Exhibit 99.1

 

 

Notice of our 2024 annual meeting of shareholders

 

Exhibit 99.2

 

		Notice and Access Notification to Shareholders
		Notice of 2024 Annual Meeting of Shareholders and Notice of Availability of Meeting Materials

 

Annual Meeting of Shareholders of Cameco Corporation will be held:
When:		Thursday, May 9, 2024		Via live audio webcast from Saskatoon, SK at
		8:30 a.m. (Saskatoon time)		https://web.lumiagm.com/436776211 (password cameco2024)

Cameco Corporation (the Company) has adopted the notice-and-access method for delivery of its meeting materials to its shareholders. As a registered or non-registered shareholder you are receiving this notification to advise that the meeting materials in connection with the 2024 annual meeting of shareholders are available online. The use of this alternate means of delivery is permitted by Canadian securities regulators and minimizes the use of printed paper materials to reduce printing, paper and mailing costs associated with the annual meeting of shareholders.

The Company has posted online electronic copies of the management proxy circular and the Company’s 2023 annual report (which includes its audited consolidated financial statements for the fiscal year ended December 31, 2023 and related management’s discussion and analysis) (collectively, the meeting materials). Shareholders who have not provided standing instructions to receive meeting materials by mail are receiving this notification, along with either a proxy form or voting instruction form, so they may provide their voting instructions.

 

ACCESSING THE MEETING MATERIALS ONLINE
•  Via the Invest section of our website at cameco.com/invest/2024-annual-meeting		•  The Company’s profile on SEDAR+ (sedarplus.com)

 

MATTERS TO BE RECEIVED OR VOTED ON AT THE MEETING		proxy circular page reference
•  Receive the financial statements – receive the audited consolidated financial statements for the year ended December 31, 2023 and the report of the auditors		page 6
•  Elect the directors – election of the directors of Cameco Corporation		pages 6, 16 to 24
•  Appoint the auditors – appoint the auditors for the ensuing year and authorize the directors to fix their remuneration		pages 6 and 7
•  Advisory vote on executive compensation (“say on pay”) – consider an advisory resolution on Cameco’s approach to executive compensation		pages 8, 61 to 104

 

OBTAIN A PAPER COPY OF THE MEETING MATERIALS   At any time prior to the meeting or for a period of one year from the date the meeting materials are filed on SEDAR+, you can request a free paper copy by:		SHAREHOLDERS ARE REMINDED TO REVIEW THE MANAGEMENT PROXY CIRCULAR PRIOR TO VOTING AS IT HAS BEEN PREPARED TO GUIDE YOUR VOTING DECISIONS
•  Calling 1-888-433-6443 (toll free) or 1-416-682-3801 outside Canada and the United States   •  Sending an email to: tsxt-fulfilment@tmx.com

Requests for paper copies made before the meeting will be sent to you within three business days of receiving your request. To ensure receipt of the paper copy in advance of the voting deadline and meeting date, we estimate that your request must be received no later than 4:00 p.m. (Saskatoon time) on April 25, 2024 (this considers the three-business day period for processing requests as well as typical mailing times). Please note that if you request a paper copy of the meeting materials, you will not receive a new proxy form or voting instruction form, so please keep the original form sent with this notice in order to vote.

Requests for paper copies made on or after the date of the meeting will be sent to you within 10 days after receiving your request.

 

VOTING

Please note – You cannot vote by returning this notice. The voting process is different depending on whether you are a registered or non-registered shareholder. You are a registered shareholder if your name appears on your share certificate. You are a non-registered (beneficial) shareholder if your bank, trust company, securities broker, trustee or other financial institution holds your shares (your nominee). This means the shares are registered in your nominee’s name, and you are the beneficial shareholder. To vote in advance of the meeting, choose which of the two voting methods set out below applies to you. You will need your control number contained in the accompanying proxy form or voting instruction form to vote online.

In advance

Registered shareholders—You can vote online at www.meeting-vote.com or by email at proxyvote@tmx.com. You may also vote by fax at 1-416-595-9593 or by completing the proxy form and sending it to TSX Trust Company, Attention: Proxy Department at P.O. Box 721, Agincourt, ON M1S 0A1.

Non-registered shareholders - You can vote online at www.proxyvote.com or by telephone at 1-800-474-7493. You may also vote by completing the voting instruction form and sending it to Data Processing Centre, P.O. Box 3700, Stn Industrial Park, Markham, ON L3R 9Z9.

Submit your voting instructions right away to meet the voting deadline. For your voting instructions to be valid, they must be received by TSX Trust Company before 8:30 a.m. CST on Tuesday, May 7, 2024, or if the meeting is postponed or adjourned, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the meeting is reconvened. Non-registered shareholders must submit their voting instructions before the time specified on the voting information form (which will be at least 24 hours prior to the voting deadline) to allow enough time for voting instructions to be received by the applicable intermediary.

Virtually at the meeting

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholder) can attend the meeting, ask questions and vote, all in real time, by joining the meeting via the internet at https://web.lumiagm.com/436776211 using the latest version of Chrome, Safari, Edge or Firefox on your computer, tablet or smartphone.

Non-registered shareholders who wish to attend the meeting, ask questions and vote must appoint themselves as proxyholder as described below. Non-registered shareholders who have not appointed themselves as proxyholders may attend as guests but will not be able to vote or ask questions at the meeting.

Appointing a proxyholder

Any shareholder that wishes to appoint a person other than the management nominees identified on the form of proxy or voting instruction form must carefully follow the instructions in the circular and on the form of proxy or voting instruction form. If you are a non-registered shareholder who wishes to appoint themselves as proxyholder to attend and vote at the meeting you must also follow these instructions.

The steps for appointing a proxyholder are different than for an in person meeting and these instructions include the additional step of registering your proxyholder with our transfer agent, TSX Trust Company prior to the meeting but after submitting the form of proxy or voting instruction form. You must follow these instructions closely or your proxyholder will not be able to attend and vote at the meeting on your behalf.

See voting instructions on pages 9 through 15 of the management proxy circular for information on how to vote and other important things to know.

 

QUESTIONS

Shareholders with questions or who wish to obtain further information about notice and access can call TSX Trust Company toll free at 1-800-387-0825.

Exhibit 99.3

 

 

WHAT’S INSIDE
Message from the Chair of the Board and the CEO			1
Notice of our 2024 annual meeting of shareholders			4
Management proxy circular			5
Business of the meeting			6
Delivery of meeting materials			9
Voting			9
About the nominated directors			16
Director profiles			17
2023 Meeting attendance			25
Director compensation and share ownership			25
Governance at Cameco			29
About the board			30
Our corporate governance			45
Key governance policies and practices			45
How the board operates			45
Our expectations of directors			54
Stakeholder engagement			57
Other information			60
Executive compensation			62
Message from the Chair of the Human Resources and Compensation Committee			63
Compensation discussion and analysis			65
Our 2023 named executive officers			66
Compensation governance			67
Compensation decision-making process			70
Our approach to executive compensation			71
Compensation components			74
2023 Performance and compensation decisions			81
CEO compensation summary			91
2024 Compensation decisions			94
2023 Compensation details			95
Summary compensation table			95
Incentive plan awards			97
Equity compensation plan information			98
Pension benefits			100
Loans to executives			101
Termination and change of control			102
Additional information (including caution about forward-looking information)			106
Appendices			109

Message from the Chair of the Board and the President and CEO1

 

On behalf of the board of directors and management, we are pleased to invite you to Cameco’s annual meeting of shareholders on Thursday May 9, 2024. The meeting will begin at 8:30 a.m. (CST) virtually via live webcast.   The accompanying 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 2023 compensation decisions. Your vote is important so please remember to vote your shares.   2023 was a very exciting year for the nuclear power industry and for Cameco. We are optimistic about the opportunities for growth that lie ahead, with the acceleration of demand for clean, reliable, secure and affordable baseload electricity. The positive momentum is being driven by global scale factors that we expect to persist for years to come. Geopolitical tension, energy security and climate change concerns are highlighting the multiple benefits of nuclear energy.		Catherine Gignac Chair of the Board		Tim Gitzel  President and CEO

There is a growing belief that there is no net zero without nuclear, which is supporting a durability of demand that, we believe, has not been previously seen.

Strategy and vision

The continued execution of its strategy has positioned Cameco to benefit from the favourable fundamentals for nuclear power and the products, services and technologies needed to fuel it. Cameco has done what it said it would do and the disciplined pursuit of our strategy was reflected in the company’s 2023 financial performance.

We are excited to have added a 49% interest in Westinghouse to Cameco’s portfolio of investments. With the closing of the transaction on November 7, 2023, we expect this strategic acquisition will be transformative and accretive to Cameco. Through the investment in Westinghouse we are enhancing Cameco’s ability to compete for more business by investing in additional nuclear fuel cycle assets that we expect will augment Cameco’s core business and offer more solutions to our customers across the nuclear fuel cycle. Like Cameco, Westinghouse has nuclear assets that are strategic, proven, licensed and permitted, and that are in geopolitically attractive jurisdictions. We expect these brownfield assets, like ours, will participate in the growing demand profile for nuclear energy.

During 2023, Cameco signed a number of supply agreements with new customers, including Ukraine’s state-owned nuclear energy utility. We are proud to expand our contributions to countries like Ukraine that are seeking to enhance their energy security and independence, while affirming their commitment to carbon-free nuclear power in achieving their climate goals.

We also received 20-year licence renewals from the Canadian Nuclear Safety Commission (CNSC) for McArthur River, Key Lake and Cameco Fuel Manufacturing and a 15-year licence renewal for Rabbit Lake. We believe that our commitment to protecting the health and safety of our employees, the public and the environment is reflected in the extended duration of the licences.

At Cigar Lake, we completed a prefeasibility study that demonstrated the economic feasibility of extracting 73.4 million pounds (100% basis) (40 million pounds our share) of indicated resources, allowing us to convert them to probable reserves and to begin the work necessary to extend the mine life to 2036. In 2024, we plan to undertake a study to evaluate the work, timelines and investment required to expand production at the McArthur River mine and the Key Lake mill to its annual licensed capacity of 25 million pounds (100% basis), which we expect will allow us to take advantage of the opportunity to further increase our tier-one production when the time is right.

Cameco’s board is strong and engaged. It believes the company has the right strategy to achieve its vision of energizing a clean-air world. The board works closely with management and at each meeting the strategy and its execution are reviewed and discussed to help ensure alignment with the objective of delivering long-term value to Cameco’s shareholders and other stakeholders. Cameco’s strong performance in 2023 was shaped by its strategic

 

1	This section contains forward-looking information. For additional information about forward-looking information, please see page 105.

 

2024 MANAGEMENT PROXY CIRCULAR 1

plan and the company executed on all strategic fronts: financial, operational and marketing. Please see Cameco’s 2023 MD&A, available on the company’s website, for more information about our 2023 performance.

