failure to perform or failure to be true and correct (1) would give rise to the failure of the applicable closing conditions to be satisfied and (2) is either incapable of being cured or has not been cured by Sibanye within 30 calendar days after written notice thereof has been given by Stillwater to Sibanye, except that Stillwater may not terminate the merger agreement if Stillwater is in material breach of the merger agreement.

If the merger agreement is terminated, it will become void and of no effect with no liability on the part of any party to another party, except that (1) certain provisions, including those relating to the effect of termination, termination payments, indemnification and reimbursement, governing law, jurisdiction and the provisions of the confidentiality agreements between Stillwater and Sibanye, will survive the termination, and (2) no party will be released from any liability for any fraud or a deliberate breach of the merger agreement prior to such termination.

Stillwater Termination Fee; Expense Reimbursement

Stillwater will be required to pay a termination fee of $16.5 million to Sibanye and reimburse Sibanye for up to $10.0 million of reasonable and documented out-of-pocket fees and expenses incurred by Sibanye:

• if all three of the following conditions are satisfied:

• if (1) Sibanye terminates the merger agreement in accordance with the terms thereof because Stillwater has breached or failed to perform any of its covenants made in the merger agreement or any of its representations or warranties made in the merger agreement has failed to be true and correct, which breach, failure to perform or failure to be true and correct was not cured and would give rise to the failure of the applicable closing conditions to be satisfied, or (2) either Sibanye or Stillwater terminates the merger agreement in accordance with the terms thereof because the merger has not been completed by the end date, or (3) either Sibanye or Stillwater terminates the merger agreement because Stillwater has failed to obtain the requisite Stillwater vote at a Stillwater shareholders’ meeting or at any adjournment or postponement thereof, in each case, at which a vote on such adoption was taken;

• prior to the date of such termination (or the date of Stillwater shareholders’ meeting in the case of a termination for the failure by Stillwater to obtain the requisite Stillwater vote), an acquisition proposal, or an intention to make an acquisition proposal has been publicly disclosed, except that, for purposes of this paragraph, the references to “15%” in the definition of “acquisition transaction,” as described in the section captioned “— Non-Solicitation by Stillwater,” will be deemed to be references to “50%”; and

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• within nine months after such termination, Stillwater either enters into a definitive agreement with respect to any acquisition proposal with another party that is thereafter consummated or consummates the transactions contemplated by any acquisition proposal with another party, which, in either case, need not be the same acquisition proposal described in the bullet point above; or

• if Sibanye terminates the merger agreement because the Stillwater board of directors has effected a Stillwater adverse recommendation change, as described in the section captioned “— Changes in the Stillwater Board Recommendation”;

• if Sibanye terminates the merger agreement because Stillwater has deliberately violated or breached in any material respect either its non-solicitation obligations, as described in the section captioned “— Non- Solicitation by Stillwater,” or its obligation not to change the Stillwater board recommendation, as described in the section captioned “— Changes in the Stillwater Board Recommendation”; or

• if Sibanye terminates the merger agreement because Stillwater has deliberately violated or breached its obligations regarding its proxy statement and shareholders’ meeting, as described in the section captioned “— Shareholders’ Meeting,” in a manner that has a material adverse impact on the timing of, or the ability to, obtain the requisite Stillwater vote.

In addition, Stillwater will be required to reimburse Sibanye for up to $10.0 million of reasonable and documented out-of-pocket fees and expenses incurred by Sibanye if the merger agreement is terminated by either Stillwater or Sibanye because the requisite Stillwater vote has not been obtained at a Stillwater shareholders’ meeting or at any adjournment or postponement thereof, in each case, at which a vote on such adoption was taken. The payment of such expense reimbursement will not affect Sibanye’s right to receive any termination fee otherwise due, as described under the first bullet point in the preceding paragraph.

In the event the termination fee is payable by Stillwater to Sibanye, from and after the payment of such termination fee and expense reimbursement by Stillwater to Sibanye, Stillwater will have no further liability of any kind in connection with the merger agreement other than for any liability arising from a deliberate breach, as described in the section captioned “— Termination of the Merger Agreement.”

Sibanye Reverse Termination Fee; Expense Reimbursement

Sibanye will be required to pay a reverse termination fee of $33.0 million to Stillwater and reimburse Stillwater for up to $10.0 million of reasonable and documented out-of-pocket fees and expenses incurred by Stillwater:

• if either Sibanye or Stillwater terminates the merger agreement because the merger has not been completed by the end date, and, at the time of such termination, any condition set forth below has not been satisfied:

• the Sibanye merger shareholder approval has not been obtained at a general meeting of Sibanye shareholders;

• the Sibanye rights offering shareholder approval has not been obtained at a general meeting of Sibanye shareholders;

• the HSR Act clearance has not been obtained (early termination was granted by the FTC prior to the date of this proxy statement);

• the CFIUS clearance has not been obtained; or

• the SARB approval has not been obtained; or

• if either Sibanye or Stillwater terminates the merger agreement because the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval has not been obtained at a

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general meeting of the Sibanye shareholders or at any adjournment or postponement thereof, in each case, at which a vote on such approval was taken;

• if Stillwater terminates the merger agreement because, prior to the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval, Sibanye’s board of directors has effected a Sibanye adverse recommendation change, as described in the section captioned “— Sibanye Recommendation”; or

• if Stillwater terminates the merger agreement because, prior to the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval, Sibanye has deliberately violated or breached its obligations regarding its shareholder circular and shareholders’ meeting, as described in the section captioned “— Shareholders’ Meeting,” in a manner that has a material adverse impact on the timing of, or the ability to obtain, either the Sibanye merger shareholder approval or the Sibanye rights offering shareholder approval.

Sibanye has agreed, at its sole expense, to cause a letter of credit to be issued in the amount of $43.0 million for the benefit of Stillwater within 10 business days after the date of the merger agreement. Such letter of credit was issued on December 22, 2016. In the event the reverse termination fee and the expense reimbursement become due and payable by Sibanye to Stillwater, Stillwater will have the ability to draw on the letter of credit in accordance with the terms thereof unless such amounts have already been paid by Sibanye to Stillwater. In the event that, prior to the expiration date of the letter of credit, any party has commenced a proceeding against another party relating to whether the reverse termination fee and/or expense reimbursement has become due and payable by Sibanye to Stillwater, Sibanye will cause to be delivered an extension to or a replacement of the letter of credit in favor of Stillwater and will pay in full any and all fees in connection with such extension or replacement.

In the event the reverse termination fee is payable by Sibanye to Stillwater, from and after the payment of such reverse termination fee and expense reimbursement by Sibanye to Stillwater, Sibanye will have no further liability of any kind in connection with the merger agreement other than for any liability arising from a deliberate breach, as described in the section captioned “— Termination of the Merger Agreement.”

Remedies; Specific Enforcement

The parties to the merger agreement have agreed that irreparable damage would occur in the event that the parties do not perform their obligations under the provisions of the merger agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties have agreed that they will be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of the merger agreement and to enforce specifically the terms and provisions of the merger agreement.

Amendment of the Merger Agreement

At any time prior to the effective time of the merger, the merger agreement may be amended by Stillwater and Sibanye by an instrument in writing signed by both parties, or, in the case of a waiver, by each party against which the waiver is to be effective, except that after the requisite Stillwater vote has been obtained, no amendment which by law requires further approval of Stillwater’s shareholders may be made without such further approval, and after the Sibanye merger shareholder approval and the Sibanye rights offering shareholder approval have been obtained, no amendment which by law requires further approval of Sibanye shareholders may be made without such further approval. In addition, no amendment of the merger agreement to which Sibanye’s financing sources are intended third party beneficiaries that is materially adverse to any financing source will be effective without the written consent of such financing source.

Governing Law

The merger agreement is governed by and construed in accordance with the laws of the State of Delaware.

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PROPOSAL 2: ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Stillwater is providing its shareholders with a separate advisory (non-binding) vote to approve certain compensation that may be paid or become payable to its named executive officers in connection with the merger, as described in the table captioned “Quantification of Potential Payments and Benefits to Stillwater’s Named Executive Officers in Connection with the Merger” under “Proposal 1: The Merger — Interests of the Company’s Directors and Executive Officers in the Merger,” including the footnotes to the table and related discussion beginning on page 43 of this proxy statement.

The Stillwater board of directors unanimously recommends that the shareholders of Stillwater approve the following resolution:

“RESOLVED, that the compensation that may be paid or become payable to Stillwater’s named executive officers in connection with the merger, and the agreement or understandings pursuant to which such compensation may be paid or become payable, in each case as disclosed pursuant to Item 402(t) of Regulation S-K in the table in the section captioned “Proposal 1: The Merger — Interests of the Company’s Directors and Executive Officers in the Merger — Quantification of Potential Payments and Benefits to Stillwater’s Named Executive Officers in Connection with the Merger,” including the footnotes to the table and the related discussion, is hereby APPROVED.”

The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the proposal to adopt the merger agreement. Accordingly, you may vote to adopt the merger agreement and vote not to approve the named executive officer merger-related compensation proposal and vice versa. Because the vote on the named executive officer merger-related compensation proposal is advisory only, it will not be binding on either Stillwater or Sibanye. Accordingly, if the merger agreement is adopted and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto under the applicable compensation agreements and arrangements, regardless of the outcome of the non-binding, advisory vote of Stillwater’s shareholders.

The above resolution approving the merger-related compensation of Stillwater’s named executive officers on an advisory basis requires the affirmative vote of a majority of the common shares having voting power and present in person or represented by proxy at the annual meeting.

The Stillwater board of directors unanimously recommends that the shareholders of Stillwater vote “FOR” the named executive officer merger-related compensation proposal.

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PROPOSAL 3: ELECTION OF DIRECTORS

Election Process

Our by-laws provide for the annual election of directors. Our by-laws also provide that the number of directors will be determined by the Stillwater board of directors, which has set the number at seven effective at the 2016 annual meeting of shareholders.

The seven persons set forth below have been nominated to serve as directors of the Company until the next annual meeting of shareholders, or until their respective successors are elected, and each person has consented to being named as a nominee. All of the nominees are currently directors of the Company.

In November of 2016, the board of directors amended our by-laws to require that the nominees for election to the board receive the affirmative vote of a majority of the common shares having voting power present in person or represented by proxy at a meeting at which a quorum is present. Brokers and other nominees will not have discretionary authority to vote your shares if you hold your shares in street name, and do not provide instruction as to how your shares should be voted on this proposal.

The board of directors unanimously recommends that you vote FOR all of the board’s nominees.

It is anticipated that proxies will be voted for the nominees listed below, and the board has no reason to believe any nominee will not continue to be a candidate, or will not be able to serve as a director if elected. In the event that any nominee named below is unable to serve as a director, the proxy holders named in the proxies have advised that they will vote for the election of such substitute or additional nominees as the board may propose.

The name and age of each nominee, his or her principal occupation for at least the past five years and certain additional information is set forth below. Such information is as of the date hereof, and is based upon information furnished to the Company by each nominee.

Director Qualifications

Directors are responsible for overseeing the management of the Company’s business. This requires highly skilled individuals with various qualities, attributes and experience. The board believes there are general requirements applicable to all directors, as well as other skills and experience that should be represented on the board as a whole, but not necessarily by each director. The board and its corporate governance & nominating committee consider the qualifications of directors and director candidates individually and in the broader context of the board’s overall composition and our current and future needs.

