Cameco : 2022 pdf (5 MB)

Energizing a clean-air world

Notice of

2022 Annual Meeting of Shareholders

on May 10, 2022

2022 Management Proxy Circular

April 6, 2022

About Cameco

Cameco is one of the largest global providers of the uranium fuel needed to energize a clean-air world. Our competitive position is based on our controlling ownership of the world's largest high-grade uranium reserves and low-cost mining operations. Utilities around the world rely on our nuclear fuel products to generate safe, reliable, carbon-free nuclear power.

At Cameco, we are guided by four key values that are at the core of everything we do:

Safety and Environment

People

Integrity

Excellence

As the foundation of our culture, these values, and their aligning value statements, define who we are as a company and provide a framework for how we behave as we work to achieve our purpose. We strive to create an environment at Cameco where our employees live our values every day.

Learn more about Cameco in this management proxy circular, our 2021 annual report, 2021 annual information form, and our 2020 environmental, social and governance (ESG) report. These documents are available on our website(cameco.com).

WHAT'S INSIDE

Message from the Chair of the Board and the CEO1

Notice of our 2022 annual meeting of shareholders 4

Management proxy circular 5

Business of the meeting 6

Delivery of meeting materials 8

Voting 8

About the nominated directors 14

Director profiles 15

2021 Meeting attendance 24

Director compensation and share ownership 24

Governance at Cameco 28

About the board 29

Our corporate governance 44

Key policies and practices 44

How the board operates 44

Our expectations of directors 52

Stakeholder engagement 55

Other information 57

Executive compensation 59

Message from the Chair of Human Resources and Compensation Committee 60

Compensation discussion and analysis 62

Our 2021 named executive officers 63

Compensation governance 64

Compensation decision-making process 67

Our approach to executive compensation 68

Compensation components 71

2021 Performance and compensation decisions 78

CEO compensation summary 89

2022 Compensation decisions 92

2021 Compensation details 93

Summary compensation table 93

Incentive plan awards 95

Equity compensation plan information 97

Pension benefits 98

Loans to executives 100

Termination and change of control 101

Appendices 105

Message from the Chair of the Board and the CEO1

On behalf of the board of directors and management,

we are pleased to invite you to Cameco's annual

meeting of shareholders at 8:30 a.m. (CST) on May 10,

2022.

The attached management proxy circular provides

important information about the business of the meeting,

the voting process, this year's nominated directors, our

corporate governance practices, our approach to

executive compensation, and our 2021 compensation

decisions. Your vote is important, so please remember

to vote your shares.

The board's goal is to deliver long-term value to Cameco's stakeholders. The board pays particularattention to strategy and value creation, ESG and risk oversight, board governance, and management succession - all areas the board sees as fundamental to Cameco's sustainability and future success.

Protecting our people

Looking back on yet another unprecedented year with the challenges created by the COVID-19 pandemic, Cameco's management team continued to take proactive measures to protect the health, safety and well-being of Cameco's workers, their families and communities. The board was fully engaged as management proactively suspended production at Cigar Lake for a second time, retaining all of our employees and continuing to pay them even while production was suspended. We also maintained our COVID-19 safety protocols, stepped up communications with employees, and implemented additional measures to ensure a continued safe working environment for all. This included a new requirement that all employees, contractors, and visitors across all our operations and offices be fully vaccinated. Protecting the health and safety of our workers is consistent with our values.

Under the guidance of provincial re-opening plans, we implemented extensive new screening and protective measures at all our facilities and continued to focus on protecting employees and our neighbouring communities as we restarted production. At our Cigar Lake operation, for example, we implemented a site-wide testing program and made COVID-19 vaccine shots available on site. Registered nurses at Cigar Lake administered the vaccines to employees and contractors on a voluntary basis. We also introduced a hybrid work model for employees working from home that balances time in the office and remote working in accordance with business needs.

Strategic focus

We have a strong and engaged board, keenly focused on Cameco's strategic direction and risk oversight to help the company achieve its vision to energize a clean-air world. The board works closely with management, reviewing and discussing strategy at every regular board meeting. In 2021, the board met eight times (either as formal meetings or update calls) to provide strategic oversight on various matters as Cameco continued to build resiliency and navigate the challenges of the global pandemic.

Despite the additional disruptions to our business in 2021, Cameco executed on all strategic fronts: operational, marketing and financial. In 2021, we added 30 million pounds to our portfolio of long-term contracts and another 40 million pounds at the start of 2022. We delivered over 24 million pounds of uranium to customers and generated $458 million in cash from operations, with higher averaged realized prices in our fuel services segment than in 2020. However, because of the unplanned precautionary production suspension at Cigar Lake due to the COVID-19 pandemic, we incurred $40 million in care and maintenance costs and produced only 6.1

1 The message from the chair of the board and the CEO contains forward-looking information and is based upon the assumptions and subject to the material risks described at pages 2 through 4 of our 2021 management's discussion and analysis (MD&A). Actual outcomes for future periods may be significantly different.

2022 MANAGEMENT PROXY CIRCULAR 1