Sustainability

From corporate strategy, day-to-day operations, and its approach to executive compensation, Cameco continued to integrate sustainability principles and practices into its business processes and activities, and remains committed to delivering its products responsibly.

As part of our low-carbon transition plan, we created tailored decarbonization pathways in 2023 for each site we operate to support the achievement of our 2030 greenhouse gas emission reduction targets. In addition to the climate change scenario analysis done for our northern Saskatchewan operations in 2022, we completed an analysis of our Ontario operations. We expect this work to help us better understand how changing climate conditions could impact our employees and our assets in the long term. See Cameco’s 2023 MD&A on the company’s website for a more detailed discussion of our ESG principles and practices.

We are proud of Cameco’s work in building strong and enduring relationships with its employees and Indigenous partner communities in northern Saskatchewan and Ontario. Cameco is one of the largest industrial employers of First Nations and Métis people in Canada, and we have dedicated teams for workforce development and community engagement. We also have a priority focus on digital learning.

Expanding training courses for Residents of Saskatchewan’s North (RSN) with online pre-employment training courses, temporary work placements and an updated apprenticeship program – supported by engagement with local communities – were among Cameco’s compensable targets for 2023. You can read about our community advancements in 2023 and other compensable sustainability targets in the short-term incentive (STI) scorecard beginning on page 84.

You can also read about Cameco’s sustainability principles and practices in our most recent ESG report, which is available on the Cameco’s website.

Community support

We believe that strong relationships with our communities are critical to Cameco’s sustainability and long-term success. Cameco leads and participates in community initiatives and projects to give back and make a difference across Saskatchewan and in Port Hope, Cobourg and Blind River Ontario, both through funding support, community initiatives and volunteering.

We focus on four pillars: youth, education and literacy, health and wellness, and community development. In December, Cameco announced more than $1.8 million in funding for numerous community organizations serving Saskatchewan. This includes more than $700,000 raised through the Cameco Employee Giving Campaign, which involves a matching donation from Cameco, resulting in donations to 165 charitable organizations. This overwhelming support for our communities is a testament to our corporate values and the dedication and support of our employees.

Sound governance

The board reviews Cameco’s governance practices annually and the board assessment process provides insight into how we can continually enhance governance at Cameco. The expertise and experience of our board and the diversity and mix of skills and backgrounds of Cameco’s directors brings tremendous value to oversight of management and our affairs and governance at Cameco generally.

This year, shareholders will elect eight directors to the board to serve for a term of one year. Chief Tammy Cook-Searson and Dominique Minière were appointed to the board effective September 1, 2023, and are standing for election for the first time.

Don Deranger and Jim Gowans are retiring from the board at the end our 2024 annual meeting as they have reached our term limit of 15 years for directors. Ian Bruce, former Chair of the Board, passed away in October 2023 after serving on Cameco’s board since 2012. Each of these directors contributed substantively to Cameco’s board during their tenure and their expertise, leadership and advice were deeply valued and will be missed.

Catherine Gignac was appointed Chair of the Board effective December 1, 2023, succeeding Ian Bruce. Catherine brings strong board leadership expertise and more than 30 years of experience in capital markets and the mining industry to the board. She will remain chair of the nominating, corporate governance and risk committee until the 2024 annual meeting and has served on the audit and finance and technical committees since she joined the board in 2014.

 

2 CAMECO CORPORATION

Looking ahead

Cameco has been invested across the nuclear fuel cycle since its inception in 1988. During our 35-year history, we have grown to be one of the largest producers of uranium in the world, made possible through the rich resources in northern Saskatchewan. Cameco is being recognized as a global company, making a difference on a global scale, and for helping to provide something the world desperately needs: clean and secure baseload electricity. We are optimistic about Cameco’s role in supporting the transition to a net-zero economy and are encouraged by the renewed recognition of the critical role for nuclear power worldwide.

The senior leadership team has a wealth of experience and industry knowledge gained through long careers in the nuclear energy industry. We have confidence in both their ability, and the next generation of leaders’ ability, to continue to execute on the company’s strategy and achieve our vision. The team conducts itself with integrity and leads with a demonstrated commitment to safety, people and the environment.

We look forward to hosting you at our annual meeting on May 9, 2024. Thank you for your continued confidence in Cameco and please remember to vote your shares.

Sincerely,

 

Catherine Gignac		Tim Gitzel
Chair of the Board		President and Chief Executive Officer

 

2024 MANAGEMENT PROXY CIRCULAR 3

Notice of our 2024 annual meeting of shareholders

 

 

4 CAMECO CORPORATION

 

2024 MANAGEMENT PROXY CIRCULAR 5

Business of the meeting

 

 

A quorum is required to hold the meeting and transact business. A quorum is met when at least two people attending the meeting hold, or represent by proxy, at least 25% of Cameco’s total issued and outstanding common shares.

 

Receive the financial statements

Our consolidated financial statements for the year ended December 31, 2023 and the auditor’s report will be received at the meeting.

You can download a copy of our 2023 annual report (which includes our consolidated financial statements for the year ended December 31, 2023 and management’s discussion and analysis (MD&A) and the auditors’ report) on our website (cameco.com/invest/financial-information). You will receive a paper copy of the annual report only if you requested one.

 

Elect the directors

The board recommends you vote for each nominated director. Under the Canada Business Corporations Act (CBCA) requirements for uncontested director elections, you can vote for or against each nominated director (see page 16). To be validly elected, directors will require a majority of the votes cast at the meeting for their election.

This year eight director nominees are standing for election to Cameco’s board to serve for a term of one year. All elected directors will hold office until the next annual meeting of shareholders or until their successors are elected or appointed. All are qualified and currently serve on the board:

 

Catherine Gignac   Daniel Camus   Tammy Cook-Searson		Tim Gitzel   Kathryn (Kate) Jackson   Don Kayne		Dominique Minière   Leontine van Leeuwen-Atkins

You can read about each of this year’s nominees, including their 2023 voting results, in the director profiles starting on page 17. Note that Tammy Cook-Searson and Dominique Minière were appointed to the board in 2023 and are standing for election for the first time.

 

Reappoint the auditors

The board, on the recommendation of the audit and finance committee, proposes that KPMG LLP (KPMG) be reappointed as our auditors until the end of our next annual meeting. The board has invited a representative of KPMG to attend the annual meeting.

You can vote for reappointing KPMG and authorizing the directors to fix their remuneration, or you can withhold your vote.

Auditors reinforce the importance of a diligent and transparent financial reporting process and strengthen investor confidence in our financial reporting. KPMG provides Cameco with three types of services:

 

•

audit services generally relate to the audit and review of annual financial statements and notes, review of interim financial statements and notes, conducting the annual audits of affiliates, auditing our internal controls over financial reporting and providing other services that may be required by regulators. These may include services for registration statements, prospectuses, reports and other documents that are filed with securities regulators, or other documents issued for securities offerings.

 

•

audit-related services include advising on accounting matters, attest services not directly linked to the financial statements that are required by regulators and conducting audits of employee benefit plans.

 

•

tax services relate to tax compliance and tax advice that are beyond the scope of the annual audit. These include reviewing transfer-pricing documentation and correspondence with tax authorities, preparing corporate tax returns, and advice on international tax matters, tax implications of capital market transactions and capital tax.

 

6 CAMECO CORPORATION

 

Reasons for reappointing KPMG as auditor   KPMG, or its predecessor firms, have been our auditors since Cameco was incorporated in 1988. Cameco operates in the nuclear fuel business, which is complex and, unlike other commodities or fuel products, uranium and fuel services are not traded in meaningful quantities on a commodity exchange. The majority of uranium and fuel services are bought under long-term contracts that are bilaterally negotiated between the end user and the supplier, and each contract is unique. The industry is dominated by state-owned entities and therefore tends to be opaque, with very little disclosure about the industry and how it operates. There are no other publicly traded companies whose operations span the scope of the nuclear fuel cycle that Cameco’s operations do. Simply changing audit firms to have shorter auditor tenure would have a significant impact, resulting in a lack of continuity in understanding the complexities of the nuclear fuel business that we believe would lead to a suboptimal audit outcome and a much more onerous audit process, which would not be in the best interests of Cameco or its shareholders.   KPMG regularly rotates its partners and staggers the rotation of the lead engagement partner and the local partner. This provides the continuity necessary to audit a complex business while helping ensure continued independence.   To help ensure KPMG’s independence, we also have a policy governing the hiring of current and former partners, principals, shareholders and professional employees of our auditor. The policy requires a Cameco department that wishes to hire such person to inform the CFO and chief legal officer of the proposed hiring, who will consider whether the hiring may compromise the independence of the auditor or any member of the audit engagement team. Prior to extending an offer of employment, Cameco consults with the lead audit engagement partner to confirm the conclusion that such employment will not impact the auditor’s independence. The policy also requires a cooling off period before members of the audit engagement team are hired into financial reporting oversight roles.   The audit and finance committee assesses the performance of the independent auditor every year and we believe that an annual assessment of our auditor ensures effective auditor engagement and best serves our needs. We also discuss auditor tenure during our shareholder engagement activities. Based on KPMG’s performance, the audit and finance committee believes that retaining KPMG for the fiscal year ending December 31, 2023 is in the best interest of Cameco and its shareholders   Auditor assessment   The audit and finance committee conducts an annual assessment of KPMG, which includes assessing the senior audit engagement team, reviewing the evaluation of the auditor’s activities completed by management and the committee members, and reviewing the auditor’s audit quality indicators. The committee also reviews the auditor’s independence annually.   The committee considered several factors, including the following as part of its assessment:   •  relevant industry expertise and geographical reach   •  an annual report from KPMG describing its internal quality control procedures and any material issues raised through internal and external reviews   •  the quality of communication with the audit and finance committee   •  the audit hours and appropriateness of fees   •  the quality and efficiency of the services provided, including external data on quality and performance   •  the performance, experience, and ongoing development of the audit team, including time spent by senior personnel on key risk areas.

The table below shows the fees paid to KPMG and its affiliates for services in 2022 and 2023.