Board Tenure

We adopted a board Tenure Policy which states that a director’s maximum tenure will be nine years, or, if earlier, at such time as a director reaches 72 years of age, at which time the director will not be re-nominated unless the board determines that specific, exceptional circumstances warrant re-nomination, which reasons will be publicly disclosed.

The following directors have agreed to stand for election as directors at the annual meeting and are proposed by the Nominating Committee of the board.

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Nominees for Election

GEORGE M. BEE

Independent director since:	November 24, 2012
Age:	58
Roles on the board:	Health, Safety & Environmental (Chairman), Technical & Ore Reserve
Share ownership:	Common Shares: 24,354 / DSUs: 18,828

Specific qualifications, attributes, skills and experience:

Industry Knowledge	Environmental, Health, & Safety Oversight
Risk Oversight	International Exposure

George M. Bee was appointed to the board of directors in 2012. Currently, he serves as Senior Vice President Frontera District for Barrick Gold Corporation, rejoining Barrick for a third term and building on his prior 16-year career with the company. Previously, Mr. Bee held positions as CEO and Director of Jaguar Mining Inc. between March 2014 and December 2015, President and CEO of Andina Minerals Inc. from February 2009 until January 2013 and Chief Operating Officer for Aurelian Resources, Inc. from 2007 to 2009. He has also served in various senior management and operational positions at Kinross Gold Corporation, Palabora Copper (RTZ) and Western Holdings (Anglo). In addition to Stillwater, Mr. Bee has served on the board of directors of Sandspring Resources Ltd., Jaguar Mining, Peregrine Metals Ltd. and Minera IRL, including as the chair or participant on a number of board committees.

Mr. Bee received a Bachelor of Science degree from the Camborne School of Mines in Cornwall, United Kingdom. He also holds ICD.D designation from the Institute of Corporate Directors.

MICHAEL J. MCMULLEN

Executive director since:	December 3, 2013
Independent director:	From May 2, 2013 until December 2, 2013
Age:	46
Roles on the board:	Technical & Ore Reserve, Health, Safety & Environmental
Share ownership:	Common Shares: 131,248 / RSUs: 134,978 / PSUs:[            ]

Specific qualifications, attributes, skills and experience:

Industry Knowledge	Executive Leadership
Risk Oversight	International Exposure

Michael J. (Mick) McMullen was elected to the board of directors on May 2, 2013 and appointed President and CEO of Stillwater on December 3, 2013. Previously, Mr. McMullen served in a variety of senior executive and directorship positions, most recently as a Principal at MRI Advisory AG, a private company focusing on development of metal and minerals projects in the Americas, Europe and Africa. In 2007, he became Executive Chairman of Lachlan Star Limited, a post he held until January 2014. Lachlan Star Limited announced the appointment of voluntary insolvency administrators in February 2015. Mr. McMullen also served as the Executive Chairman of Nevada Iron until January 2017. Over the course of his 23-year career, Mr. McMullen has been responsible for development of several large open pit and underground mines in Australia, Europe and Latin America. He has had detailed involvement in all aspects of the mining business, including exploration, permitting, mine development, financing, operations, product sales, and asset acquisition and divestments, as

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well as the debt and equity markets. He has managed multiple operations across several jurisdictions, working with large workforces and unions in culturally diverse and environmentally sensitive areas. His experience covers a range of commodities including copper, gold, iron ore and PGMs.

Mr. McMullen holds a Bachelor of Science degree in Geology from Newcastle University in New South Wales, Australia, and pursued graduate studies in Mineral Economics at Western Australian School of Mines.

PATRICE E. MERRIN

Independent director since:	May 2, 2013
Age:	68
Roles on the board:	Corporate Governance & Nominating (Chairman), Compensation
Other public company boards:	Glencore PLC, Novadaq Technologies Inc.
Share ownership:	Common Shares: 22,586 / DSUs: 18,828

Specific qualifications, attributes, skills and experience:

Industry Knowledge	Executive Leadership
Risk Oversight	Government Affairs and Public Policy

Patrice E. Merrin was elected to the board of directors on May 2, 2013. Ms. Merrin is an international business executive and corporate director. She was Chairman of the board of directors of CML HealthCare Inc., a leading provider of private laboratory testing services, from 2011 until 2013, when she had served as a director since 2008. She served as a Director of Ornge, Ontario’s air ambulance service from 2012 to 2015, and was a Director of Climate Change and Emissions Management Corporation, created to support Alberta’s initiatives on climate change and the reduction of emissions from 2009 to 2014. From October 2009 to June 2011, Ms. Merrin served as a Director of Enssolutions Group Inc. From 2005 to 2006, Ms. Merrin served as President, CEO and a Director of Luscar Ltd., Canada’s largest producer of thermal coal, and as Executive Vice President from 2004 to 2005. During her tenure, Luscar was owned equally by Sherritt International and Ontario Teachers Pension Plan Board. Before joining Luscar, from 1999 to 2004, Ms. Merrin was Executive Vice President and Chief Operating Officer of Sherritt International, a diversified international natural resources company with assets in base metals mining and refining, thermal coal, oil and gas, and power generation. Ms. Merrin was a member of the National Advisory Panel on Sustainable Energy Science & Technology from 2005 to 2006, and from 2003 to 2006, was a member of Canada’s National Round Table on the Environment and the Economy.

Ms. Merrin holds a Bachelor of Arts degree from Queen’s University in Kingston, Ontario, and completed the Advanced Management Programme at INSEAD.

LAWRENCE PETER O’HAGAN

Independent director since:	March 16, 2015
Age:	53
Roles on the board:	Audit, Compensation (Chairman)
Share ownership:	DSUs: 14,505

Specific qualifications, attributes, skills and experience:

Industry Knowledge	Capital Markets Expertise
Risk Oversight	International Exposure

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Lawrence Peter O’Hagan was appointed to the board of directors on March 16, 2015. He is a Managing Director at the Carlyle Group, a leading global alternative asset management firm, where he works on Commodities and Natural Resources investment for the Equity Opportunity Fund. He joined Carlyle in January 2016. Before joining Carlyle, Mr. O’Hagan was an Executive-in-Residence (Energy & Infrastructure) at KKR & Co in 2014 and 2015. Prior to KKR, Mr. O’Hagan worked at Goldman Sachs for almost 23 years, where he most recently co-headed the global commodities business and served as head of origination and structuring. Mr. O’Hagan joined Goldman Sachs in the Metals department in New York in 1991 as an associate. He became a managing director in 2000, and a partner in 2002. In 2008, Mr. O’Hagan became the founding CEO of Goldman Sachs Bank USA when Goldman became a federally regulated bank holding company. He led Goldman Sachs Bank, with $110 billion in assets, from its inception in October 2008 to March 2011. He returned to Global Commodities to co-head the business and lead sales and structuring again until the end of 2013.

Mr. O’Hagan, based in New York City, holds a B.A., International Relations from the University of Toronto and an M.A. from Johns Hopkins School of Advanced International Studies.

MICHAEL S. PARRETT

Independent director since:	May 7, 2009
Age:	65
Roles on the board:	Audit (Chairman), Corporate Governance & Nominating
Other public company boards:	Centerra Gold Inc.
Share ownership:	Common Shares: 29,053 / DSUs: 18,828

Specific qualifications, attributes, skills and experience:

Financial Expertise	Executive Leadership
Industry Knowledge	International Exposure

Michael S. Parrett was elected to the board of directors on May 7, 2009. He has been an independent consultant and corporate director since 2002. During 2002, 2003 and the first quarter of 2004, Mr. Parrett served as a financial consultant to Stillwater. From 1990 to 2001, he was CFO, President of Rio Algom and Chief Executive of Billiton Base Metals. From 1983 to 1989, Mr. Parrett performed various financial functions, including Controller, CFO, Treasurer, Controller Marketing and Director of Internal Audit at Falconbridge Limited, which also had a recycling/custom feed business. He was on the board of directors of Pengrowth Energy Corporation from 2004 to 2016. Mr. Parrett was on the board of directors of Gabriel Resources Ltd. from 2003 to 2010, and was their Chairman from December 2005 to 2010. He was also a Trustee and on the board of directors of Fording Canadian Coal Trust from 2003-2008. Effective May 2014, Mr. Parrett joined the board of directors of Centerra Gold, Inc.

Mr. Parrett is a Chartered Professional Accountant, and received his Bachelor of Arts degree in Economics from York University in Toronto, Ontario.

BRIAN D. SCHWEITZER

Independent director since:	May 2, 2013
Age:	60
Roles on the board:	Chairman; Corporate Governance & Nominating, Health, Safety & Environmental
Share ownership:	Common Shares: 30,703 / DSUs: 18,828

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Specific qualifications, attributes, skills and experience:

Executive Leadership	Geopolitical Expertise
International Exposure	Risk Oversight

Brian D. Schweitzer was elected to the board of directors on May 2, 2013 and became the Chairman of the board on May 17, 2013. Mr. Schweitzer most recently served as Governor of Montana, from January 5, 2005 to January 7, 2013. As Governor, he was the chief regulator of water and air quality, fisheries and wildlife, and served as Chair of the Western Governors’ Association, during 2009, and the Democratic Governors’ Association, during 2008. Mr. Schweitzer also served as the 2011 President of the Council of State Governments, during his tenure as Governor. Prior to his role as Governor of Montana, Mr. Schweitzer was a successful rancher and entrepreneur. He began his career as an international agricultural consultant and worked as an irrigation developer on projects in Africa, Asia, and South America. He spent several years working in Libya and Saudi Arabia.

Mr. Schweitzer earned his Bachelor of Science degree in international agronomy from Colorado State University, and a Master of Science in soil science from Montana State University, Bozeman.

GARY A. SUGAR

Independent director since:	August 29, 2012
Age:	68
Roles on the board:	Audit, Compensation, Technical & Ore Reserve (Chairman)
Other public company boards:	Seabridge Gold Inc.
Share ownership:	Common Shares: 11,703 / DSUs: 18,828

Specific qualifications, attributes, skills and experience:

Industry Knowledge	Capital Markets Expertise
Risk Oversight	International Exposure

Gary A. Sugar was appointed to the board of directors on August 29, 2012. Mr. Sugar retired in 2011 from RBC Capital Markets after a 32-year career. He initially worked in the mining industry in exploration and corporate development for companies including Inco, Cominco, Rio Algom, and Imperial Oil (Exxon). Mr. Sugar joined a predecessor company to RBC Capital Markets in 1979. He specialized in the mining sector, particularly in equity and debt financings, mergers and acquisitions, and other advisory services for a wide range of Canadian and international mining companies. He was appointed a managing director in 1987, and led the mining practice for many years. From March 2012 until its acquisition in June, 2014, Mr. Sugar was a member of the board of directors of Osisko Gold, and also served on the board of directors of Romarco Minerals Inc. until its acquisition by OceanaGold on October 1, 2015. Mr. Sugar was appointed to the board of Seabridge Gold in May 2016.

Mr. Sugar holds a Bachelor of Science degree in Geology and an M.B.A. from the University of Toronto.

