Exhibit 99.3

 

WHAT’S INSIDE
Message from the Chair of the Board and the CEO		1
Notice of our 2022 annual meeting of shareholders		4
Management proxy circular		5
Business of the meeting		6
Delivery of meeting materials		8
Voting		8
About the nominated directors		14
Director profiles		14
2021 Meeting attendance		24
Director compensation and share ownership		24
Governance at Cameco		28
About the board		29
Our corporate governance		44
Key policies and practices		44
How the board operates		44
Our expectations of directors		52
Stakeholder engagement		55
Other information		57
Executive compensation		59
Message from the Chair of Human Resources and Compensation Committee		60
Compensation discussion and analysis		62
Our 2021 named executive officers		63
Compensation governance		64
Compensation decision-making process		67
Our approach to executive compensation		68
Compensation components		71
2021 Performance and compensation decisions		78
CEO compensation summary		89
2022 Compensation decisions		92
2021 Compensation details		93
Summary compensation table		93
Incentive plan awards		95
Equity compensation plan information		97
Pension benefits		98
Loans to executives		100
Termination and change of control		101
Appendices		105

Message from the Chair of the Board

and the CEO¹

 

Ian Bruce, Chair		Tim Gitzel, CEO				On behalf of the board of directors and management, we are pleased to invite you to Cameco’s annual meeting of shareholders at 8:30 a.m. (CST) on May 10, 2022.   The attached management proxy circular provides important information about the business of the meeting, the voting process, this year’s nominated directors, our corporate governance practices, our approach to executive compensation, and our 2021 compensation decisions. Your vote is important, so please remember to vote your shares.   The board’s goal is to deliver long-term value to Cameco’s stakeholders. The board pays particular attention to strategy and value creation, ESG and risk oversight, board governance, and management succession – all areas the board sees as fundamental to Cameco’s sustainability and future success.

Protecting our people

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

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

Strategic focus

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

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

                                                             

 

1

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

 

2022 MANAGEMENT PROXY CIRCULAR    1

million pounds in our uranium segment, well below our committed sales. To manage risk, we purchased 11.1 million pounds. To help offset some of these costs we applied for and received approximately $21 million under the Canada Emergency Wage Subsidy program. These funds allowed us to retain all of our employees and continue paying them while production was suspended. Cameco stopped receiving the wage subsidy as of June 5, 2021.

Cameco’s safety performance for total recordable incident rate (TRIR) improved significantly from 2020, recording the best safety performance in the company’s history and delivering record performance for the fourth year in a row.

Other positive developments in 2021 include the advancement of our interests in enrichment with our ownership stake in Global Laser Enrichment LLC increasing from 24% to 49%. We also signed a number of non-binding arrangements to explore several areas of cooperation to advance the commercialization and deployment of small modular reactors in Canada and around the world.

We continued to focus on other areas that will drive value for Cameco. Several initiatives to support our shift to a digital culture are underway, including projects geared towards innovation and accelerating the adoption of advanced digital and automation technologies to allow us to operate with more flexibility, give us a competitive edge, and strongly position Cameco for future opportunities.

At Cameco, our strategy is set within the context of what we believe is a transitioning market environment, where increasing populations and a growing focus on electrification and decarbonization are expected to durably strengthen the long-term fundamentals for our industry. There is increasing recognition that nuclear power, with its clean, emissions-free profile, reliable and secure baseload characteristics and low, levelized cost, has a key role to play in the world’s shift to a low-carbon, climate-resilient economy.

Cameco is committed to being part of the solution to address climate change. We support climate action that is consistent with the ambition of the Paris Agreement and the Canadian government’s commitment to the agreement to limit global temperature rise to less than 2°C, and we know that this means the world needs to reach net-zero emissions by 2050 or sooner. We are actively working to understand how we can decarbonize our business towards our own ambition of achieving net-zero GHG emissions.

ESG and risk oversight

We are committed to delivering our products responsibly. We integrate environmental, social and governance (ESG) principles and practices into every aspect of our business, from our objectives and approach to compensation, to our corporate strategy and day-to-day operations. This commitment to sustainability starts at the top. The board is responsible for overseeing management, strategy and the integration of ESG principles throughout the company. The board’s goal is to ensure we operate as a sustainable business, optimizing financial returns while effectively managing risk, including ESG matters and climate-related risks.

A safe, healthy and rewarding workplace, a clean environment and supportive communities are all measures of success that are integrated into Cameco’s strategic plan and are used to set compensable targets for the management team. You can read about Cameco’s compensation program beginning on page 62 and the 2021 executive compensation decisions beginning on page 78.

We are also proud of the work Cameco has done to build strong and enduring relationships with its employees and Indigenous communities in northern Saskatchewan. We are a leading employer of First Nations and Métis people and have a dedicated team focused on workforce development, including a priority focus on digital learning and community engagement in northern Saskatchewan.

In 2021 Cameco released its 16^th annual report on our sustainability performance and its first ESG report that adopted the relevant ESG performance indicators issued by the Sustainability Accounting Standard Board (SASB) and took the first steps toward addressing the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD) principles. Our ESG report is available on Cameco’s website.

 

2    CAMECO CORPORATION

Sound governance

Cameco is committed to good governance. The board reviews Cameco’s governance practices annually, and the board and director assessment process is designed to provide insight on how we can continually enhance governance at Cameco.