 

		2023				% of total fees		2022				% of total   fees
Audit fees Cameco1 Subsidiaries2 Total audit fees			$2,436,700 $135,600   $2,572,300			88.7  4.9  93.6			$2,389,200 $136,800 $2,526,000			82.8   4.7   87.5		1.  Amounts billed for the audit of Cameco’s annual consolidated financial statements and the review of interim financial statements.   2.  Amounts billed for the audit of Cameco’s subsidiary financial statements.   3.  Translation services in 2022 relate to the French translation of the 2021 financial statements and MD&A, 2022 Q2 interim financial statements and MD&A, and certain sections of the September 2022 base shelf prospectus. No invoices were issued in 2023 for translation services.
Audit-related fees Translation services3 Pensions Total audit-related fees			$0 $31,600 $31,600			0.0  1.2  1.2			$137,500 $30,000 $167,500			4.8   1.0   5.8
Tax fees Compliance Planning and advice4 Total tax fees			$5,600 $136,100 $141,700			0.2  5.0  5.2			$5,100 $117,700 $122,800			0.2   4.1   4.3

 

2024 MANAGEMENT PROXY CIRCULAR 7

		2023				% of total fees		2022				% of total  fees
All other fees Other non-audit fees5			$0			0.0			$69,500			2.4		4.  Amounts bill for professional tax services related to various matters and general tax advisory services.   5.  Amounts billed for Cameco’s I-4 membership. No invoices were issued in 2023.
Total fees			$2,745,600			$100%			$2,885,800			$100%

The audit and finance committee pre-approves both audit and non-audit services performed by the independent registered public accounting firm, and our audit and finance committee pre-approved these services in 2023 and 2022.

At our 2023 annual meeting, 46,305,842 votes (81.09%) were for the appointment of KPMG LLP as our auditors and 10,798,172 votes (18.91%) were withheld).

 

Advisory vote on executive compensation (“say on pay”)

The board is recommending that you vote in favour of our approach to executive compensation. Please take some time to read about our compensation strategy, our compensation program, how we assess performance and how the board makes compensation-related decisions. You can find a full discussion about executive compensation at Cameco starting on page 64.

The board believes this non-binding advisory vote gives shareholders a timely and effective way to give input to the board and the human resources and compensation committee on this important matter.

You can vote for or against our approach to executive compensation by voting on the following resolution:

Be it resolved that, on an advisory basis and not to diminish the role and responsibilities of the board of directors for executive compensation, the shareholders accept the approach to executive compensation disclosed in Cameco’s management proxy circular delivered in advance of the 2024 annual meeting of shareholders.

Last year 54,474,089 votes (95.39%) of the votes were for our approach to executive compensation and 2,629,924 (4.61%) were against.

 

Other business

We did not receive any shareholder proposals for this meeting and are not aware of any other items of business to be considered at the meeting. If other items of business are properly brought before the meeting, you (or your proxyholder) can vote as you deem appropriate.

 

 

 

8 CAMECO CORPORATION

Delivery of meeting materials

 

We are using notice and access to deliver the meeting materials to shareholders. This means that Cameco will post the meeting materials online for shareholders to access electronically. You will receive a package in the mail with a notification explaining how to access the meeting materials electronically and how to request a paper copy at no charge. Your package will include a proxy form or a voting instruction form so you can vote your shares. Shareholders who have previously elected to receive the meeting materials electronically will receive them by email according to their instructions.

Notice and access and electronic delivery are efficient, environmentally friendly and cost-effective ways to distribute our meeting materials because they reduce printing, paper and postage costs.

You can access the meeting materials on our website at cameco.com/invest/2024-annual-meeting and on SEDAR+ (sedarplus.com). Shareholders are encouraged to read the meeting materials in their entirety before voting.

How to request a paper copy

Please call 1-888-433-6443 (toll free) or 1-416-682-3801 outside Canada and the United States, or send an email to: tsxt-fulfilment@tmx.com.

Before the meeting

Starting on April 5, 2024, shareholders can request a free paper copy of the meeting materials. To receive the paper copy in advance of the proxy deadline and meeting date, make your request right away and no later than 4 p.m. (Saskatoon time) on April 25, 2024.

Please keep the original proxy form or voting instruction form sent to you so you can vote your shares. If you request a paper copy of the meeting materials, it will not come with a new form.

After the meeting

If you would like to receive a paper copy of the meeting materials after the meeting, you can make your request up to one year from the date the meeting materials are filed on SEDAR+ (sedarplus.com).

If you have questions about notice and access, please call our transfer agent, TSX Trust Company, toll free at 1-800-387-0825.

Voting

 

Who can vote

Cameco has common shares and one class B share, but only holders of our common shares have full voting rights. If you held common shares at the close of business on March 11, 2024, you or the person you appoint as your proxyholder can attend the virtual annual meeting and vote your shares.

Each Cameco common share you own is entitled to one vote, except where ownership and voting restrictions apply. As of March 11, 2024, we had 434,205,752 common shares issued and outstanding.

Principal holders of common shares

Based on Schedule 13G filings made with the U.S. Securities and Exchange Commission (SEC), we had two principal holders of common shares as of December 31, 2023:

 

•

FMR LLC of Boston, MA held 31,121,208 common shares (including its subsidiaries), or approximately 7.173% of our total common shares outstanding

 

•

BlackRock, Inc. of New York, NY held 25,689,755 common shares (including its subsidiaries), or approximately 5.9% of our total common shares outstanding.

Management, to the best of its knowledge, is not aware of any other shareholder holding 5% or more of our common shares as of March 11, 2024.

 

2024 MANAGEMENT PROXY CIRCULAR 9

Our class B share

The Province of Saskatchewan holds our one class B share (100% of our class B shares). This entitles the Province to receive notices of and attend all meetings of shareholders, for any class or series. The class B shareholder can only vote at a meeting of class B shareholders, and votes as a separate class if there is a proposal to:

 

(a)

amend Part 1 of Schedule B of the articles, which states that: Cameco’s registered office and head office operations must be in Saskatchewan, the executive officers and generally all of the senior officers (vice-presidents and above) must live in Saskatchewan, and all annual meetings of shareholders must be held in Saskatchewan,

 

(b)	amend the articles in a way that would change the rights of class B shareholders, or

 

(c)	amalgamate, if the amalgamation would require an amendment to Part 1 of Schedule B of the articles.

Ownership and voting restrictions

Restrictions on owning, controlling and voting Cameco common shares are set out in the Eldorado Nuclear Limited Reorganization and Divestiture Act (Canada) (ENL Reorganization Act) and our company articles. See Appendix A on page 108 for the definitions in the ENL Reorganization Act, including definitions of resident and non-resident. Ownership restrictions for non-residents were put in place so that Cameco would remain Canadian controlled.

The following is a summary of the limitations listed in our company articles:

Residents – A Canadian resident, either individually or together with associates, cannot hold, beneficially own or control shares or other Cameco securities, directly or indirectly, representing more than 25% of the total votes that can be cast to elect directors.

Non-residents – A non-resident of Canada, either individually or together with associates, cannot hold, beneficially own or control shares or other Cameco securities, directly or indirectly, representing more than 15% of the total votes that can be cast to elect directors.

Voting restrictions – All votes cast at the meeting by non-residents, either beneficially or controlled directly or indirectly, will be counted and pro-rated collectively to limit the proportion of votes cast by non-residents to no more than 25% of the total shareholder votes cast at the meeting.

Residency declarations

Shareholders are required to declare their residency, ownership of Cameco shares, and other factors relating to the restrictions, so we can verify compliance with the ownership of and voting restrictions on our shares. Nominees, brokers, and other intermediaries such as banks, trust companies, securities brokers or other financial institutions who hold the shares on behalf of non-registered shareholders need to make the declaration on their behalf.

If you own the shares in your name, you will need to complete the residency declaration online during the live webcast. If you use the proxy form and we do not receive your residency declaration, we may consider you to be a non-resident of Canada.

The chair of the meeting may ask shareholders and their proxyholders for additional information to verify compliance with our ownership and voting restrictions. The chair of the meeting will use the declarations and other information to determine compliance with our ownership restrictions.

Enforcement of ownership and voting restrictions

The company’s articles allow us to enforce the ownership and voting restrictions by suspending voting rights, forfeiting dividends, prohibiting the issue and transfer of Cameco shares, requiring the sale or disposition of Cameco shares, and suspending all other shareholder rights.

How to vote

You can vote your shares in advance or vote in real time at the meeting online via webcast.

Voting by proxy

Voting by proxy is the easiest way to vote. This means you appoint another person (called a proxyholder) to attend the meeting and vote on your behalf.

Tim Gitzel, president and chief executive officer (CEO) of Cameco, or in his absence Sean Quinn, senior vice-president, chief legal officer and corporate secretary of Cameco (the Cameco proxyholders), have agreed to act as proxyholder to vote your shares for you at the meeting according to your instructions and are the proxyholders named in your proxy form or voting instruction form.

 

10 CAMECO CORPORATION

You have the right to appoint someone other than the Cameco proxyholders to represent you at the meeting (the person you appoint does not need to be a Cameco shareholder).

If you vote in advance and do not appoint another person as your proxyholder, one of the Cameco proxyholders will be your proxyholder.

If you appoint the Cameco proxyholders but do not tell them how you want to vote your shares, your shares will be voted:

 

•

for electing each nominated director listed in this management proxy circular

 

•

for reappointing KPMG LLP as auditors and authorize the directors to fix their remuneration

 

•

for the advisory vote on our approach to executive compensation.

All properly executed written proxies, and properly completed proxies submitted by telephone or internet, delivered in accordance with this solicitation, are required to be voted at the meeting consistent with the directions provided in the proxy unless the proxy is revoked as set out on page 13.

If you wish to appoint another person as your proxyholder, carefully follow the instructions set out on the following pages.

If you are a registered shareholder, we mail the notification directly to you and your package includes a proxy form. We distribute the notification to intermediaries to forward to our non-registered shareholders. For most non-registered shareholders, your package is sent by Broadridge and includes a voting instruction form. We pay the cost of proxy solicitation for all registered and non-registered shareholders (including objecting and non-objecting non-registered shareholders).

Make sure you allow enough time for your instructions to reach our transfer agent if you are sending your completed proxy form or voting instruction form by mail (which is typically will be at least 24 hours prior to the proxy deadline). To be valid, TSX Trust Company, our transfer agent, must receive your voting instructions before 8:30 a.m. CST on Tuesday, May 7, 2024 (the proxy deadline).

If you are a non-registered (beneficial) shareholder, submit your voting instructions right away to allow enough time for your intermediary to receive the information and act on your instructions before the deadline specified in your voting instruction form. If you wish to attend the virtual meeting and vote and ask questions at the meeting, you must appoint yourself as proxyholder.