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BOARD OF DIRECTORS AND COMMITTEES

The board of directors met 13 times during 2016. Each director attended 100% of the total number of eligible meetings of the board and each committee on which he or she served in 2016. The independent directors regularly met in executive session without management. Mr. Schweitzer, as Chairman of the board, presides over executive sessions of the board. Pursuant to the Company’s Corporate Governance Principles, all directors are expected, but not required, to attend each annual meeting of shareholders. With the exception of Mr. O’Hagan, all directors attended the annual shareholder meeting last year.

Attendance of Directors^(*)

Director	Board Meetings	Audit Committee Meetings	Corporate Governance & Nominating Committee Meetings	Compensation Committee Meetings	Health, Safety & Environmental Committee Meetings	Technical & Ore Reserve Committee Meetings
George M. Bee	13 of 13	—	—	—	3 of 3	2 of 2
Michael J. (Mick) McMullen	13 of 13	—	—	—	3 of 3	2 of 2
Patrice E. Merrin	13 of 13	—	5 of 5	7 of 7	—	—
Lawrence Peter O’Hagan	13 of 13	4 of 4	—	7 of 7	—	—
Michael S. Parrett	13 of 13	4 of 4	5 of 5	—	—	—
Brian D. Schweitzer	13 of 13	—	5 of 5	—	3 of 3	—
Gary A. Sugar	13 of 13	4 of 4	—	7 of 7	—	2 of 2

(*) In person or telephonic.

Director Independence

The board follows the standards set forth in the Company’s Corporate Governance Principles when determining director independence, which standards meet or exceed the listing standards of the NYSE with respect to director independence. These principles can be found on the Company’s corporate website at www.stillwatermining.com, under the heading “Governance / Governance Principles.” A copy may also be obtained upon request from the Company’s Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120.

These principles provide objective, as well as subjective, criteria that the board will utilize in determining whether each director meets the independence standards of the SEC and the NYSE applicable to the Company.

The board undertook its annual review of director transactions and relationships between each director or any member of his or her immediate family and the Company and its subsidiaries and affiliates. The board also examined transactions and relationships between directors or their affiliates, on the one hand, and members of the Company’s senior management or their affiliates, on the other hand.

The board affirmatively determined that all of the directors being nominated for election at the annual meeting, including the Chairman of the board, are independent of the Company and the Company’s management under the standards set forth in the Corporate Governance Principles, with the exception of Mr. McMullen, who is considered not to be independent because he serves as the Company’s CEO.

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Committees

Audit Committee: The Company has a standing Audit Committee as defined in Section 3(a)(58)(A) of the Exchange Act. The Audit Committee held four meetings during 2016. The members of the Audit Committee in 2016 were Michael S. Parrett (Chairman), Gary A. Sugar and Lawrence Peter O’Hagan. Each of the Audit Committee members was “independent,” and satisfied the additional independence requirements of Section 303A.02 of the NYSE’s listing standards and Rule 10A-3 of the Exchange Act and the NYSE requirements for audit committee members in 2016. Each member of the Audit Committee is “financially literate” as required by the NYSE.

The Audit Committee reviews the accounting principles and procedures of the Company and its annual and quarterly financial reports and statements, is responsible for the appointment, compensation, retention, oversight and termination of the Company’s independent auditors, reviews with the independent registered public accountants the plans and results of the auditing engagement and considers the independence of the Company’s auditors. The Audit Committee is also responsible for reviewing the Company’s finance matters.

The Audit Committee is governed by a written charter which is available on the Company’s corporate website at www.stillwatermining.com, under the heading “Governance / Overview / Committee Charters / Audit Committee.” Copies of the charter are also available in print to shareholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120.

The Audit Committee also follows a written Audit and Non-Audit Services Pre-Approval Policy (available on the Company’s corporate website at www.stillwatermining.com, under the heading “Governance / Overview / Governance Documents / Audit & Non-Audit Services Policy”) for services to be performed by the independent registered public accountants. Proposed services may be either (1) pre-approved without consideration of specific case-by-case services by the Audit Committee (“General Pre-Approval”) or (2) require the specific pre-approval of the Audit Committee (“Specific Pre-Approval”). The Audit Committee believes that the combination of these two approaches results in an effective and efficient procedure to pre-approve services performed by the independent auditor to ensure the auditor’s independence is not impaired. Unless a type of service has received General Pre-Approval, it requires Specific Pre-Approval by the Audit Committee if it is to be provided by the independent registered public accountants.

The Audit Committee considers whether such services are consistent with the rules of the SEC on auditor independence, whether the independent auditor is best positioned to provide the most effective and efficient service and whether the service might enhance the Company’s ability to manage or control risk or improve audit quality.

SEC rules and NYSE listing standards require the board to determine whether a member of its Audit Committee is an “audit committee financial expert” and disclose its determination. According to these requirements, an audit committee member can be designated an audit committee financial expert only when the audit committee member satisfies specified qualification requirements, such as experience (or “experience actively supervising” others engaged in) preparing, auditing, analyzing or evaluating financial statements presenting a level of accounting complexity comparable to what is encountered in connection with the Company’s financial statements. SEC rules further require such qualifications to have been acquired through specified means of experience or education. The board has determined that Michael S. Parrett qualifies as an “audit committee financial expert” under SEC rules. The board believes that the current members of the Audit Committee are qualified to carry out the duties and responsibilities of the Audit Committee.

Compensation Committee: The Company has a separate Compensation Committee as required under the NYSE’s listing standards. The Compensation Committee held seven meetings during 2016. During 2016, the members of the Compensation Committee were Lawrence Peter O’Hagan (Chairman), Patrice E. Merrin and Gary A. Sugar. The board has determined that all members of the Compensation Committee are “independent”

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under the applicable NYSE listing standards. The principal responsibilities of the Compensation Committee are to establish policies and determine matters involving executive compensation, recommend changes in employee benefit programs, approve the grant of stock options and stock awards under the Company’s stock plans and provide assistance to management regarding key personnel selection. The Compensation Committee’s written charter is available on the Company’s corporate website at www.stillwatermining.com, under the heading “Governance / Overview / Committee Charters / Compensation Committee.” Copies of the charter are also available in print to shareholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120.

Corporate Governance & Nominating Committee: The Company has a Corporate Governance and Nominating Committee as required pursuant to the NYSE’s listing standards. The Corporate Governance and Nominating Committee held five meetings during 2016. The Corporate Governance and Nominating Committee is composed of Patrice E. Merrin (Chairman), Michael S. Parrett and Brian D. Schweitzer. The board has determined that all of the members of the Corporate Governance and Nominating Committee are independent directors under the applicable NYSE listing standards.

The principal responsibilities of the Corporate Governance and Nominating Committee are identifying and recommending to the board individuals qualified to serve as directors of the Company and on Committees of the board, advising the board as to the appropriate size, function and procedures of the Committees of the board, developing and recommending to the board corporate governance principles, overseeing evaluation of the board and the Company’s executive officers and attending to any matter as may pertain to the scope of corporate governance in the Company.

The Corporate Governance and Nominating Committee is governed by a written charter. The board also follows the Corporate Governance Principles for the Company and a written policy for shareholder nomination of directors. These documents set forth the criteria and methodology the board uses when considering individuals as nominees to the board. Current copies of these documents are available on the Company’s corporate website at www.stillwatermining.com, under the headings “Governance / Corporate Governance & Nominating Committee,” “Governance / Governance Principles” and “Governance / Stockholder Nomination of Directors,” respectively. Copies of these documents are also available in print to shareholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120.

Health, Safety & Environmental Committee: The Company has a Health, Safety and Environmental Committee with the principal responsibilities of reviewing the Company’s environmental and occupational health and safety policies and programs, overseeing the Company’s environmental and occupational health and safety performance and monitoring current and future regulatory issues. During 2016, the Health, Safety and Environmental Committee consisted of George M. Bee (Chairman), Brian D. Schweitzer and Mick McMullen. This Committee held three meetings in 2016.

The Health, Safety and Environmental Committee’s written charter is available on the Company’s corporate website at www.stillwatermining.com, under the heading “Governance / Overview / Committee Charters / Health, Safety & Environmental Committee.” Copies of the charter are also available in print to shareholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120.

Technical & Ore Reserve Committee: The Company has a Technical & Ore Reserve Committee with principal responsibilities of advising the board on the appropriateness, accuracy and completeness of the Company’s ore reserves, ensuring that management appropriately presents the Company’s ore reserves to regulatory agencies and overseeing the Company’s technical and strategic position. During 2016, the Technical and Ore Reserve Committee was composed of Gary A. Sugar (Chairman), George M. Bee and Mick McMullen. This Committee held two meetings in 2016.

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The Technical & Ore Reserve Committee’s written charter is available on the Company’s corporate website at www.stillwatermining.com, under the heading “Governance / Overview / Committee Charters / Technical & Ore Reserve Committee.” Copies of the charter are also available in print to shareholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120.

Candidate Selection Process

The minimum qualifications for serving as a director of the Company are that a nominee must demonstrate, by significant accomplishment in his or her field, an ability to make a meaningful contribution to the board’s oversight of the business and affairs of the Company. In addition, the Corporate Governance and Nominating Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Company. While the Corporate Governance and Nominating Committee has not adopted a formal diversity policy with respect to the selection of director nominees, the Committee seeks to have the board represent a diversity of backgrounds and experiences. As part of this process, the committee evaluates how a particular candidate would strengthen and increase the diversity of the board and contribute to the board’s overall balance of perspectives, backgrounds, knowledge, experience and expertise in areas relevant to the Company’s business. The committee assesses its achievement of diversity through review of board composition as part of the board’s annual self-assessment process.

Under the Company’s Corporate Governance Principles, the Corporate Governance and Nominating Committee presents a list of candidates to the board for nomination. The CEO is included in the process on a non-voting basis. Taking into account the factors outlined above, the Corporate Governance and Nominating Committee makes a recommendation to the board, and the board determines which of the recommended candidates to approve for nomination.

Nomination Process

Nominations of persons for election as directors of the Company may be made at a meeting of shareholders, (1) by or at the direction of the board, (2) by the Corporate Governance and Nominating Committee or persons appointed by the board, or (3) by any shareholder of the Company entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in Section 3.3 of our by-laws. Such nominations, other than those made by or at the direction of the board, must be made pursuant to timely notice in writing to the Company’s Corporate Secretary. To be timely, a shareholder’s notice must be delivered to or mailed and received at the principal executive office of the Company not less than 50 days, nor more than 75 days, prior to the meeting, except that in the event that less than 60 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever occurs first. Such shareholder’s notice to the Company’s Corporate Secretary must set forth (a) as to each person whom the shareholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class and number of shares of capital stock of the Company that are beneficially owned by the person, and (iv) any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to the Exchange Act, as now or hereafter amended and (b) as to the shareholder giving the notice, (i) the name and record address of such shareholder, and (ii) the class and number of shares of capital stock of the Company which are beneficially owned by such shareholder. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as a director of the Company. No person will be eligible for election by the shareholders as a director of the Company unless nominated in accordance with the procedures set forth herein.