 

 

 

2024 MANAGEMENT PROXY CIRCULAR 11

		NON-REGISTERED (BENEFICIAL) SHAREHOLDERS		REGISTERED SHAREHOLDERS
The voting process is different depending on whether you are a registered or non-registered shareholder, and whether you vote in advance or online during the meeting.		You are a non-registered (beneficial) shareholder if your bank, trust company, securities broker, trustee or other financial institution holds your shares (your nominee). This means the shares are registered in your nominee’s name, and you are the beneficial shareholder. Many of our shareholders are non-registered shareholders.		You are a registered shareholder if your name appears on your share certificate.
Vote your shares in advance   Make sure your voting instruction form or proxy form is duly completed, signed and dated.		Follow the instructions on your voting instruction form and then submit your voting instructions using one of the following methods:   ¡ Online: Go to www.proxyvote.com and vote using the unique 16-digit control number located on your voting information form.   ¡ Phone: Call 1-800-474-7493 (English) or 1-800-474-7501 (French).   ¡ Mail: Mail your completed voting instruction form using the envelope provided.   Submit your voting instructions before the time specified on your voting information form. Be sure to allow enough time for your voting instructions to be received by your intermediary (which will be at least 24 hours prior to the proxy deadline).		Follow the instructions on your proxy form and send your voting instructions using one of the following methods:   ¡ Online: Go to www.meeting-vote.com and vote using the control number located on your proxy form.   ¡ Email: Send a scanned copy of both sides of your completed proxy form to proxyvote@tmx.com.   ¡ Fax: Fax both sides of your completed proxy form to 1-416-595-9593.   ¡ Mail: Mail your completed proxy form using the envelope provided.   To be valid, your proxy form must be received by our transfer agent before the proxy deadline.
Vote online during the meeting		If you wish to attend the meeting and vote your shares in real time through the webcast, you will need to appoint yourself as proxyholder and register with our transfer agent. Carefully follow the instructions below. You must complete each of the steps below to attend the meeting and vote your shares in real time at the meeting online.   ¡ Step 1: To appoint yourself as your proxyholder you may either:   ¡ Go to www.proxyvote.com and enter the control number listed on your voting instruction form. Go to the voting site and insert your name in the “Change Appointee” section. Follow all other instructions provided by your nominee.   ¡ Insert your name as proxy holder in the space provided on your voting instruction form and sign, date the form and mail it in the envelope provided or as otherwise instructed by your intermediary. Do not complete the voting instructions as you will vote in real time at the meeting.   You must provide your instructions before the time specified on your voting information form, which will be at least 24 hours prior to the proxy deadline.   ¡ Step 2: Then register yourself with our transfer agent to receive your 13-digit control number using one of the following methods. You will need the control number to access and vote at the meeting.   ¡ Go online to TSX’s website at www.tsxtrust.com/control-number-request, to complete and submit the electronic form.   Your registration must be complete before the proxy deadline.   ¡ Step 3: Once you have appointed yourself as proxyholder and received a control number, follow these instructions on the day of the meeting to access and vote at the meeting online:   ¡ Log in to the meeting at https://web.lumiagm.com/436776211.   ¡ Click “I have a control number” and enter the 13-digit control number you received from our transfer agent.   ¡ Enter the password cameco2024 (case sensitive).   ¡ Follow the instructions to vote your shares when prompted.		If you wish to attend and vote at the meeting online, you must follow these instructions on the day of the meeting:   ¡ Log in to the meeting at https://web.lumiagm.com/436776211.   ¡ Click “I have a control number” and enter the 13-digit control number from your proxy form.   ¡ Enter the password cameco2024 (case sensitive).   ¡ Follow the instructions to vote your shares when prompted.   Log in at least 15 minutes prior to the start of the meeting. Be sure to stay connected for the duration of the meeting.   If you want to appoint someone else to vote your shares for you   If you want to appoint someone else (other than the Cameco proxyholders) to be your proxyholder, to attend the meeting and vote your shares according to your instructions, follow the three steps below.   ¡ Step 1: Enter the name of the person you are appointing in the space provided on your proxy form and submit your form using one of the methods indicated above.   This step must be completed by at least 24 hours prior to the proxy deadline.   ¡ Step 2: Then register the name of the person you are appointing with our transfer agent using one of the following methods to receive their 13-digit control number. Your proxyholder will need the control number to access and vote at the meeting.   ¡ Go online to TSX’s website at www.tsxtrust.com/control-number-request, to complete and submit the electronic form.   Your proxyholder’s registration must be completed prior to the proxy deadline.   ¡ Step 3: Once you have appointed your proxyholder and they have received a control number from our transfer agent, your proxyholder must follow these instructions on

 

12 CAMECO CORPORATION

		NON-REGISTERED (BENEFICIAL) SHAREHOLDERS		REGISTERED SHAREHOLDERS
Continued ... Vote online during the meeting		Log in at least 15 minutes prior to the start of the meeting. Be sure to stay connected for the duration of the meeting.   If you hold shares in more than one account, be sure to appoint yourself as proxyholder for all accounts at the same time so that you will only require one control number.   If you do not appoint yourself as your proxyholder, you may still attend the meeting online, but only as a guest. Guests cannot vote or ask questions.   If you want to appoint someone else to vote your shares for you   If you want to appoint someone else to be your proxyholder, to attend the meeting and vote your shares according to your instructions, follow the three steps above and enter that person’s name as your proxyholder in Step 1. In Step 2, be sure to register them in order to receive the 13-digit control number to access the meeting. Then they can follow the details in Step 3 to log in to the meeting online and vote your shares for you.   Your intermediary must receive your instructions by the time specified on your voting information form, which will be at least 24 hours prior to the proxy deadline. You will also need to complete your proxyholder’s registration before the proxy deadline.   If you appoint someone else as your proxyholder, you may still attend the meeting but only as a guest.   By completing Steps 1 and 2, the proxyholder will have the choice of whether to attend and vote at the meeting online.		the day of the meeting to access and vote at the meeting:   ¡ Log in to the meeting at https://web.lumiagm.com/436776211.   ¡ Click “I have a control number” and enter the 13-digit control number they received from our transfer agent.   ¡ Enter the password cameco2024 (case sensitive).   ¡ Follow the instructions to vote when prompted.   Your proxyholder should log in at least 15 minutes prior to the start of the meeting. Be sure to remind them to stay connected for the duration of the meeting.   If you appoint someone else as your proxyholder, you may still attend the meeting online, but only as a guest.   By completing Steps 1 and 2, the proxyholder will have the choice of whether to attend and vote at the meeting online.
You can revoke your proxy or voting instructions if you change your mind   Any new instructions will only take effect if they are received by TSX Trust Company before 8:30 a.m. CST on Tuesday, May 7, 2024 or 48 hours, excluding weekends and holidays, before the meeting is reconvened if the meeting is postponed or adjourned.		Contact your nominee if you need help providing new voting instructions, if you want to revoke your voting instructions (without giving new instructions) or if you want to vote at the meeting instead.		If you voted online in advance and you wish to change your voting instructions, you can re-enter your vote using the control number on your proxy form. Follow the instructions on your proxy form and use any of the methods listed above.   You can also revoke your proxy without providing new voting instructions by:   ¡ sending a notice in writing to the corporate secretary at Cameco, at 2121 - 11th Street West, Saskatoon, Saskatchewan S7M 1J3, so it is received by 5 p.m. CST on Wednesday, May 8, 2024, the last business day before the meeting   ¡ giving a notice in writing to the chair of the meeting before the start of the meeting   ¡ giving notice in any other manner permitted by law.   The notice can be from you, or your attorney if they have your written authorization. If your shares are owned by a corporation, the written notice must be from its authorized officer or attorney.   Note that if you attend the meeting online and vote your shares on any matter you will be deemed to have revoked any prior proxy or voting instruction for all matters.
Attending the live webcast of the meeting as a guest		Guests can log in to attend the meeting, but they will not be able vote or ask questions. Guests can log in at least 15 minutes prior to the start of the meeting: ¡ Log in at https://web.lumiagm.com/436776211. ¡ Click “Guest” and complete the requested information. Then wait to be redirected to the meeting.

Cameco and Kingsdale may use the Broadridge QuickVoteTM service to assist non-registered shareholders with voting their shares directly over the telephone. The QuickVoteTM system is intended to assist shareholders in placing their votes, however, there is no obligation for any shareholders to vote using the QuickVoteTM system, and shareholders may vote (or change or revoke their votes) at any other time and in any other applicable manner described in this circular. Any voting instructions provided by a shareholder will be recorded and such shareholder will receive a letter from Broadridge (on behalf of the shareholder’s Intermediary) as confirmation that their voting instructions have been accepted.

 

2024 MANAGEMENT PROXY CIRCULAR 13

How to join the meeting

In order to facilitate broader shareholder participation at the meeting, this year we are holding a virtual meeting. If you are a registered shareholder or a duly appointed proxyholder (including non-registered shareholders who have duly appointed themselves as proxyholder), you will be able to attend the meeting online, vote your shares and submit questions prior to the start of the meeting or during the meeting.

If you are a non-registered shareholder and do not appoint yourself as proxyholder, you may attend the meeting online as a guest, but if you do so you will not be able to vote or ask questions.

Things to note

 

·

Your computer, tablet or mobile phone must be able to connect to the internet.

 

·

You will need the latest version of Chrome, Safari, Edge or Firefox with the most up-to-date software plugins.

 

·

Go to https://www.lumiglobal.com/faq to check your system’s compatibility and for additional information.

 

·

Have your 13-digit control number ready.

 

·

The meeting password is cameco2024 (case sensitive).

Log in at least 15 minutes prior to the start of the meeting. Be sure to stay connected to the internet at all times in order to vote when the balloting begins. It is your responsibility to make sure you stay connected to the internet for the duration of the meeting.

If you lose connectivity once the meeting has started, there may not be sufficient time to resolve your issue before the balloting begins. Even if you plan to attend the meeting, you should consider voting your shares in advance so that your vote will be counted in case you decide later not to attend the meeting or if you experience technical difficulties and are unable to vote in real time.

Voting at the meeting can only be done by accessing the live webcast through the meeting portal. If Cameco shareholders (or their proxyholders) encounter any difficulties accessing the meeting during the log-in process, they can attend the meeting by clicking “Guest” and completing the online form. The virtual platform is fully supported across Internet browsers and devices (desktops, laptops, tablets and smartphones) running the most up-to-date version of applicable software and plugins. Cameco shareholders (or their proxyholders) should ensure that they have a strong Internet connection if they plan to attend and/or participate in the meeting. Meeting participants should allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. You can access technical support at: support-ca@lumiglobal.com.

Asking questions

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) can ask questions relating to the business of the meeting. It is anticipated that registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) will have substantially the same opportunity to ask questions on matters of business before the meeting as in past years when the annual shareholders meeting was held in person or in a hybrid format. We are holding a virtual meeting this year to facilitate broad shareholder participation which furthers our commitment to shareholder engagement by enabling more shareholders to participate compared to an in-person meeting at our head office in Saskatoon, Saskatchewan.