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Business Ethics and Code of Conduct

The Company has a Business Ethics and Code of Conduct policy applicable to its officers, directors, employees and agents, including our CEO and all senior financial officers, including our principal financial officer and corporate controller. A current copy of this policy is available on the Company’s corporate website at www.stillwatermining.com, under the heading “Governance / Overview / Governance Documents / Code of Conduct.” The purpose of this policy is to provide legal, ethical and moral standards for the conduct of the Company’s officers, directors, employees and agents. In addition, waivers from and amendments to our Code of Business Conduct and Ethics that apply to our directors and executive officers, including our principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, will be timely posted in the “Governance” section of our website at www.stillwatermining.com. The board has also adopted a Code of Ethics Policy for its chief executive and senior financial officers which is available on the Company’s corporate website at www.stillwatermining.com, under the heading “Governance / Overview/ Governance Documents / Code of Ethics for Senior Financial Officers.” This document sets forth specific policies to guide the CEO, CFO and corporate controller in the performance of their duties. Copies of these documents are also available in print to shareholders upon request, addressed to the Corporate Secretary at Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120.

Board Oversight of Risk

The board has responsibility for risk oversight, and its committees help oversee risk in areas over which they have responsibility. The board receives regular updates related to various risks for both the Company and our industry. The Audit Committee receives and discusses reports regularly from members of management who are involved in the risk assessment and risk management functions on a daily basis. In addition, the Compensation Committee annually reviews, with the assistance of management, the overall structure of the Company’s compensation program and policies for all employees as they relate to the Company’s risk management practices.

The board oversees the management of risks inherent in the Company’s businesses, and the implementation of its strategic plan. The board performs this oversight role by implementing multiple levels of review. In connection with reviews of the operations of the Company’s business units and corporate functions, the board addresses the primary risks associated with those units and functions. In addition, the board reviews the risks associated with the Company’s strategic plan at an annual strategic planning session and periodically throughout the year as part of its consideration of the strategic direction of the Company. The board also considers other risk topics at its meetings, including risks associated with capital structure, strategic plan, business climate, industry changes and development activities. Further, the board is routinely informed by management of developments that could affect our risk profile. The Board’s current role in risk oversight is complemented by the “checks and balance” of our leadership structure and our continuing enterprise risk management exercises conducted by management to identify, assess and prioritize potential risks to the Company.

Each of the committees also manages Company risks that fall within the committee’s areas of responsibility. In performing this function, each committee has full access to management, as well as the ability to engage advisors.

Review of Compensation Risk

As part of its oversight of the Company’s executive compensation program, the Compensation Committee, with the assistance of outside experts, assessed the Company’s compensation programs and has concluded that these compensation policies and practices do not create risks reasonably likely to have a material adverse effect on the Company. The Compensation Committee and management spent considerable time and effort assessing the Company’s executive compensation and benefits programs over the past year to determine whether the programs’ provisions and operations create material, undesired or unintentional risk to the Company. This risk assessment process included a review of policies and procedures, analysis of risk identification and controls and determination of the balance of potential risk to potential reward.

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The review of the programs and policies that apply to our named executive officers includes:

• analysis of how different elements of compensation may increase or mitigate risk-taking;

• analysis of performance metrics used for short-term and long-term incentive programs, and the relationship of such incentives to the objectives of a particular position or business unit;

• analysis of whether the performance measurement periods for short-term and long-term incentive compensation are appropriate; and

• analysis of the overall structure of compensation programs as related to business risks.

Based on the foregoing, we believe our compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole. We also believe our incentive compensation programs provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks, are compatible with effective internal controls and the risk-management practices of the Company and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are identified under “Committees” above. No member of the Compensation Committee was, at any time during 2016, an officer or employee, or a former officer, of the Company. There were no compensation committee interlocks with other companies in 2016 within the meaning of Item 407(e)(4)(iii) of Regulation S-K.

Shareholder Communication with Directors

The board has a written policy on shareholder and interested party communications with directors.

Under the policy, shareholders and other interested parties may contact any member (or all members) of the board (including, without limitation, the Chairman, Brian D. Schweitzer, or the independent directors as a group, or any other director designated to preside over board executive sessions), any board committee or any chair of any such committee by mail or email. To communicate with the board, any individual director or any group or committee of directors, correspondence should be addressed to the board or any such individual director or group or committee of directors by either name or title. All such correspondence should be sent to the Corporate Secretary, Stillwater Mining Company, 26 West Dry Creek Circle, Suite 400, Littleton, Colorado 80120. To communicate with any of our directors via email, shareholders should go to our corporate website at www.stillwatermining.com. Under the heading “Governance / Communication with directors,” you will find a link to an email address (corporate.secretary@stillwatermining.com) that may be used for writing an electronic message to the board, any individual director or any group or committee of directors. Please follow the instructions on our website to send your message.

Director Compensation

Each non-employee director receives an annual retainer of $55,250 which may be paid in cash or may be deferred in Deferred Share Units (“DSUs”). In addition, the Company pays each non-employee director and committee member $2,125 per meeting of the board attended in person and $1,275 per meeting of the board attended by telephone. The Chairman of the board receives an additional annual retainer of $60,000; the Audit Committee chairman receives an additional annual retainer of $17,000; the Compensation Committee chairman receives an additional $12,750 annual retainer; and the other committee chairmen each receive additional annual retainers of $8,500. In addition, in 2017 the Stillwater board of directors approved the payment of an amount in cash equal to the payment of one in-person meeting fee to five directors as compensation for additional work related to the engagement of legal and financial advisors in connection with the Stillwater board’s strategic

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assessment process. The Company also reimburses all directors for reasonable travel expenses. The Company’s Stock Ownership Guidelines state that independent directors should own common shares (or a DSU equivalent) having a value of at least two times their annual retainer. Pursuant to these guidelines, each director is asked to comply with this guideline by the fifth anniversary of his or her election to the board. All directors are in compliance with this guideline.

Under the Independent Director Deferred Share Unit Plan (the “DSU Plan”) the Company’s non-employee directors receive a grant in the form of deferred share units on the date of each annual meeting of shareholders. The Corporate Governance and Nominating Committee determined that this year’s grant should remain unchanged from the previous year, valued at $80,000, or an amount adjusted pro rata upon appointment to or separation from, the board. Each director may also elect to defer up to 100% of his or her annual compensation in the form of DSUs credited to a DSU account maintained by the Company. Each DSU represents the right to receive a cash payment equal to the value of one common share on the applicable distribution date and becomes payable following a director’s separation from service as a member of the board. Should cash dividends or distributions be paid on shares during the period when DSUs are outstanding and prior to payment or settlement, each DSU account will be credited with additional DSUs. The additional DSUs to be credited will be calculated by dividing (1) the aggregate dividends or distributions that would have been paid to the director if the director held the shares underlying the DSUs by (2) the fair market value of one Stillwater common share on the date which the dividends or distributions were paid.

2016 DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash(1) ($)		DSU Awards(2) ($)		Option Awards(3) ($)		All Other Compensation ($)		Total ($)
George M. Bee		97,325		80,000		—		—		175,200
Lawrence Peter O’Hagan		105,697		80,000		—		—		183,572
Michael J. McMullen		—		—		—		—		—
Patrice E. Merrin		107,950		80,000		—		—		185,825
Michael S. Parrett		111,350		80,000		—		—		191,350
Brian D. Schweitzer		154,350		80,000		—		—		232,225
Gary A. Sugar		116,154		80,000		—		—		194,029

(1) Amounts include fees deferred in the form of DSUs under the DSU Plan.

(2) Value is based on the closing price of the Company’s common shares on the grant date.

(3) At December 31, 2016, there were no option awards outstanding for any non-employee director.

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COMPENSATION DISCUSSION AND ANALYSIS

This compensation discussion and analysis describes the philosophy, analysis, elements and decisions we made and implemented in 2016 to align our compensation practices with our stated corporate goals. It further describes our 2016 executive compensation for our named executive officers (“NEOs”), who were:

• Michael J. McMullen, President and Chief Executive Officer

• Christopher M. Bateman, Chief Financial Officer

• Brent R. Wadman, Vice President, Legal Affairs and Corporate Secretary

• Kristen K. Koss, Vice President, Human Resources and Safety

• Dee L. Bray, Vice President, Mine Operations

Details regarding the background and qualifications of each of our NEOs will be included in our Annual Report on Form 10-K for the year ended December 31, 2016.

Company Performance for 2016

Highlights of the Company’s operating performance for 2016 include:

• consolidated net income attributable to common shareholders of $[    ] million, or $[    ] per diluted share.

• cash and cash equivalents plus highly liquid investments of $[    ] million at year end.

• further reduction in all-in sustaining cost (“AISC”), which averaged $[    ]/ounce for the year.

• production of [    ] PGM ounces, [    ]% higher than 2015.

• processing of [    ] ounces of recycled palladium, platinum and rhodium.

For an explanation of AISC (a non-GAAP financial measure) and a reconciliation of AISC to consolidated costs of revenues (the most directly comparable GAAP financial measure), as well as other non-GAAP financial measures used by management, see Item 6 of our Annual Report on Form 10-K for the year ending December 31, 2015.

Summary of 2016 Compensation Decisions

The above highlights and other financial and operational outcomes were key to determining overall compensation for our Chief Executive Officer and other NEOs in 2016, summarized below. A substantial portion of the compensation of these individuals is based on performance goals and is not fixed, thus ensuring better alignment with the Company’s strategic objectives. NEO compensation outcomes for 2016 included the following:

• In 2016, the Compensation Committee reviewed a market analysis. The market analysis indicated that the base salaries of our NEOs were generally at or below the 50th percentile. The Compensation Committee determined that, while this rate of pay remains competitive for the market in which we compete for executive talent, there should be some salary increases for our NEOs other than our CEO in 2016.

• The Compensation Committee reviewed target short-term and long-term incentive payout percentages. No changes were made to the percentages for the NEOs except for the Vice President, Mine Operations, who was promoted to a position with a short-term incentive target of 40%.

• Annual cash incentive target awards are generally structured to deliver pay that is consistent with market median levels for achievement of target performance on short-term objectives designed to drive operational and financial performance. During 2016, safety, mine production, mine costs, recycling operations, financing and business development were the key metrics for our NEOs’ annual cash incentive awards. The Company’s performance with respect to each of these metrics resulted in annual incentive payouts ranging between [    ]% and [    ]% of target levels; and

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• Long-term awards are granted 50% in the form PSUs and 50% in RSUs. PSUs granted in 2016 vest contingent on the results of measured performance over a three-year period ending December 31, 2018 as to strategic objectives tied to Total Shareholder Return (“TSR”), Net Book Value per Share and Free Cash Flow. See “The Merger Agreement — Treatment of Equity Awards” for a discussion of the effect of the merger on PSUs, RSUs and other equity awards.

Consideration of our 2016 Advisory Vote on Executive Compensation

In its compensation review process, the Compensation Committee considers whether our executive compensation and benefits program serves the interests of our shareholders. In that respect, as part of its on-going review of our executive compensation program, the Compensation Committee considered the approval by 99% of the votes cast for the Company’s “say on pay” vote at our 2016 annual meeting of Shareholders.

Summary of the 2016 Executive Compensation Program

For 2016, we maintained our compensation programs to continue to align our compensation practices with the Company’s short-term and long-term goals and taking into account our industry characteristics, (e.g., commodity-priced mining product, capital intensive and long-term assets), current operational situation and strategic alternatives as determined by our management team. Accordingly, for the 2016 incentive programs, we maintained our focus on financial performance measures and TSR, a strong emphasis on key operational drivers of shareholder value (e.g., production and cost), and other strategic measures key to driving the long-term success of the Company.

Pay Design Element	Stillwater Mining Company Compensation Program
Pay Positioning	Total direct compensation (salary + annual incentive + long term incentive) targeted at median (50th percentile)
Peer Groups and Survey Sources	•    For pay purposes, Compensation Peer Group remains unchanged from 2015 •    For stock price / TSR performance purposes, Performance Peer Group somewhat overlaps the Compensation Peer Group, reducing proportion of gold producers and adding PGM and recycling producers •    PGM and recycling companies are too large and / or non-U.S. / Canada domiciled; therefore not appropriate as Compensation Peer Group
Long-Term Incentive (“LTI”) Mix	•    Two LTI programs: §       PSUs measured by three-year performance §        Time-vesting RSUs (provides tangible value in volatile industry) •    Weighted 50-50 between PSUs and RSUs
Incentive Plans Payout Leverage	•    Annual short-term incentive payouts: §       Threshold of 50% and maximum of 200% §        Performance below threshold results in 0% payout §        For CEO only, amount of payout >114% of Base Pay delivered in time-vesting RSUs with additional three-year ratable vesting. The number of RSUs is based on the volume-weighted average trading price (“VWAP”) of Stillwater’s common shares for the 60 trading days preceding December 31, 2016.

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Pay Design Element	Stillwater Mining Company Compensation Program
	•    PSUs payouts: §       Threshold performance results in 25% of target payout §        Maximum performance results in 175% of target payout §        Performance below threshold results in 0% payout
Annual Short-Term Incentive (“STI”) Performance Measures	Key annual scorecard metrics: •    Social license •    Mine performance •    Total costs •    Metallurgical complex-recycling •    Financial metrics •    Technology/IT systems •    Strategic initiatives •    Individual performance
LTI Performance Measures for PSUs	PSUs three-year scorecard measures focus on ties to shareholder outcomes, financial measures and long-term strategic measures and are separate and distinct from annual measures: •    40% TSR measured three ways (relative to performance peers, absolute growth and relative to the changes in PGM prices) •    40% net book value per share (split 50-50 to absolute performance and performance normalized for metal prices) •    20% free cash flow (split 50-50 to absolute performance and performance normalized for metal prices)
Risk Mitigators	•    Mix of production, development and capital measures for incentive plans •    Ownership guidelines that reflect peer practices •    Claw-back policy consistent with SEC guidelines •    Anti-hedging policy remains in place
Change in Control (“CIC”)	All NEOs have severance multiple of 2x salary and annual incentive subject to double triggers on equity grants and cash severance

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Elements of 2016 Total Compensation

Consistent with the prior year, we utilized three main components established during 2016 for the compensation to our named executive officers for the year ended December 31, 2016.

Element	Objective	Key Features & Terms
Base Salary	Provide our NEOs with a fixed rate of pay for performing day-to-day responsibilities and compensate them competitively based on their role in the Company.	•    Reviewed annually as part of the overall market assessment to ensure competitive positioning relative to the market •    Base salary is generally set in the first quarter of each year for that calendar year •    Paid to NEOs on a semi-monthly basis
Annual Bonus	Reward NEOs’ achievement of yearly financial and operational objectives that align with longer term strategies	•    Cash payment determined by the Compensation Committee and awarded to the NEO in the first quarter of the year following the performance year •    CEO STI award in excess of 114% of base salary paid in RSUs (determined by prior 60-day VWAP as of December 31, 2016) •    Target award opportunities expressed as a percentage of base salary
Long-Term Incentive	Provide long-term incentive based on achieving specific pre- determined performance goals that support the Company’s strategic objectives and to align executives’ interests with those of shareholders	•    Equity-based performance awards determined by the Compensation Committee and awarded to the NEO in the first quarter of the year •    Target award expressed as a percentage of base salary and calculated using the 60-day VWAP as of December 31, 2016 •    Time-vesting RSUs vest ratably over a three-year period •    PSUs vest at the end of the three-year performance period

Compensation and Performance Pay Reflective of Position and Responsibility

The Company believes that compensation and accountability should generally grow with advances in position and increased responsibilities. Consistent with this philosophy, total target compensation is higher for individuals with greater responsibility and greater ability to influence the Company’s achievement of targeted results and strategic initiatives. In addition, as an executive advances and responsibilities are expanded, a greater portion of the NEOs’ total compensation is performance-based pay contingent on the achievement of performance objectives. Finally, equity-based compensation is higher for NEOs with higher levels of responsibility, making a significant portion of their total compensation dependent on long-term stock appreciation. It should also be noted that the Long-Term Incentive Plan (the “LTI Plan”) has a cap and a floor as to potential payouts, the former of which discourages unnecessary risk-taking that may adversely affect the Company’s sustainability. The compensation package of our

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CEO has the largest portion of pay at risk, with 77% of his targeted total direct compensation based on performance of the Company. Other NEOs range from 41% to 68% of targeted total direct compensation at risk for the 2016 performance year.

Compensation Decisions that Promote the Interests of Shareholders

The Company believes that compensation should focus management on achieving strong short-term (annual) performance in a manner that supports and ensures the Company’s long-term success and profitability. The Annual Bonus Program creates incentives for meeting annual performance targets, while equity grants from our LTI Plan encourage the achievement of longer-term objectives and promote retention. Time-vesting RSUs vest in thirds over a three year period. PSU grants create long-term incentives that align the interest of management with our shareholders and cliff-vest at the end of a three year period.

Compensation Should be Reasonable and Responsible

The Company believes that compensation should be set at responsible levels. Our executive compensation programs are intended to be consistent with the Company’s primary focus on the safety of our employees, production, controlling costs, improving the state of development at the mines, maximizing outcomes for our shareholders, continuing to grow the recycling business and Company growth.

Compensation Structure

Pay Positioning Philosophy, Peer Group and Market Data

The Company benchmarks compensation levels against similar companies, both in terms of compensation practices as well as levels of compensation. This allows the Company to determine if compensation levels are competitive in the marketplace for our talent, as well as to ensure that our compensation levels are reasonable.

The Compensation Committee reviews compensation levels for the NEOs against compensation levels reported for similar positions by companies included in the “Compensation Peer Group.” The Compensation Peer Group was developed by the Compensation Committee in 2014 and reviewed by the Compensation Committee’s independent executive compensation consultant at the time, Farient Advisors, who did no other work with the Company. In the fourth quarter of 2014, the Compensation Committee conducted an analysis of the Compensation Peer Group, reviewed the criteria that were appropriate to be used in selecting a peer group and proposed to continue utilizing the Peer Group of 15 companies, reflecting input from the Compensation Committee and the Company’s executive management.

The Compensation Committee has adopted an approach to positioning overall target pay generally at the 50th percentile of competitive levels, with individual variation that reflects incumbent experience and responsibilities in the role. Competitive pay levels were benchmarked in comparison to the revised Compensation Peer Group established in the fourth quarter of 2014 and market surveys of executive compensation. The Compensation Peer Group reflects as closely as possible our relevant industry, business model and size, and the data from the compensation surveys is selected to be representative of our size.

In connection with the determination of the Compensation Peer Group in 2014, the Compensation Committee considered:

• whether the potential peer companies had a GICS sub-industry classification of “Metals & Mining” (to include all potential companies with recycling operations) with revenue approximately between $200 million and $2 billion (approximately 0.3x to 2.7x the Company’s projected 2015 revenue);

• the market cap of the potential peer companies (qualitative assessment);

• whether the potential peer companies were U.S.- or Canadian-domiciled company (one company was domiciled in Australia);

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• similar a business model, given the scarcity of PGM producing companies outside of South Africa and Russia;

• whether the potential peer companies were currently operating at least one mine or recycling facility;

• whether the potential peer companies had underground mining operations, where possible; and

• whether the potential peer companies were harvesting metals for industrial end users.

This assessment resulted in the revised Compensation Peer Group listed below with revenue ranging from $219 million to $1.9 billion, with one outlier at $6.3 billion, with median revenue of approximately $675 million (based on latest available fiscal year end revenue through June 30, 2016), a figure lower than the Company’s 2016 revenue. The revised Compensation Peer Group included the following companies:

Compensation Peer Group Used for 2016 Pay Decisions

Agnico Eagle Mines Ltd	Hecla Mining Co
Alamos Gold, Inc.	HudBay Minerals, Inc.
B2Gold Corp	IAMGOLD Corp
Capstone Mining Corp	New Gold, Inc
Coeur Mining, Inc.	Pan American Silver Corp
Compass Minerals International Inc.	Sims Metal Management Limited
Eldorado Gold Corp	Thompson Creek Metals Co
First Majestic Silver Corp

In addition to the Compensation Peer Group, data from the Hay/Korn Ferry Global Mining Compensation Survey and the Mercer Mining Survey were used to benchmark 2016 pay for NEOs. The Compensation Peer Group, along with survey data, was used to benchmark 2016 pay for our CEO and CFO, as well as the Vice President, Legal Affairs and Corporate Secretary, Vice President, Human Resources and Safety and Vice President, Mine Operations. Peer data was weighted more heavily than survey data, where available, because the Compensation Peer Group’s composition was based on the Compensation Committee’s approved selection criteria, and there was greater control over analysis considerations for the Compensation Peer Group data than for the survey data. Survey data alone was used for NEOs whose positions were not well represented among the NEOs of the Compensation Peer Group.

As the primary source used last year, data from the 2015 Hay Global Mining Compensation Survey was used to benchmark 2016 pay for the NEOs. As a result of this benchmarking, the general mining industry economic environment and a review of NEO performance in 2016, the Compensation Committee approved increases in base salaries for each of Messrs. Bateman and Bray. The Compensation Committee did not recommend increases in base salaries or target STI percentages for any of the other NEOs.

2015 and 2016 Performance Peer Group

For purposes of assessing TSR performance in comparison to peers, the Company has established a Performance Peer Group to be a better fit with the Company’s business characteristics (a PGM producer with smelting and recycling operations). The Performance Peer Group has ten of the same companies as the Compensation Peer Group, plus four other companies that are PGM producers and / or have recycling operations. These four other companies were considered to be too large and / or non-U.S. / Canada domiciled to be an appropriate fit as members of the Compensation Peer Group. The other seven companies were removed to reduce the proportion of gold producers. This is important because PGM prices can move quite differently from gold prices, and thus distort relative TSR performance. Because of this factor, TSR measures also include absolute price performance and performance relative to PGM prices. The resulting composition of the Performance Peer Group reflects a more balanced exposure to various metals. The Performance Peer Group is shown below.

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Performance Peer Group for PSUs

Allied Nevada Gold Corp	IAMGOLD Corp
Capstone Mining Corp	Impala Platinum Holdings Ltd
Coeur Mining, Inc.	Johnson Matthey plc
Compass Minerals International Inc.	Pan American Silver Corp
First Majestic Silver Corp	Thompson Creek Metals Co
Hecla Mining Co	Umicore S.A.
HudBay Minerals, Inc.	Yamana Gold, Inc.

Pay Mix

By following a portfolio approach, we provide each executive a base level of compensation, while motivating the executive to focus on the business metrics that will produce a high level of performance and long-term value creation for the Company and the executive, as well as reducing the risk of loss of executive talent. The mix of metrics normally targeted for the short-term and long-term plans likewise provides an appropriate balance between short-term financial and operational performance and long-term financial performance and shareholder return.