Questions from registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) that do not relate to the formal business of the meeting will be addressed after the formal business has been conducted. Questions directly related to a particular motion will be addressed once that motion has been introduced and general questions will be addressed after the formal business has been completed. We will only answer questions of interest to all shareholders during the meeting. Questions that are: irrelevant to the business and affairs of Cameco or the business of the meeting; related to material non-public information of Cameco; related to personal grievances or in furtherance of personal interests; derogatory or otherwise in bad taste; repetitive of those made by another shareholder or duly appointed proxyholder; or out of order or not otherwise appropriate, will not be accepted, all as determined by the chair of the meeting. It is possible that time constraints will render us unable to respond to all questions during the meeting. To ensure fairness for all attendees, the chair of the meeting will determine the amount of time allocated to each question and will have the right to limit or consolidate questions.

 

14 CAMECO CORPORATION

Other important things to know

If for any reason a nominated director becomes unable to serve, your proxyholder has the right to vote for another nominated director at their discretion.

If there are amendments or other items of business that properly come before the meeting, your proxyholder can vote on each matter as your proxyholder sees fit, as permitted by law, whether or not it is a routine matter, an amendment or contested item of business.

The chair of the meeting has the discretion to accept or reject any late proxies, and can waive or extend the deadline for receiving proxy voting instructions without notice but is under no obligation to do so.

If the meeting is postponed or adjourned, the deadline for TSX Trust Company to receive your voting instructions will be extended to 48 hours (excluding Saturdays, Sundays and statutory holidays) before the meeting is reconvened for your new voting instructions to be valid. If you are revoking your proxy without giving new voting instructions, the corporate secretary must receive the notice by 5 p.m. CST on the day before the meeting is reconvened or you must give notice to the chair of the meeting before the start of the reconvened meeting.

Beneficial shareholders are asked to consider signing up for electronic delivery (E-delivery) of the meeting materials. E-delivery is a convenient way to distribute meeting materials more efficiently and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy. Go to www.proxyvote.com and sign in with your control number, vote for the resolutions at the meeting. Following your vote confirmation, you will be able to select the electronic delivery box and provide an email address. Once you register for e-delivery, going forward you will receive your meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.

If you have any questions or need assistance voting, please contact Kingsdale Advisors at 1.888.518.1558 (toll-free within North America) or 1.437.561.4997 (text and call enabled outside North America) or by email at contactus@kingsdaleadvisors.com.

 

2024 MANAGEMENT PROXY CIRCULAR 15

About the nominated directors

 

Our board of directors is responsible for overseeing the management of our business and affairs. This year the board has nominated eight directors. All nominated directors currently serve on the board and have agreed to stand for election. See Nomination process on page 31 for more information.

 

Board composition   This year’s nominated directors have been selected based on several factors, including competencies and qualifications, experience, knowledge and other core attributes we require of directors. When assessing board composition, the nominating, corporate governance and risk committee considers tenure, diversity, independence and the collective expertise of the board members on a broad range of issues the board faces when overseeing our business and affairs.   Tammy Cook-Searson and Dominique Minière were appointed to the board effective September 1, 2023 and are standing for election for the first time. Ian Bruce, our previous Chair of the Board, passed away on October 15, 2023. Don Deranger and Jim Gowans are retiring from the board at the end of our 2024 annual meeting as they have reached our term limit of 15 years for directors (see page 30).   Independence   Six of our eight nominated directors (75%) are independent. Two directors are considered not independent: Tim Gitzel, president and CEO and an executive officer of Cameco and Tammy Cook-Searson, Chief of the Lac La Ronge Indian Band and President of Kitsaki Management Limited Partnership, the entity that manages the Band’s economic development activities, including businesses that receive payments from Cameco.   Majority voting   Our majority voting policy that was in place since 2006 was repealed in 2023 as it is no longer needed as a result of amendments to the CBCA. The new statutory voting requirement for uncontested director elections under the CBCA allows shareholders to vote for or against a director nominee, rather than for or withhold as was the case previously. A nominee must receive a majority of for votes to be elected to the board. If a nominated director does not receive a majority of votes cast in favour of their election, they will not be elected. The seat will remain open or, if the nominee is an incumbent, they may continue in office for 90 days following the vote or until a successor is appointed or elected, whichever is earlier.

Director profiles

The following profiles of each nominated director include their background, key skills and experience, other public company directorships as well as details about their 2023 meeting attendance, share ownership and voting results at our 2023 annual meeting of shareholders. We report each director’s shareholdings and their total value, including the Cameco shares they own or exercise control or direction over. Value is based on the year-end closing price of Cameco shares on the Toronto Stock Exchange (TSX) ($57.13 for 2023 and $30.69 for 2022). For a summary of the skills and experience of each nominee, see our competency matrix on page 33.

 

16 CAMECO CORPORATION

		Catherine Gignac Chair of the Board

 

2024 MANAGEMENT PROXY CIRCULAR 17

		Daniel Camus

 

18 CAMECO CORPORATION

		Chief Tammy Cook-Searson

 

2024 MANAGEMENT PROXY CIRCULAR 19

		Tim Gitzel

 

20 CAMECO CORPORATION

		Kathryn (Kate) Jackson

 

 

2024 MANAGEMENT PROXY CIRCULAR 21

		Don Kayne

 

22 CAMECO CORPORATION

		Dominique Minière

 

2024 MANAGEMENT PROXY CIRCULAR 23

		Leontine van Leeuwen-Atkins

 

24 CAMECO CORPORATION

2023 Meeting attendance

Directors are expected to attend all board and committee meetings. We recognize that directors may receive short notice for special meetings and we expect them to make their best effort to attend them. We must have a majority of directors in attendance to hold a meeting and transact business.

The board and committees meet in camera without management present at each meeting, and the independent directors meet in camera at least once a year in accordance with our governance guidelines. The chair or the committee chair, as the case may be, presides over the in camera sessions.

The table below is a summary of the meetings held in 2023 and the overall attendance record. Meeting attendance for each director is provided in the director profiles beginning on page 17.

 

		Number of meetings				Overall    meeting attendance1
Board			8				99%
Audit and finance			5				100%
Human resources and compensation			4				94%
Nominating, corporate governance and risk			4				75%
Safety, health and environment			4				91%
Technical			3				93%
Total			28				94%

 

1.	During a specific time period in 2023 two board members had serious personal matters that they had to attend to, and specific committee meeting attendance was lower than 100% as a result. They were briefed on, and had the opportunity to comment on, the business of the missed meetings.

The board chair is a member of each board committee and the respective board chair attended all committee meetings in 2023 (Ian Bruce until his passing in October 2023 and Catherine Gignac from December 1 to 31, 2023).

Board committees function independently of management. Therefore, Tim Gitzel, our president and CEO, is not a member of any board committee but is invited to attend all committee meetings. He attended each committee meeting held in 2023.

Director compensation and share ownership

Our director compensation program aligns with market practice and recognizes the time commitment, responsibility and attention directors devote to board and committee responsibilities throughout the year. The human resources and compensation committee assists the board in overseeing the director compensation policies and program. You can read about compensation governance starting on page 66.

Approach

Our director compensation program has the following objectives:

 

·

recruit and retain qualified individuals to serve as members of our board and contribute to our overall success

 

·

align the interests of our board and shareholders by requiring directors to own Cameco shares or share equivalents and to meet our share ownership guidelines within five years of joining the board

 

·

pay competitively by positioning compensation at the median of director compensation paid by companies that are comparable in size and similar to Cameco in the nature and scope of operations. We use the same comparator group to benchmark executive and director compensation (see page 70).

Share ownership requirements

Share ownership is an important function of compensation governance. We require each director to own Cameco shares or deferred share units (DSUs) to align the interests of our directors and shareholders. The human resources and compensation committee regularly reviews our share ownership requirements to make sure they continue to align with market practice. Directors must hold at least three times their annual retainer in Cameco equity within five years of joining the board, and they must receive at least 60% of the annual retainer in DSUs until they meet the ownership requirement. The board chair has a higher ownership requirement because of the higher retainer, and a director who assumes the chair position has an additional three years to meet the increased level. Catherine Gignac, who was appointed board chair effective December 1, 2023, meets the board chair ownership requirement. As president and CEO, Tim Gitzel is required to meet our executive share ownership requirements (see page 71).

 

2024 MANAGEMENT PROXY CIRCULAR 25

Directors can count Cameco shares and DSUs to meet the ownership guidelines. A DSU is a notional share that has the same value as one Cameco common share. DSUs earn additional units as dividend equivalents at the same rate as dividends paid on our common shares. DSUs can only be redeemed by directors after they retire from the board.

Once directors have met the share ownership guidelines, they can receive all their retainer and fees in cash, or a portion in cash and the balance in DSUs in increments of 25%, but they must decide before the beginning of each fiscal year. The director compensation table below shows the percentage of the annual retainer paid in DSUs in 2023 for each director.

To assess compliance, we use our year-end closing share price on the TSX or the price the shares or units were acquired at, whichever is higher. As of December 31, 2023, directors held DSUs worth a total of $32,244,238 (representing approximately 564,400 common shares) based on the year-end closing price of Cameco shares on the TSX ($57.13). Tim Gitzel meets his executive share ownership guidelines (see page 72).

 

														Value of holdings (using share ownership guideline value)				Value of				Multiple
						Total holdings												holdings1				achieved
																										Meets guideline or
		Annual				Cameco												Using market value								deadline to meet
Name		retainer				shares				DSUs								at year-end								guideline
Catherine Gignac2			$375,000				20,000				37,045				$3,259,319				$3,258,999				8.7x				Yes
Daniel Camus			$200,000				–				93,307				$5,332,324				$5,330,609				26.7x				Yes
Tammy Cook-Searson			$200,000				–				1,081				$64,752				$61,761				0.3x				September 1, 2028
Kate Jackson			$200,000				–				42,328				$2,418,552				$2,418,186				12.1x				Yes
Don Kayne			$200,000				–				108,650				$6,211,694				$6,207,195				31.0x				Yes
Dominique Minière			$200,000				–				961				$57,552				$54,913				0.3x				September 1, 2028
Leontine van Leeuwen-Atkins			$200,000				3,252				14,662				$1,025,396				$1,023,412				5.1x				Yes
Ian Bruce2			$375,000				75,000				97,387				$9,849,802				$9,848,487				26.3x				Yes
Don Deranger			$200,000				–				76,223				$4,355,301				$4,354,643				21.8x				Yes
Jim Gowans			$200,000				9,000				92,756				$5,815,057				$5,813,340				29.1x				Yes

 

1.	Based on total holdings multiplied by the 2023 year-end closing share price of $57.13 on the TSX.

 

2.	Ian Bruce was the board chair until October 15, 2023 and Catherine Gignac was appointed board chair effective December 1, 2023.

Director fee schedule

The table below shows our 2023 director fee schedule. Tim Gitzel is compensated in his role as president and CEO and does not receive any director compensation.