For NEOs with greater levels of responsibility and thus greater ability to influence Company performance, the mix of compensation is weighted at target towards at-risk pay (annual incentives and long-term incentives). This pay mix fundamentally results in a pay-for-performance orientation for our executives, consistent with our compensation philosophy. We place great emphasis on variable performance-based compensation through our Short-Term Incentive Plan (“STI Plan”) and PSU grants. In addition, long-term incentives, and particularly equity compensation, provide a very important motivational and retentive aspect to the compensation package of our key executives. The charts below show the breakdown between each element of compensation and fixed pay vs. performance-based pay at target for each NEO for fiscal year 2016:

		Percentage of Total Compensation at Target									Percentage of Fixed and Performance Based Pay at Target
Name	Title	Base Salary			Annual Bonus			Long-Term Awards			Fixed			Performance Based
Michael J. McMullen	Chief Executive Officer		23	%		24	%		53	%		23	%		77	%
Christopher M. Bateman	Chief Financial Officer		32	%		17	%		51	%		32	%		68	%
Brent R. Wadman	Vice President, Legal Affairs and Corporate Secretary		50	%		20	%		30	%		50	%		50	%
Kristen K. Koss	Vice President, Human Resources and Safety		49	%		27	%		24	%		49	%		51	%
Dee L. Bray	Vice President, Mine Operations		53	%		21	%		26	%		53	%		47	%

Pay Elements — Overview

We utilize three main components of compensation:

• Base Salary — fixed pay that takes into account an individual’s role and responsibilities, experience, expertise and individual performance.

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• Annual Bonus — variable cash compensation that is designed to reward attainment of annual business goals, with target award opportunities generally expressed as a percentage of base salary.

• Long-Term Incentive Compensation — stock-based awards including PSUs that only vest if certain pre-determined Company performance objectives have been achieved.

In addition, the NEOs participate in employee benefit plans generally available to all employees on the same terms as similarly situated employees, including life insurance. The Company does not provide any other retirement benefits to our NEOs, other than eligibility to participate in our 401(k) Plan and the 409A Non-Qualified Deferred Compensation Plan. The Company provides a match of up to 8% of the officers’ contributions into the 401(k) Plan (in the form of cash) and 409A Deferred Compensation Plan, with the combined match not to exceed the lesser of 8% of the executive’s compensation or the executive’s contribution percentage.

Pay Elements — Details

Base Salary. In determining base salaries, the Compensation Committee considers the executive’s qualifications and experience, scope of responsibilities within the organization and future potential, the goals and objectives established for the executive, the executive’s past performance, competitive salary practices at companies in the Compensation Peer Group (as discussed in “— Pay Positioning Philosophy, Peer Group and Market Data”), internal pay equity and the tax deductibility of base salary. Base salaries for new executives are determined by

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individual experience and performance, as well as planned responsibilities within the Company. The table below outlines our NEOs base salaries for 2016 and 2017.

		2016		2017
Name	Title	Base Salary ($)		Base Salary ($)		Percentage Increase
Michael J. McMullen	Chief Executive Officer		712,000		712,000		0.0	%
Christopher M. Bateman	Chief Financial Officer		385,000		423,500		10.0	%
Brent R. Wadman	Vice President, Legal Affairs and Corporate Secretary		235,000		235,000		0.0	%
Kristen K. Koss	Vice President, Human Resources and Safety		230,000		230,000		0.0	%
Dee L. Bray	Vice President, Mine Operations		200,000		210,000		5.0	%

The Compensation Committee seeks to align our NEOs’ base salaries at approximately the median for our Compensation Peer Group. Base salaries are reviewed by the Compensation Committee annually. Adjustments to base salary are reviewed annually based on individual performance or when substantive changes occur in the responsibilities of an executive.

Annual Bonus Program. Annual cash bonuses are paid pursuant to our STI Plan and are set each year relative to our annual business plan. For 2016, the total annual bonus was based upon a quantitative formula, with 8% based on the Compensation Committee’s discretionary evaluation of individual and group performance. For 2016, each NEO had a threshold, target (the median) and maximum annual bonus opportunity, expressed as a percentage of year-end salary (with linear interpolation between opportunity percentages) as follows:

Name	Executive Officer	Bonus at Threshold Performance Level ($)		Bonus at Target Performance Level ($)		Bonus at Maximum Performance Level ($)
Michael J. McMullen	Chief Executive Officer		373,800		747,600		1,495,200
Christopher M. Bateman	Chief Financial Officer		116,463		232,925		465,850
Brent R. Wadman	Vice President, Legal and Corporate Secretary		47,000		94,000		188,000
Kristen K. Koss	Vice President, Human Resources and Safety		63,250		126,500		253,000
Dee L. Bray	Vice President, Mine Operations		42,000		84,000		168,000

Performance targets are established at the beginning of each year. Each target has a minimum threshold, target and maximum goal, with a potential funding of between 0% and 100% of the maximum annual bonus amount. At minimum threshold performance, the annual bonus will be funded at 25% of the maximum performance level, with zero funding for performance below threshold. If performance is at the target level, the annual bonus will be funded at 50% of the maximum award.

In addition, the annual incentive has a feature for the CEO only that fosters a stronger tie to shareholder outcomes for performance above target. For the CEO, if actual annual performance resulted in a payout above 114% of the CEO’s base pay, the amount up to 114% would be paid in cash and the amount above 114% would be paid in time-vesting RSUs that vest ratably over three years. The number of RSUs is based on the VWAP of Stillwater’s common shares for the 60 trading days preceding December 31, 2016. This equity payout for part of the award is intended to ensure that any high annual incentive payouts to the CEO are linked to sustained performance and tied more directly to shareholder outcomes. For all other NEOs, annual incentive awards are paid in cash.

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For 2016, the performance measures underlying the annual bonus included the following:

	Target Weighting as Percentage of Total Annual Bonus
Safety & Environmental		10.0	%
Mine Performance		29.5	%
Total Costs		17.0	%
Metallurgical Complex		13.0	%
Financial Metrics		10.0	%
Technology/IT Systems		2.5	%
Strategic Initiatives		10.0	%
Subtotal		92.0	%
Individual Performance		8.0	%
Total		100.0	%

While the bonus award is based upon these measures, the achievement of these goals does not result in automatic payment, and instead provides context for the committee to make a determination on payouts.

For 2016, the Compensation Committee utilized a “performance scorecard” with performance standards that relate to the Company’s annual business plan and current strategic priorities in order to determine payouts of annual bonuses under the STI Plan. The achievement of those target goals will benefit the business and its shareholders. Achievement of the goals is subject to both management performance and external economic factors. The results for NEOs for 2016 are as follows:

2016 Performance Review

	Payout as Percentage of Total Annual Bonus
Safety & Environmental		%
Mine Performance		%
Total Costs		%
Metallurgical Complex		%
Financial Metrics		%
Technology/IT Systems		%
Strategic Initiatives		%
Individual Performance(1)		%
Total		%

(1) For the targets established for 2016, the management group achieved a result of     % of target performance with respect to the quantitative component of the STI Plan, holding the individual performance modifier at target level. With respect to the individual performance component, the Compensation Committee determines the appropriate annual bonus award, if any, given the levels of performance.

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Actual individual performance scores resulted in a payout for each NEO, as set forth in the table below:

	2016 Short Term Incentive Plan5 Annual Bonus
	2016 Base Salary ($)	Target Bonus (%)		Bonus Payout (%)		Bonus Payout ($)	Value Paid in Cash ($)	Value Earned in Time-Vesting RSUs ($)
Michael J. McMullen			%		%
Christopher M. Bateman			%		%
Brent R. Wadman			%		%
Kristen K. Koss			%		%
Dee L. Bray			%		%

For 2017, the Compensation Committee, in conjunction with management, worked to determine the performance measures for both the annual STI and PSUs. Our objective continues to be focused on strengthening the direct link to shareholder value outcomes and supporting the Company’s long-term business strategy.

Each NEO will have a threshold, target (the median) and maximum annual bonus opportunity, expressed as a percentage of base salary (with linear interpolation between opportunity percentages), remaining unchanged from 2015. For the 2016 annual incentive plan, this resulted in weightings as shown and described below.

Rationale for TSR Measures

* Continued focus on EBITDA to maintain direct tie to shareholder outcomes

* Increased focus on mine production volume

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* Mining cost measure to include total costs in support of business strategy cost control objectives

* Metallurgical complex-recycling measures to emphasize earnings:

• Directly via EBTDA (like EBITDA but including interest income)

• Indirectly through cost control; kept production volume measure

* Short-term strategic measures focus management on initiatives that will drive growth and / or operational efficiency (assessment may be quantitative or discretionary based on guidelines or milestones)

* Individual performance component to provide for some individual performance differentiation, where warranted

* Mine production and cost measures are critical drivers of earnings and within management control (unlike revenue or earnings, which are directly subject to commodity price changes)

* Blitz is a key development project, thus heavily weighted, and delivery of milestones is critical to sustainability

* As with mine production, metallurgical complex-recycling production measure is critical driver of earnings when coupled with cost controls

* Safety and environmental measures are the cornerstone of Stillwater’s social license, and it is key to long-term operational stability and employee well-being

* Increased attention to advancing technology initiatives to improve and maximize operational efficiency

Long-Term Incentive Compensation. The Compensation Committee sets specific performance objectives under the LTI Plan at the beginning of each fiscal year. The number of PSUs granted with respect to each performance cycle depends on achievement of specific performance factors, which included TSR, Net Book Value per Share, and Free Cash Flow (which we define as cash from operations less capital expenditures to sustain operations, adjusted for changes in recycling working capital).

The LTI award:

• Rewards the executives for achievement of pre-determined business goals, as summarized in the long-term incentive scorecard (“LTI Scorecard”), which is outlined below.

• Aligns the interests of executives with those of our shareholders.

• Retains key executives, assists in compliance with the Company’s requirements for executive stock ownership, and focuses the management team on increasing value for the shareholders.

In determining the target value of PSUs granted to our NEOs, the Compensation Committee takes into account each individual’s:

(1) market competitive award levels for the position;

(2) scope of responsibility;

(3) ability to affect profits and shareholder value;

(4) historic and recent performance; and

(5) the value of PSU grants in relation to other elements of total compensation.

We are continuing the structure of our long-term incentives with PSUs that vest based on prospective three year performance. The PSUs are intended to be annual grants, generally granted in the first quarter of our fiscal year. The performance period for the PSUs is three years, after which the shares vest based on results, and a new performance cycle will start each year. Performance measures and goals are set at the beginning of the performance period, and the number of units vesting is based on achievement of those performance goals.

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We also provide a time-vesting RSU component as part of the total LTI mix for our NEOs. Like the PSUs, the RSUs are annual grants, generally granted in the first quarter of our fiscal year. The RSUs vest ratably over three years.

The PSUs are intended to create a direct link to shareholder value outcomes and to reward management for long-term value creation. The RSUs are intended to provide a tangible value in a volatile industry where management has little control over the pricing of its commodity product.

The 2016 LTI mix and vesting time horizon are consistent with typical peer practices, as most peers use a “portfolio approach” to LTI vehicles. The proportion of PSUs is aligned with the overall responsibility and ability to influence performance outcomes, with the largest proportion for the CEO. The following table summarizes the LTI mix:

2016 Long-Term Incentive Mix

Long-Term Incentive Vehicle	Time Horizon	Percentage
PSUs — Prospective Three Year Performance	3-year prospective performance period, cliff vesting		50	%
Time-Vesting RSUs	3-year ratable vesting		50	%

For 2016, target PSU values for each of our NEOs ranged from 25% to 115% of annual base salary, as follows:

	Target PSU Value Percentage of Base Salary
Named Executive Officer	2016
Michael J. McMullen		115	%
Christopher M. Bateman		80	%
Brent R. Wadman		30	%
Kristen K. Koss		25	%
Dee L. Bray		25	%

The 2016 PSU awards have threshold, target and maximum performance and payout opportunities. Threshold achievement of performance goals will yield 25% of the target opportunity, while maximum achievement of performance goals will yield 175% of the target opportunity. The number of PSUs is interpolated for achievement between threshold and target levels and between target and maximum award levels. The value of the PSU awards is determined by multiplying the base salary by the target value percentage and the number of PSUs awarded is calculated by dividing the dollar value by the 60-day VWAP of the Company’s common stock as of December 31, 2016.

2016 PSUs

In early 2016, the Compensation Committee established and communicated to our NEOs the threshold, target and maximum award opportunities for grants of PSUs under the LTI Plan.

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The table below illustrates the approximate threshold, target and maximum value of PSUs that the NEOs can earn based on new performance criteria through 2018:

			PSUs Opportunity for 2016 (Approximate calculation)
Named Executive Officer	2016 Base Salary ($)		Threshold ($)(1)		Target ($)		Maximum ($)(2)
Michael J. McMullen		712,000		204,700		818,800		1,432,900
Christopher M. Bateman		423,000		84,700		338,800		592,900
Brent R. Wadman		235,000		17,625		70,500		123,375
Kristen K. Koss		230,000		14,375		57,500		100,625
Dee L. Bray		210,000		13,125		52,500		91,875

(1) Threshold value represents 25% of target value. These calculations do not include subsequent vesting of time-based incentive awards.

(2) Maximum value represents 175% of target value. These calculations do not include subsequent vesting of time-based incentive awards.

For the 2016 PSUs, the number of shares earned are determined based on Free Cash Flow, Net Book Value per Share and TSR performance. The Free Cash Flow and Net Book Value per Share metrics are divided into two measures, one based on the actual realized price per ounce sold and the other normalized. The TSR measure is divided into three components — comparison to the Performance Peer Group, comparison to an absolute growth goal, and comparison to the change in PGM prices. The starting stock price and ending stock price for TSR performance measurement uses a 90-trading day VWAP. The starting and ending PGM price also uses a 90-trading day VWAP. The financial measures are free cash flow and net book value per share, both of which are different from the annual incentive financial measure.

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Rationale for Measures

The Company’s compensation measures place an emphasis on TSR to strengthen the pay and performance alignment as well direct ties to shareholder outcomes. There are three ways to measure TSR provide a holistic assessment of Stillwater stock price performance.

• TSR:

• TSR vs. the Performance Peer Group measures how well the Company’s stock performs in comparison to other mining and smelting / recycling companies facing a similar economic environment and industry cycles.

• Absolute TSR captures performance with respect to value returned directly to the Company’s shareholders.

• TSR vs. PGM price changes measures how well the Company performs relative to changes in PGM prices, since its earnings are heavily influenced by PGM prices, and its stock price is correlated to PGM prices.

• Free cash flow supports mine development and Company growth as well as shareholder returns.

• Net book value per share measures the impact of sustained earnings over time and investment decisions.

For 2017, the board of directors assigned target LTI values to the PSUs and RSUs awarded to the NEOs. The number of shares granted was determined by dividing the grant date fair value by the 60-trading day VWAP as of December 31, 2016.

These 2017 grant amounts are not reflected in the Summary Compensation Table as they did not have a grant date fair value for fiscal year 2016. The threshold, target and maximum values of the PSUs that could have been earned with respect to 2016 performance are disclosed in the “2016 Grant of Plan Based Awards Table” below.

Impact of Tax and Accounting

Section 162(m) of the Code generally disallows a tax deduction to public corporations for non-qualifying compensation in excess of $1.0 million paid to the Company’s CEO and next three highest paid executives (other than the CFO). We review compensation plans in light of applicable tax provisions, including Section 162(m), and may revise compensation plans from time to time to maximize deductibility. However, we may approve compensation that does not qualify for deductibility when we deem it necessary to preserve needed flexibility in recognizing and rewarding desired performance and when it is in the best interests of the Company to do so. Our 2012 Equity Incentive Plan permits grants of stock options, restricted stock (time- or performance-based), restricted stock units and stock appreciation rights that may qualify for the performance based exception of Section 162(m), subject to other requirements.

As a general matter, we always take into account the various tax and accounting implications of compensation vehicles employed by the Company. When determining amounts of LTI grants to executives and employees, the Compensation Committee examines the accounting cost associated with the grants. Under FASB ASC Topic 718, grants of stock options, restricted stock (time-based or performance-based), restricted stock units and other share-based payments result in an accounting charge for the Company. The accounting charge is equal to the fair value of the instruments being issued. For PSUs (our predominant instruments for executives), the value (per PSU) is determined on the date of grant using a Monte Carlo simulation valuation model times the number of shares or units granted. This expense is amortized over the requisite service period, or performance period of the instruments.

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Stock Ownership Guidelines

Independent Director Guidelines

In February 2013, the board adopted stock ownership guidelines for directors. These guidelines provide that, on or before December 31, 2017, all directors are required to acquire (and thereafter maintain ownership of) a minimum number of common shares with a value equal to two times the annual base cash retainer in place. In 2014, these guidelines were amended to allow for the inclusion of DSUs in the calculation of minimum ownership requirements.

In addition, within five years of their respective appointments, all newly-appointed directors are required to acquire (and thereafter maintain ownership of) a minimum number of common shares (or DSU equivalent) with a value equal to two times the annual base cash retainer payable to the independent directors.

Named Executive Officers

Stock ownership guidelines for the NEOs and officers are described in the table below:

Executive Stock Ownership Guidelines
Executive	Salary Multiple
Chief Executive Officer		3 times base salary
Chief Financial Officer		1 times base salary
Vice Presidents of the Company		1 times base salary

Current executives and newly appointed officers in any of the above positions have five years to acquire the ownership required by the guidelines. In the event of an increase in an executive’s base salary, he or she will have one year from the time of the increase to acquire any additional shares needed to meet these guidelines. Shares counting toward the guidelines include:

• Shares owned jointly with, or separately, by the executive’s immediate family members;

• Shares held in trust for the executive or immediate family member;

• Shares held through any Company-sponsored plan such as an employee stock purchase plan, a qualified retirement plan and / or a supplemental executive retirement plan; and

• 50% of unvested RSUs (after deduction of applicable federal and state taxes).

The stock price used to determine compliance with the ownership guidelines is either the greater of the then current market price or the closing price of a Stillwater common share on the acquisition date.

As of January 20, 2017, all NEOs were in compliance with this policy.

Pledging and Hedging Policy

The Company prohibits employees or directors from holding Company securities in a margin account or pledging Company securities as collateral for a loan. An exception exists if an executive requests prior approval from the Company to pledge securities as collateral for a loan (but not for margin accounts) and the executive can demonstrate the financial capacity to repay the loan without resorting to the pledged securities. Currently, no executives have any Company securities pledged for such a loan.

We do not believe our employees, executive officers or directors should speculate or hedge their interests in the Company’s common stock. We therefore prohibit all employees from making short sales of common stock and from investing in Company-based derivative securities such as put or call option contracts, straddles, and similar securities.

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Claw-Back Policy

The Company adopted a claw-back policy. Under the policy, in the event that the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement, the Company may recover from any current or former NEO of the Company the amount of certain incentive-based compensation in excess of what would have been paid or granted to that NEO under the circumstances reflected by the accounting restatement. This policy applies to any incentive based compensation paid to a NEO within the three-year period preceding the date of the restatement.

Timing and Pricing of Equity Grants

The Company has adopted a program wherein equity awards are granted with the following provisions relating to the timing of such grants:

• the grant date for all RSU inducement grants is the date an officer becomes an employee;

• the grant date for all PSU and other equity award grants is determined by the Compensation Committee; and

• executives do not have any role in selecting the grant date.

We have utilized a 60-trading day volume weighted price averaging formula in determining annual equity grants of PSUs and RSUs since 2014. The ending date of the 60-trading day VWAP is December 31. This formula and the above timing and pricing considerations are subject to change given the adjustments to our executive compensation programs going forward.

Consideration of Prior Amounts Realized

In accordance with the Company’s philosophy of rewarding executives for future superior performance, prior stock compensation gains are not considered in setting future compensation levels.

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COMPENSATION COMMITTEE REPORT

The Compensation Committee of the board of directors of Stillwater Mining Company has reviewed and discussed with the Company’s management the section captioned “Compensation Discussion and Analysis” to be included in the Company’s 2017 annual meeting proxy statement. Based on the review and discussion referred to above, the Compensation Committee has recommended to the Company’s board of directors, and the board of directors has approved, such section to be included in this proxy statement.

Lawrence Peter O’Hagan, Chairman

Patrice E. Merrin

Gary A. Sugar

This Compensation Committee Report is not deemed to be soliciting material and is not filed or incorporated by reference into any other filing by the Company with the SEC.

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SUMMARY COMPENSATION TABLE

The following table sets forth the compensation, in dollars, earned by or awarded to each of our NEOs during 2016, 2015 and 2014.

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)			STI (RSUs) Earned Above 114% of Base ($)		Stock Awards ($)(3)(5)			Non-Equity Incentive  Plan Compensation ($)(2)			All Other Comp ($)(6)		Total ($)
Michael J. McMullen		2016		712,000		[	]				[	]		[	]		189,302		[	]
President / Chief Executive Officer		2015		712,000		—			29,370		1,771,550			811,680			276,641		3,601,241
		2014		660,000		—			130,667		2,058,195			883,063			72,239		3,804,164
Christopher M. Bateman(4)		2016		388,209		[	]		—		[	]		[	]		74,572		[	]
Chief Financial Officer		2015		385,000		—			—		721,916			223,396			278,128		1,608,440
		2014		32,083		—			—		—			24,852			1,616		58,551
Brent R. Wadman		2016		235,000		[	]		—		[	]		[	]		37,841		[	]
Vice President, Legal Affairs and Corporate Secretary		2015 2014		235,000 225,000		—   —			—   —		151,949 120,922			100,110 95,076			91,440 24,847		578,499 465,845
Kristen K. Koss		2016		230,000		[	]		—		[	]		[	]		46,795		[	]
Vice President, Human Resources and Safety		2015		230,000		—			—		123,923			137,253			40,880		532,056
		2014		225,000		—			—		120,922			95,067			32,431		473,420
Dee L. Bray(4)		2016		200,834		130,000			—		[	]		[	]		35,076		[	]
Vice President, Mine Operations		2015		200,000		—			—		107,756			83,600			23,727		415,083
		2014		178,000		—			—		58,703			84,504			23,126		344,333

(1) Amounts include non-qualified plan deferrals listed in the “Non-qualified Deferred Compensation” table later in this report.