 

ANNUAL RETAINER
Chair of the board Other directors			$375,000 $200,000
COMMITTEE CHAIR RETAINERS
Audit and finance committee Human resources and compensation committee Other committees (nominating, corporate governance and risk committee, safety, health and environment committee and the technical committee)			$25,000 $25,000 $15,000
COMMITTEE MEMBER RETAINERS (not including chairs)
Audit and finance committee Human resources and compensation committee Other three committees (per committee)			$10,000 $10,000 $5,000
TRAVEL FEES (PER ROUND TRIP)
Over 1,000 km within Canada From the US From outside North America			$1,700 $2,100 $3,300

Non-executive directors do not participate in our incentive compensation plans or pension plans.

 

26 CAMECO CORPORATION

2023 Director compensation details

The next table shows the fees earned by each non-executive director in 2023 and the percentage of the annual retainer paid in DSUs.

 

		Annual retainer						Committee retainers								Travel fee				Total paid				% of annual retainer paid in DSUs
Name		Board						Member				Committee chair
Catherine Gignac1			$214,742						$13,736				$13,736				$1,700				$243,914				0%
Daniel Camus			$200,000						$10,000				$25,000				$1,700				$236,700				25%
Tammy Cook-Searson2			$66,304						$3,315				–				$1,700				$71,319				90%
Kate Jackson			$200,000						$20,000				$15,000				$4,200				$239,200				0%
Don Kayne			$200,000						$5,000				$25,000				$1,700				$231,700				100%
Dominique Minière2			$66,304						$6,630				–				–				$72,934				80%
Leontine van Leeuwen-Atkins			$200,000						$20,000				–				$3,400				$223,400				60%
Ian Bruce3			$296,535						–				–				$1,700				$298,235				50%
Don Deranger			$200,000						$15,000				–				$3,400				$218,400				0%
Jim Gowans			$200,000						$15,000				$15,000				$5,100				$235,100				25%
Total			$1,843,885						$108,681				$93,736				$24,600				$2,070,902				–

 

2.	Retainers paid to Catherine Gignac reflect her service as board chair since December 1, 2023. Upon becoming the board chair, she ceased to be separately compensated as a member or the chair of any committee.

 

3.	Retainers paid to Tammy Cook-Searson and Dominique Minière have been pro-rated as they joined the board on September 1, 2023.

 

4.	Retainers paid to Ian Bruce reflect his service as board chair until October 15, 2023.

Incentive plan awards – DSUs

The next table shows what each non-executive director earned in DSUs in 2023. We have combined information from two mandatory tables: Incentive plan awards – Value vested or earned during the year and Outstanding share-based and option-based awards into the table below:

 

●

Share-based awards – Value vested during the year is the value of DSUs that the directors received in 2023, valued as of the grant dates. It includes all the DSUs that vested as of the grant date and DSUs granted as dividend equivalents in 2023.

 

●

Share-based awards – Market or payout value of vested share-based awards not paid out or distributed provides the value of all the directors’ DSUs that have vested. The DSUs were valued at the year-end closing price of Cameco shares on the TSX of $57.13. DSUs are not paid out until after the director retires from the board.

 

Name		Share-based awards
		Value vested during the year				Market or payout value of vested share-based awards not paid out or distributed
Catherine Gignac			$4,437				$2,116,399
Daniel Camus			$70,321				$5,330,609
Tammy Cook-Searson			$63,470				$61,761
Kate Jackson			$5,069				$2,418,186
Don Kayne			$244,600				$6,207,195
Dominique Minière			$56,390				$54,913
Leontine van Leeuwen-Atkins			$121,697				$837,625
Ian Bruce1			$160,766				$5,563,737
Don Deranger			$9,129				$4,354,643
Jim Gowans			$69,855				$5,299,170
Total			$805,734				$32,244,238

 

1.	Ian Bruce passed away on October 15, 2023 and he ceased to be a director on that date.

You can read about the number of Cameco shares and DSUs held by each director in the director profiles beginning on page 17 and the share ownership table on page 26.

Loans to directors

As of March 11, 2024, we and our subsidiaries had no loans outstanding to any current or former directors, except routine indebtedness as defined under Canadian securities laws.

 

2024 MANAGEMENT PROXY CIRCULAR 27

 

28 CAMECO CORPORATION

About the board

 

Board structure, composition and succession

The nominating, corporate governance and risk committee regularly reviews the composition of the board to make sure we have an appropriate combination of skills, experience, tenure and perspectives. The board recognizes the need to balance skills and experience with the need for new perspectives. The nominating, corporate governance and risk committee is responsible for ensuring that the board’s succession planning process and policy on tenure and retirement provide for board refreshment that meets our ongoing needs. The committee is also responsible for the annual review of board composition and the nomination process.

Board independence

We believe that a substantial majority of our directors must be independent for the board to be effective and that the audit and finance committee, human resources and compensation committee and the nominating, corporate governance and risk committee must be 100% independent. The majority of directors are unrelated to Cameco.

A director is independent if they are not a member of management and do not have a direct or indirect material relationship with Cameco. A relationship is material if it could reasonably interfere with a director’s ability to make independent decisions, regardless of any other association they may have.

We have a robust three-step process for assessing independence:

 

·

directors complete a detailed questionnaire

 

·

the board reviews directors against our independence criteria, considering all relevant facts and circumstances, including the relationship the director may have with Cameco – and any relationship that their spouse, children, principal business affiliations and any other relevant individuals have with the company

 

·

directors declare any material interest in matters that may come before the board.

The nominating, corporate governance and risk committee assists the board in its independence assessment for board membership purposes and for service on the audit and finance committee and the human resources and compensation committee.

Our independence criteria meet the standards of the Canadian Securities Administrators as set out in National Instrument 52-110 – Audit Committees, National Policy 58-201 – Corporate Governance Guidelines and the NYSE corporate governance standards, including the more stringent independence tests set out under the applicable Canadian and US and NYSE governance rules for the independence of audit committee and human resources committee members. We review the criteria and director independence status every year, and you can find our complete definition of independence on our website (cameco.com/about/governance).

Leadership and independence assessment

We have maintained separate chair and CEO roles since 2003. The chair of the board is an independent director who serves a five-year term and is appointed by the board. The chair facilitates the board’s independent oversight of management, promotes communication between management and the board, and leads the board’s discussion of key governance matters. Our CEO has primary responsibility for the operational leadership and strategic direction of Cameco.

The board believes this leadership structure is appropriate because it effectively allocates authority, responsibility and oversight between management and the board. The chair and CEO positions each have a formal position description that describes the terms and responsibilities of the role. These are available on our website (cameco.com/about/governance).

 

2024 MANAGEMENT PROXY CIRCULAR 29

INDEPENDENT CHAIR				INDEPENDENT BOARD
Catherine Gignac currently serves as independent chair of the board.   Key responsibilities include:   ·   leading, managing and organizing the board consistent with our approach to governance   ·   encouraging high performance and commitment of all directors   ·   overseeing the board’s strategic focus to ensure that it represents Cameco’s best interests   ·   helping to set the tone and culture of Cameco   ·   overseeing the board’s procedures so it can carry out its work effectively, efficiently and independently of management   ·   overseeing all board matters so they are properly addressed and brought to resolution as required   ·   requiring any matters delegated to the board committees to be properly carried out   ·   acting as the liaison between the board and the CEO and providing advice, counsel and mentorship to the CEO   ·   meeting with shareholders and other stakeholders in consultation with management   ·   participating in the recruitment and orientation of new directors   ·   ensuring that Cameco provides timely and relevant information and access to other resources to support the board’s work.				A majority of our board must be independent and our strong governance practices support an effective board:   ·     Six of our eight director nominees are independent – Tim Gitzel is not independent because he is our CEO and an executive officer of Cameco and Tammy Cook-Searson is Chief of the Lac La Ronge Indian Band and President of Kitsaki Management Limited Partnership, the entity that manages the Band’s economic development activities, including businesses that receive payments from Cameco as part of our Indigenous/local procurement strategy.   ·    Board tenure limits – we are committed to board refreshment. To strike a balance between retaining directors with deep knowledge of the company, the industry and the key risks and opportunities facing Cameco, the board has set term limits and a retirement age. The average tenure of the non-executive nominee directors as a group is 6.3 years   ·     In camera sessions – the non-executive directors meet without management present at each board and committee meeting, and the independent directors meet without management present once a year according to our governance guidelines   ·     Independent compensation consultant – the human resources and compensation committee retains an external compensation consultant that is independent of Cameco and management as required by independence standards set for our compensation consultants   ·    Independent review of board assessments – an independent third party conducts a board effectiveness assessment every five years. This review is in addition to annual board, committee and director assessments   ·     External advisors – each board committee may engage external advisors at Cameco’s expense without the approval of the board or management so they have access to independent advice.

The board evaluates the independence of each director nominee annually. The process involves assessing the relationship between each nominee and Cameco, using our independence criteria and a multi-step process to determine whether there is a material or other disqualifying relationship that could affect the nominee’s ability to exercise independent judgment.

The board has determined that all the director nominees are independent other than Tim Gitzel and Tammy Cook-Searson.

Term limits and retirement

Under Cameco’s governance guidelines, once a director turns 75 or has served more than 15 years on the board, whichever is earlier, they will not stand for re-election at the next annual meeting. In exceptional circumstances, the board has the discretion to recommend a director for re-election for an additional one-year term outside the terms of our retirement age or term limit if it is in the best interests of the company. The CEO typically resigns from the board when they cease serving as CEO of Cameco.

 

30 CAMECO CORPORATION

Board chair succession

Cameco’s process for selecting the chair of the board is based on an assessment of specific competencies, and principles such as fairness and transparency, consensus building, free and unfettered discussion, confidentiality and the importance of the chair/CEO relationship. The term for serving as board chair is five years and may be extended at the discretion of the board.

Catherine Gignac was appointed chair of the board effective December 1, 2023, succeeding Ian Bruce following his passing on October 15, 2023. Ian was appointed board chair in May 2018 and his term was extended for one year for continuity to complete Cameco’s proposed acquisition of 49% of Westinghouse. The acquisition received the required regulatory approvals on November 3, 2023, and the transaction closed on November 7, 2023.

The nominating, corporate governance and risk committee regularly discusses board succession and board chair succession as part of its responsibilities.

Director succession and recruitment

The nominating, corporate governance and risk committee is responsible for the director recruitment process and overseeing board succession. It reviews the director competency and attribute matrix annually to help ensure that the board has an appropriate mix of diversity, skills and experience. It also monitors upcoming director retirements to identify specific skills that may be desirable in new candidates.

To reach its recruitment goals, the board is relying on the tools and processes implemented by the nominating, corporate governance and risk committee as part of the director succession process. The committee:

 

·

maintains an evergreen list of suitable candidates based on their skills, experience, character, integrity, judgment, record of achievement, diversity and other qualities or qualifications that would enhance overall composition and oversight capabilities of the board, and considers any recommendations made by shareholders

 

·

follows established guidelines and procedures for recruiting and selecting the best candidates

 

·

may use the services of an external search firm to cast a wide net to bring forward the best candidates

 

·

encourages directors to provide feedback on the composition of the board, as part of the annual self-assessment of directors, chairs, and the board and its committees.