(2) Reflects amounts payable pursuant to our STI Plan, as discussed more fully in the “Compensation Discussion and Analysis.” The amounts reflected in the “Bonus” column represent discretionary payments while the “Non-Equity Incentive Plan Compensation” column represent payments pursuant to the formula-based portion.

(3) Represents the grant date fair value of PSUs awarded to each NEO, computed in accordance with Financial Accounting Standards board (FASB) Accounting Standards Codification (ASC) Stock Compensation (Topic 718). The assumptions used in the valuation of awards made in 2014, 2015 and 2016 are detailed in our quarterly reports on Form 10-Q and our Annual Reports on Form 10-K filed in 2014, 2015 and 2016, respectively.

(4) Messrs. Bateman’s and Bray’s 2016 salary has been prorated to reflect an increase to $423,500 and $210,000, respectively, as of December 9, 2016.

(5) Also included is the portion of the STI earned for 2014 performance but paid in RSUs in March 2015 and the portion of the STI earned for 2015 performance but paid in RSUs in March 2016.

(6) The amounts in the “All Other Compensation” column are detailed below:

	Excess Life Insurance Premium ($)		401(k) Match ($)		409A Match ($)		Total ($)
Michael J. McMullen		2,473		21,200		165,269		189,302
Christopher M. Bateman		2,005		21,200		51,367		74,572
Brent R. Wadman		504		18,000		19,337		37,841
Kristen K. Koss		3,247		21,200		22,348		46,795
Dee L. Bray		971		21,200		12,905		35,076

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2016 GRANTS OF PLAN-BASED AWARDS

The following table sets forth the grants of plan-based awards made in 2016 to each of our NEOs.

	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Possible Payouts Under Equity Incentive Plan Awards(2)								All Other Stock Awards: Number of Shares of Stock or Units(4)		Grant Date Fair Value of Stock Awards ($)(5)
Name	Threshold ($)		Target ($)		Maximum ($)		Grant Date		Threshold (#)		Target (#)(3)		Maximum (#)
Michael J. McMullen		373,800		747,600		1,495,200		3/22/2016		43,140		86,280		150,990		86,280		1,909,154
2016 STI Award(6)		—		—		—		3/22/2016		—		—		—		3,094		33,044
Christopher M. Bateman		116,463		232,925		465,850		3/22/2016		16,228		32,455		56,796		32,455		718,146
Brent R. Wadman		47,000		94,000		188,000		3/22/2016		3,714		7,428		12,999		7,429		164,373
Kristen K. Koss		63,250		126,500		253,000		3/22/2016		3,030		6,059		10,603		6,059		134,070
Dee L. Bray		42,000		84,000		168,000		3/22/2016		2,634		5,268		9,219		5,269		116,578

(1) Reflects the range of possible payouts under the STI Plan to each NEO.

(2) Represents the range of potential PSUs to be earned under the terms of the LTI Plan by each NEO, as discussed more fully in the “Compensation Discussion and Analysis.” The values represented in these columns reflect values communicated to participants in early 2016 as part of the Company’s incentive award plan. Threshold and maximum amounts shown represent 50% and 175% of the target number of shares granted, respectively.

(3) Represents the number of PSUs granted on March 22, 2016 under the terms of the LTI Plan.

(4) Represents the number of RSUs granted on March 22, 2016 under the terms of the LTI Plan.

(5) Represents the grant date fair value of PSUs and RSUs granted in 2016 with respect to each NEO’s performance in 2015.

(6) Represents the portion of the CEO’s 2015 STI Plan payment over 114% of base salary payable in RSUs earned in 2015 but granted in 2016. The CEO’s 2016 STI Plan payment over 114% of base salary payable in RSUs was earned in 2016 but granted in 2017, and therefore is not included in this table.

2016 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

The following table sets forth information with respect to the NEOs concerning the number and value of unexercised options and unvested PSUs and RSUs held as of December 31, 2016.

	Option Awards								Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)(1)		Market Value of Shares or Units of Stock That Have Not Vested ($)(1) (2)
Michael J. McMullen		—		—		—		—		245,121		3,948,889
Christopher M. Bateman		—		—		—		—		93,240		1,502,096
Brent R. Wadman		10,000		—		19.05		11/29/2020		22,224		358,029
Kristen K. Koss		—		—		—		—		18,544		298,744
Dee L. Bray		—		—		—		—		15,276		246,096

(1) Excludes common shares that vested on December 31, 2016.

(2) Fair Value is based on the closing Stillwater common stock price of $16.11 as of December 31, 2016.

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2016 OPTION EXERCISES AND STOCK VESTED

The following table sets forth the PSUs and RSUs that vested, and options that were exercised, during 2016 for each of our NEOs.

	Option Awards				Stock Awards
Name	Number of Shares Acquired upon Exercise (#)		Value Realized upon Exercise ($)		Number of Shares Acquired upon Vesting (#)(1)		Gross Release Value Realized upon Vesting ($)(1)(2)
Michael J. McMullen		—		—		83,855		1,350,904
Christopher M. Bateman		—		—		8,393		135,211
Brent R. Wadman		—		—		8,748		123,475
Kristen K. Koss		—		—		8,143		113,729
Dee L. Bray		—		—		6,164		90,671

(1) Includes common shares that vested on December 31, 2016.

(2) Gross release value realized is based on the market value of the underlying shares as of the vesting date.

PENSION BENEFITS

We do not sponsor or maintain a defined benefit pension plan for the benefit of the NEOs.

2016 NON-QUALIFIED DEFERRED COMPENSATION

The following table sets forth the non-qualified deferred compensation paid to the NEOs in 2016.

Named Executive Officer	Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(2)		Aggregate Earnings in Last FY ($)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last FYE ($)
Michael J. McMullen		—		165,629		19,512		—		315,967
Christopher M. Bateman		31,191		51,367		14,061		—		183,077
Brent R. Wadman		7,050		19,337		1,799		—		36,086
Kristen K. Koss		—		22,348		491		—		35,662
Dee L. Bray		24,070		12,905		5,624		—		78,981

(1) Amounts have been previously reported in the “Salary” column of the Summary Compensation Table.

(2) Amounts have been previously reported in the “All Other Compensation” column of the Summary Compensation Table.

In February 2006, the Company adopted the 409A Non-qualified Deferred Compensation Plan, providing each executive officer an opportunity to make pre-tax deferrals to the plan of up to 100% of their cash bonus, and up to 100% of any restricted stock unit awards granted. In August 2015, a benefit plan committee composed of members of the Company’s management voted to discontinue the ability to defer RSUs to the plan, effective as of the beginning of the 2016 plan year. Deferral elections are irrevocable and effective for a full plan year. In addition, the Company will credit the executive officer with “matching” contributions of up to 8% of his or her compensation, offset by any match the officer has received from the Company and contributed to the qualified 401(k) Plan on the executive officer’s behalf. The executive officer’s deferrals are always 100% vested, while the Company’s matching contributions are 100% vested after one year of service. Accounts are credited with earnings or losses equal to certain investment options available through the plan. Contributions may be, as selected by the officer, allocated to certain accounts and distributed upon:

• Retirement

• In-Service account date

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• Separation from service (other than retirement, disability or death)

• Disability or death

• An unforeseeable emergency

The executive officer must elect the distribution method, either lump sum or annual installments, for each account (Retirement and In-Service accounts) at the time the account is first established. All other distributions are made in a lump-sum payment, and changes to the time and form of a payout election may only be made by making a re-deferral election pursuant to Internal Revenue Code 409A (“IRC 409A”).

This plan is intended to comply with IRC 409A and as such, all executive officer and Company contributions remain assets of the Company and subject to creditors, until such time distribution is made to the executive officer.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

The following tables quantify benefits to which each NEO would be entitled under certain termination or change-in-control (“CIC”) events, in each case as if the termination or CIC event occurred on December 31, 2016.

Michael J. McMullen

Executive Benefits and Payments Upon Termination	Voluntary Termination ($)		For Cause Termination ($)		Early Retirement ($)		Normal Retirement ($)		Disability ($)		Death ($)		CIC (no termination) ($)		Termination for Under- performance prior to CIC or more than 24 months after CIC, or Non-Renewal ($)		Termination with Good Reason prior to CIC or more than 24 months after CIC ($)		Involuntary for Good Reason Termination upon or within 24 months after CIC ($)
Severance Payments
Base Salary		—		—		—		—		—		—		—		1,424,000		1,424,000		1,424,000
Short-Term Incentive		—		—		—		—		747,600		747,600		—		1,588,650		1,588,650		1,588,650
Pro-Rata Bonus(1)		—		—		—		—		—		—		—		—		—		—
Value of Unvested Equity Awards and Accelerated Options
Options		—		—		—		—		—		—		—		—		—		—
Restricted Stock Units(2)		—		—		—		—		—		—		—		561,409		2,052,623		2,052,623
Performance Shares		—		—		—		—		2,884,995		2,884,995		—		3,574,012		4,263,028		4,263,028
Value of Perquisites and Benefits
Health & Welfare Benefit Continuation		—		—		—		—		—		—		—		38,186		38,186		38,186
Death Benefit(4)		—		—		—		—		—		1,100,000		—		—		—		—
Relocation Return to Perth, Australia		48,598		48,598		48,598		48,598		48,598		48,598		—		48,598		48,598		48,598
280G Impact
Gross-Up
		48,598		48,598		48,598		48,598		3,681,193		4,781,193		—		7,234,855		9,415,086		9,415,086

(1) Assumes executive was terminated on December 31, 2016, and was fully entitled to 2016 bonus which is reflected in the Summary Compensation Table.

(2) Value is based on the closing price of Stillwater’s common stock of $16.11 as of December 31, 2016.

(3) Amount includes both Company-sponsored and voluntary life and AD&D insurance.

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Christopher M. Bateman

Executive Benefits and Payments Upon Termination	Voluntary Termination ($)		For Cause Termination ($)		Early Retirement ($)		Normal Retirement ($)		Disability ($)		Death ($)		CIC (no termination) ($)		Termination for Under- performance prior to CIC or more than 24 months after CIC, or Non-Renewal ($)		Termination with Good Reason prior to CIC or more than 24 months after CIC ($)		Involuntary for Good Reason Termination upon or within 24 months after CIC ($)
Severance Payments
Base Salary		—		—		—		—		—		—		—		847,000		847,000		847,000
Short-Term Incentive		—		—		—		—		232,925		232,925		—		456,321		456,321		456,321
Pro-Rata Bonus(1)		—		—		—		—		—		—		—		—		—		—
Value of Unvested Equity Awards and Accelerated Options
Options		—		—		—		—		—		—		—		—		—		—
Restricted Stock Units(2)		—		—		—		—		188,841		188,841		—		389,403		869,360		869,360
Performance Shares		—		—		—		—		542,171		542,171		—		808,427		1,074,682		1,074,682
Value of Perquisites and Benefits
Health & Welfare Benefit Continuation		—		—		—		—		—		—		—		38,186		38,186		38,186
Death Benefit(4)		—		—		—		—		—		1,370,000		—		—		—		—
280G Impact
Gross-Up
		—		—		—		—		963,937		2,333,937		—