The committee generally follows a tiered interview process to determine the most suitable candidates. A selection committee (consisting of the chair of the board, committee chair and the CEO) interviews the candidates, and additional interviews are conducted by the nominating, corporate governance and risk committee and other committee chairs as necessary.

In 2023, the chair of the nominating, corporate governance and risk committee led a diligent recruitment process to identify qualified director candidates. This resulted in the appointment of Tammy Cook-Searson and Dominique Minière to the board effective September 1, 2023. Tammy has strong leadership and business development skills arising from her background as Chief of the Lac La Ronge Indian Band in northern Saskatchewan and President of Kitsaki Management Limited Partnership, the entity that manages the Band’s economic development activities. Dominique has a strong nuclear industry background and brings executive leadership and strategy and international business and cultural perspectives to the board.

Nomination process

The nominating, corporate governance and risk committee assesses the diversity, skills and experience of the board and is responsible for recommending director candidates for nomination on an annual basis. In assessing potential candidates, the committee reviews the list of potential conflict situations, as well as a report on actual and potential conflicts of interest, among other things, before recommending the nominees for election by shareholders.

Shareholders may at any time submit names of individuals for the board to consider as director nominees. The committee will consider any submissions when assessing the diversity, skills and experience required on the board to enhance overall composition and oversight capabilities. For additional information on nominating individuals, please see page 59.

 

2024 MANAGEMENT PROXY CIRCULAR 31

Skills, attributes and experience

We believe that a board that has certain core attributes and a broad mix of skills and experiences is best equipped to oversee our affairs and strategic direction and priorities, understand issues that can arise with a company of our size and complexity, and make informed decisions to support our business and aspirations. The board uses a core attributes and competency matrix to assist in defining the optimal characteristics of the board.

The nominating, corporate governance and risk committee reviews the matrix annually to help ensure that the skills and experiences reflect the strategic direction of the company. They also utilize the matrix to assess the skills, experience and attributes of continuing directors against the matrix, to identify any gaps that would strengthen the board going forward, and to inform the director succession process. After the committee’s review of the matrix in 2023, it recommended some refinements to the matrix that the board approved and are reflected in the list of the directors’ skills and experiences set out in this circular.

Core attributes

We expect all our directors to possess the following 10 core attributes:

 

✓		Business judgment Track record of leveraging experience and wisdom in making sound strategic and operational business decisions. Demonstrates business acumen and a mindset for risk oversight
✓		Integrity and accountability Demonstrates good character and insists on high ethical standards, recognizes and avoids potential and actual conflicts of interest, maintains strict confidentiality, is accountable for board decisions, acts in Cameco’s best interests and maintains public confidence and goodwill of Cameco’s shareholders and other stakeholders
✓		Engagement Actively participates in meetings and develops a strong understanding of Cameco’s business. Demonstrates an information-seeking orientation and knowledge of current issues and trends affecting public companies. Exhibits familiarity with international, national, and local affairs
✓		Commitment Has the time and energy required to travel, attend and contribute to board and committee functions and take leadership roles as required
✓		Teamwork Demonstrates perception, acuity, tact and rapport to build constructive working relationships and dynamics that engender mutual trust, respect and contribution. Demonstrates an orientation toward resolving differences of opinion, forging consensus, reaching solutions and maintains resiliency and composure under difficult circumstances
✓		Communication Ability to listen carefully, raise questions constructively, and encourage and build upon open discussion of key issues
✓		Independent mindedness Willingness to formulate or maintain one’s own views and to challenge the prevailing opinion
✓		Financial literacy Ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by Cameco’s financial statements. Knowledge of IFRS and an understanding of internal controls and procedures for financial reporting
✓		Record of achievement History and reputation of achievement that demonstrates the ability to perform at the highest level and that reflects high standards for oneself and for others
✓		Innovation Ability to consider matters through an innovative lens, with vision, curiosity, creativity, and an entrepreneurial mindset

Skills and experience

Each director completes a self-assessment of their competencies annually to identify where they have significant or demonstrable experience.

The chair of the nominating, corporate governance and risk committee or the board chair meets with each director to review their self-assessment. The committee reviews the results for consistency and to be satisfied that the directors possess skills in these areas.

See the director profiles beginning on page 17 for a list of each nominee’s key skills and experience.

 

32 CAMECO CORPORATION

The table below shows the skills and experience of this year’s nominated directors.

 

Executive leadership and strategy Experience as a CEO or senior executive officer of a publicly listed company or major international organization with significant experience developing strategy and driving strategic direction, and leading and managing growth

·

·

·

·

·

·

·

Governance Experience with mature and evolving governance practices and structures in a company similar in scope and scale to Cameco that support the creation of a competent and diverse board, a strong corporate policy framework, effective decision-making, reliable information, compliance and disclosure

·

·

·

·

·

·

·

·

Risk governance Experience with respect to enterprise risk management systems, including the oversight of risk tolerance, modern risk management processes, the relationship between risk and strategy and the specifics of risk management.

·

·

·

·

·

·

·

·

ESG/Sustainability Experience assessing challenges and opportunities facing business brought about by ESG and sustainability issues, creating or overseeing strategic initiatives related to sustainability and ESG, creating policies, plans and targets, metrics and measurement, and reporting related to sustainability and ESG

·

·

·

·

·

·

·

Operational excellence and safety Experience as a senior executive in a complex operating environment, creating and maintaining a culture focused on safety, the environment and operational excellence

·

·

·

·

·

People, compensation, talent and culture Experience leading and overseeing human resources, organizational culture, talent management (including attraction, development, retention, succession planning and diversity and inclusion), pensions and compensation of a publicly listed organization similar in scope and scale to Cameco

·

·

·

·

·

·

·

·

Business growth and transformation Experience as a senior executive with demonstrated success and significant experience in an evolving industry, including experience in capital allocation, mergers and acquisitions (including integration), capital markets, leading growth and change, vertical integration, using technology to advance business objectives, and international expansion

·

·

·

·

·

·

·

·

Financial leadership, accounting and audit Financial experience as a CPA, current or former Chief Financial Officer, or senior financial consultant who has strong financial and accounting experience advising with respect to, or managing, the financial activities of a publicly listed company similar in breadth and complexity to Cameco including financial reporting, financial planning, forecasting, financial risk management, sustainability, audit and internal controls

·

·

·

Digital, technology and cyber security Experience overseeing complex technological systems (particularly as they relate to mining operations, manufacturing, vertical integration), emerging technologies and/or cyber security functions

·

·

·

·

·

·

Stakeholder and rights holder relations Experience with stakeholder engagement, including communications with stakeholders (e.g., customers, communities, employees, government, media) and rights holders, including Indigenous communities

·

·

·

·

·

·

·

Investor relations Experience in capital markets, including communications and engagement with shareholders, understanding the perspectives of major, long-term and other investors, and experience with the domestic and international business community

·

·

·

·

·

·

Geopolitical, government, regulatory Experience working with government and regulators at a senior level and a strong understanding of the workings of government, regulation and public policy, including regulatory experience in the US, Canada and/or Europe and a deep understanding of the regulatory landscape and the impact of regulation on Cameco’s business

·

·

·

·

·

·

Nuclear industry Experience as a senior executive in the nuclear industry in areas relevant to Cameco’s opportunities and risks (e.g., industry business issues, emerging technologies and products, vertical business integration, customers, competitors, design and innovation, domestic and international regulatory environment)

·

·

·

·

International business and cultural perspectives Experience working with companies that operate in the same international jurisdictions as Cameco operations (current or developing) or Cameco customers, with a thorough understanding of the business, economic, commodity-trading, cultural, regulatory, and geo-political environment. Relevant jurisdictions include the US, Europe, India and China

·

·

·

·

·

·

·

Capital projects Experience overseeing and evaluating large capital projects, and project management

·

·

·

·

·

·

·

·

Mining operations and exploration Experience leading a mining company with reserves, technology, exploration and operations expertise

·

·

Climate Experience assessing challenges and opportunities facing the business brought about by climate change

·

·

·

·

·

·

·

 

2024 MANAGEMENT PROXY CIRCULAR 33

Board diversity

The board has a mix of diverse skills, backgrounds, experience, gender and age that reflects the evolving demographics and geographic areas where we carry out business. The board believes that having a diverse board is important for sound decision-making and good governance.

The board has a formal written diversity policy, which includes a set of measurable targets for achieving diversity. To date, establishing and achieving measurable targets on the board for the representation of women and individuals with an Indigenous heritage have been our priority. The board is currently composed of 10 directors, each of whom has experience and skills relevant to serving on the board of a publicly traded company in the nuclear fuel business. We are based in Saskatchewan, with significant operations located in the province’s north. To reflect the diversity of the communities in which we operate and given the size of the board and unique expertise required for board service, we have prioritized efforts to improve the representation of women and individuals with an Indigenous heritage on the board, rather than setting fixed targets for the representation of persons with disabilities and members of visible minorities.

The nominating, corporate governance and risk committee reviews board diversity every year, including the policies and appropriate diversity targets for Cameco.

 

Gender   Cameco values gender diversity and acknowledges, supports, and respects all genders, gender identities, gender modalities and gender expressions. Our board diversity policy, which we adopted in 2014, requires at least 30% of directors to be women. Women represent 50% (four directors) of this year’s nominees. The percentage of women directors is considered when identifying director candidates for appointment or nomination for election to the board.

In December 2023, Catherine Gignac was appointed Cameco’s first woman chair of the board. Two of the board’s five standing committees are chaired by women.

Indigenous perspective

The board is committed to building long-lasting and trusting relationships with communities where we operate, and a significant portion of Cameco’s operations are in northern Saskatchewan. Our diversity policy requires at least one director to have an Indigenous heritage and be from Saskatchewan to bring an understanding of the culture, heritage, values, beliefs and rights of the local Indigenous peoples to the board. One (13%) director nominee is Indigenous. The representation of directors with an Indigenous heritage is considered when identifying and nominating candidates for election or re-election to the board.

 

Geographic representation   The board also believes it is important to have directors with experience living or working in jurisdictions where we operate or do business. Our diversity policy requires the board to have directors with extensive experience in geographic areas where Cameco has or anticipates having significant business interests.   The residency distribution of our directors is shown in the image to the right. One director nominee is a US citizen and resident, and one director nominee, residing in Canada, is a French citizen. Two director nominees have dual citizenship – Canadian and French citizenship and Canadian and Dutch citizenship.   Our board is subject to, and complies with, the terms of the Investment Canada Act and the Uranium Non-Resident Ownership Policy, which require at least two-thirds of our directors to be Canadian citizens, and the CBCA, which requires at least half of our directors to be Canadian residents.

 

Age   While the board recognizes the correlation between age and experience, it believes that directors of varying ages bring a wider range of viewpoints. Our diversity policy requires the board to represent a range of ages.

 

34 CAMECO CORPORATION

Board, committee and director assessments

The nominating, corporate governance and risk committee oversees the annual performance and effectiveness assessment of the board, committees, the CEO and individual directors. We use questionnaires for the annual process and an independent third party assesses the board, committees and directors every five years.

Questions are formulated to solicit open and meaningful feedback on the board’s effectiveness and its proficiency in providing oversight and guidance on Cameco’s affairs. Assessments are administered confidentially and typically cover the operation of the board, the adequacy of board materials provided, meeting structure, agenda planning, the strategic direction and process, and the board’s oversight of the company’s affairs.

The results are used to assess the board, the CEO, the composition of the committees, meeting effectiveness and the assessment framework, identify any gaps in skills and experience to ensure that the board is making the best use of each director’s expertise, and other aspects to enhance board performance. Board assessment results are shared with all board members and committee assessment results are shared with their respective committee members.

Directors also self-assess their skills, performance and relevant experience. One-on-one discussions are held with either the board chair or the chair of nominating, corporate governance and risk committee to discuss capacity and commitment as well as education opportunities. Directors also have an opportunity to give candid feedback on any issues or concerns relating to their performance, the performance of their peers, or the functioning of the board.

Updates on priorities, action plans and improvement opportunities are identified and discussed at the board and committee levels, and action plans are developed as required. We view the board effectiveness assessment process as ongoing and dynamic to ensure proper and effective functioning of the board and its committees.

 

FEEDBACK		>		ANALYSIS		>		OUTCOMES
Feedback is collected through questionnaires and through one-on-one meetings between either the board chair or the chair of the nominating, corporate governance and risk committee and the directors.   The board is evaluated by all directors.   The board chair is evaluated by all directors, including the CEO.   The committees and committee chairs are evaluated by committee members.   Each non-executive director completes a self-assessment and has opportunity to provide feedback on fellow directors.   The CEO is evaluated by all non-executive directors.				The board and nominating, corporate governance and risk committee review the board assessment results.   The nominating, corporate governance and risk committee reviews the board chair assessment results.   The applicable committees review the committee assessment results.   The board chair and the chair of the nominating, corporate governance and risk committee review the committee chair assessment results and the director assessments.   The board chair and the chair of the human resources and compensation committee review the CEO assessment results and meet with the CEO to discuss. The board and the human resources and compensation committee discuss the CEO assessment results.				Priorities and action plans are developed for the board, the board chair, the committees, and the committee chairs, as required.   Development opportunities are identified, as required, for each director.

 

2024 MANAGEMENT PROXY CIRCULAR 35

Independent board assessment

A board effectiveness assessment was conducted by an independent governance advisory firm in 2022. The process included interviews with all directors and executive officers and an assessment of our board composition, succession planning and board renewal processes. The assessment results were presented to the board and an action plan was developed following the board’s review of the governance consultant’s advisory work. Progress on the action plan is being monitored by the nominating, corporate governance and risk committee and the next third-party board effectiveness assessment is scheduled for 2027.

Director development

Our directors are knowledgeable about our business and the issues affecting it, the nuclear industry, governance, compensation, and related matters. We believe that our director education program gives them additional knowledge to help effectively oversee our business and affairs and stay abreast of important developments and issues relevant to Cameco.

Orientation

Our onboarding and orientation program familiarizes new directors with Cameco, issues facing the company, our strategy, culture, and values, and what we expect of individual directors, the board and committees. All new directors receive orientation so they can be fully engaged and contribute to the board and committees in meaningful ways.

New directors receive mentorship from a longer serving director and orientation that includes:

 

·

a company and board orientation session on the organization, including Cameco’s history, culture and values, strategy and business, director expectations and corporate governance practices

 

·

information about Cameco and the uranium and nuclear industries, including copies of our recent regulatory filings, financial statements, governance documents and key policies

 

·

presentations from management on the nuclear industry

 

·

round-table discussions with the committee chairs and appropriate management representatives for committees they are joining.

All directors can participate in any part of the orientation program. Existing directors who join new committees also attend round table discussions as required.

Continuing education

The board recognizes the importance of continuing education for directors. Directors enhance their understanding of our business by attending:

 

·

presentations by management on issues relating to key business decisions, strategic planning and enterprise risks

 

·

presentations on topics requested by directors

 

·

Cameco-operated facility or other nuclear facility tours

 

·

conferences, webinars and seminars

 

·

informal social gatherings with senior management.

The nominating, corporate governance and risk committee is responsible for the board education program, which includes a budget and approval process. Educational needs are identified through the director self-assessment questionnaire, in individual meetings with either the chair of the board or the chair of the nominating, corporate governance and risk committee, and in board and committee meetings. The corporate secretary’s office regularly communicates with board members about educational opportunities, including relevant conferences, webinars and other events.

Management makes presentations to the board and committees throughout the year to expand the board’s knowledge of the business, the industry and the key risks and opportunities facing Cameco. Topical published materials are sent to directors or included in meeting materials as supplemental reading. Directors enhance their practical knowledge of Cameco’s operations and the nuclear industry through visits to Cameco-operated facilities or other nuclear facilities.

 

36 CAMECO CORPORATION

We pay for director education, including the cost for directors to attend conferences or seminars that the board deems appropriate for keeping abreast of developments in the uranium and nuclear industries, corporate governance, and the best practices relevant to their roles as Cameco directors and their responsibilities on specific committees. A board membership with the Institute of Corporate Directors (ICD) gives directors access to its director development and educational opportunities and governance resources. Directors attend sessions offered by the ICD, the National Association of Corporate Directors (NACD) and other education providers to stay current on developments in governance and areas relating to their committee responsibilities.

Our directors attended a number of conferences, webinars and e-forums in 2023 as summarized in the table below.

 

2023 Director development highlights
Nuclear industry, the uranium market and energy
World Nuclear Association Symposium 2023, World Nuclear Association (WNA)		Ian Bruce		Tim Gitzel
		Daniel Camus		Don Kayne
		Don Deranger		Leontine van Leeuwen-  Atkins
		Catherine Gignac
Market update, Tradetech management		All board members
New to the Game: A global growth perspective of SMR deployment progress		Catherine Gignac
Governance and compensation
ICD Annual conference – Breakthrough Boardrooms, ICD		Daniel Camus
		Catherine Gignac
		Leontine van Leeuwen-Atkins
Governance in Uncertain Times, ICD		Catherine Gignac
		Leontine van Leeuwen-Atkins
Risk, ESG, sustainability and cyber security
Safety at Port Hope Conversion Facility, Cameco management		Ian Bruce Don Deranger Jim Gowans		Kate Jackson Don Kayne
Sustainability for Audit Committees, Deloitte		Leontine van Leeuwen-Atkins
The Future of Sustainability Reporting with ISSB Standards, ICD		Leontine van Leeuwen-Atkins
Tech-Savvy boards: Perspectives and Insights on Technology, Deloitte		Leontine van Leeuwen-Atkins
Supreme Court of Canada & Federal Impact Assessment Act, Cassels		Catherine Gignac
Navigating the AI Revolution, Caldwell Partners		Catherine Gignac
International Business: Understanding and Managing Risks, Athabasca University		Tammy Cook-Searson
Audit and finance
Quarterly and year-end accounting webcasts, PwC		Leontine van Leeuwen-Atkins
Audit Committee Roundtable, KPMG		Catherine Gignac
Audit Committee Forum, CPAB		Daniel Camus
Annual Mining Executive and Director Forum, KPMG		Daniel Camus
The economy and geopolitics
Kazakhstan Geopolitical Risk, PRISM		All board members
Implications of the Silicon Valley Bank collapse for board members, NACD		Catherine Gignac
Climate
ISSB Sustainability Standard, KPMG		All board members
Navigating Climate Governance: Legal Update for Directors, ICD		Leontine van Leeuwen-Atkins
Bill Gates on Nuclear Energy and Reaching Net Zero, IAEA		Leontine van Leeuwen-Atkins
360 by Deloitte Climate Week, Deloitte		Catherine Gignac

 

2024 MANAGEMENT PROXY CIRCULAR 37

Board committees

The board carries out its responsibilities directly and through its five standing committees. Committee work fulfills a specific governance role and supports our four measures of success – outstanding financial performance, a safe, healthy and rewarding workplace, a clean environment and supportive communities. The committee structure helps ensure directors can devote the requisite skills, time and attention to specific matters and supports the board in effectively overseeing our business and affairs and providing sound governance. Each committee sets aside time at each meeting to meet in camera and reports the business of its meetings to the board in a timely manner.

Committee responsibilities

Each standing committee assists the board in providing detailed oversight in key areas and has a mandate that sets out the duties and responsibilities of the committee and its chair. Each committee reviews its mandate annually and its performance against the committee mandate.

Specific matters that each committee oversees are addressed in the annual work plan, which drives the committee’s priorities and activities for the year.

Each committee chair is responsible for determining the meeting agenda, how often the committee will meet, the conduct of each meeting, and chairing the committee meetings, as set out in each committee mandate.

Committee membership

Committee membership is reviewed annually. We strive for periodic rotation of committee members but do not mandate it so we can benefit from the continuity and experience of committee members as appropriate. We also strive for periodic rotation of the committee chairs and each chair position is reviewed annually.

Changes are based on the recommendations of the board chair and the chair of the nominating, corporate governance and risk committee and are made in a way that seeks to balance continuity and the need for fresh perspectives, while recognizing each director’s particular areas of expertise.

Cross-committee attendance

Directors can attend any board committee meeting. All members of the board attend the portion of the human resources and compensation committee meetings on the succession plan, which includes audit and finance committee participation and discussion around the CFO and senior finance personnel.

The chair of the safety, health and environment committee attends the portion of the human resources and compensation committee meeting when it reviews the safety, environment and supportive communities’ corporate performance and sets targets for the following year. The chair of the audit and finance committee attends the portion of the human resources and compensation committee meeting when it reviews the financial corporate performance and sets targets for the following year.

The chair of the technical committee reports annually to the audit and finance committee on Cameco’s reserves and resources.

Access to management and outside advisors

The board and committees can invite any member of management, outside advisor or other person to attend their meetings.

Committees can engage outside advisors to assist in carrying out their duties, as authorized by their mandates. Individual directors can also engage outside advisors, as long as they receive prior approval from the nominating, corporate governance and risk committee. The human resources and compensation committee engaged an independent compensation consultant in 2023.

Committee reports

The following reports set out each committee’s key responsibilities and highlights for 2023.

 

38 CAMECO CORPORATION