We are proud of the quality and experience of our board, as well as the diversity and mix of skills, backgrounds and other characteristics our directors bring to the board. We will continue to broaden the board’s diversity to make sure the composition of the board is appropriate, supports good governance and continues to meet Cameco’s needs and the expectations of our stakeholders.

Community leadership

We believe that strong relationships with our communities are critical to Cameco’s sustainability and long-term success. Each year we lead and participate in community initiatives and projects to give back and make a difference, including building opportunities for our employees to get directly involved. One example of how we give back is through our scholarship program that provides opportunities for young adults in Saskatchewan. It encourages education in arts, sciences, education, medicine and the trades in Saskatchewan and beyond. We supported 20 northern students with the Cameco Northern Saskatchewan Scholarship in 2021.

Last fall we held our third annual Step Up for Mental Health initiative as a virtual run/walk event in support of the Cameco Fund for Mental Health. With the support of nearly 4,100 participants, we raised more than $440,000 for mental health projects in Saskatchewan and Ontario. The 2021 grants will support 22 projects benefiting 17 Saskatchewan communities, and nine projects supporting Cobourg, Grafton and other communities in Ontario’s Northumberland County. Projects range in scope from education and training programs to direct support for people struggling with mental health and addictions.

Looking ahead

Everyone at Cameco is focused on delivering results and a strong future. The senior leadership team conducts itself with integrity and an emphasis on safety, people and the environment, and has accumulated a wealth of experience and industry knowledge gained through long careers in the nuclear energy business.

With the very deliberate execution of our strategy of full-cycle value capture, a growing contract portfolio, strong balance sheet, and the improving market fundamentals for our business, we announced an increase in our 2022 annual dividend to $0.12 per common share, payable on December 15, 2022, to shareholders of record on November 30, 2022.

We remain steadfast in our commitment to protect our people, their families and their communities, and to building long-term value for our stakeholders. Thank you for your continued confidence and we look forward to having you join our virtual annual meeting on May 10, 2022.

Sincerely,

 

Ian Bruce		Tim Gitzel
Chair of the Board		President and Chief Executive Officer

 

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Notice of our 2022 annual meeting of shareholders

You are invited to our 2022 annual meeting:

When

Tuesday, May 10, 2022

8:30 a.m. CST

 

 

4    CAMECO CORPORATION

 

 

2022 MANAGEMENT PROXY CIRCULAR    5

Business of the meeting

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

We require majority approval on the items of business. Our majority voting policy requires each non-executive director to receive a majority of votes cast in their favour in order to be elected (see Majority voting on page 14).

 

Elect the directors

The board is recommending you vote for the nominated directors. You can vote for all of the nominated directors, vote for some of them and withhold votes for others, or withhold votes for all of them. Nine director nominees are standing for election to our board to serve for a term of one year. All of the nominated directors currently serve on the board. For information about each nominee, see the director profiles starting on page 15.

 

Reappoint the auditors

The board, on the recommendation of the audit and finance committee, has proposed that KPMG LLP (KPMG) be reappointed as our auditors until the end of our next annual meeting. KPMG, or its predecessor firms, have been our auditors since Cameco was incorporated in 1988. You can vote for reappointing KPMG, 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 us with three types of services:   ·   audit services generally relate to the audit and review of annual and 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.   The table below shows the fees paid to KPMG and its affiliates for services in 2020 and 2021. The board has invited a representative of KPMG to attend the meeting.				Auditor assessment The audit and finance committee undertakes an annual assessment of KPMG, which includes reviewing the evaluation results of the auditor’s activities completed by committee members and management and reviewing the auditor’s audit quality indicators. The committee also considers the auditor’s independence on an annual basis. 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 complicated business while ensuring that fresh approaches to the audit process are also being brought forward.

 

		2021				% of total fees		2020				% of total fees
Audit fees Cameco1 Subsidiaries2 Total audit fees			$1,863,000 $146,600 $2,009,600			83.8 6.6 90.4			$1,845,700 $335,300 $2,181,000			75.7  13.8  89.5		1.  For the audit of Cameco’s annual consolidated financial statements and the review of interim financial statements.   2.  For the audit of Cameco’s subsidiary financial statements.   3.  For transfer pricing advisory.   4.  For Cameco’s I-4 membership.
Audit-related fees Pensions Total audit-related fees			$30,000 $30,000			1.3 1.3			$27,300 $27,300			1.1  1.1
Tax fees Compliance Planning and advice3 Total tax fees			$15,300 $168,600 $183,900			0.7 7.6 8.3			$32,400 $157,400 $189,800			1.3  6.5  7.8
All other fees Other non-audit fees4			–			–			$39,000			1.6
Total fees			$2,223,500			$100%			$2,437,100			100%

 

6    CAMECO CORPORATION

Receive the financial statements

Our consolidated financial statements for the year ended December 31, 2021 will be presented at the meeting.

You can download a copy of our 2021 annual report (which includes our consolidated financial statements for the year ended December 31, 2021 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.

 

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 decisions. You can find a full discussion about executive compensation at Cameco starting on page 60.

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 2022 annual meeting of shareholders.

 

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.

 

 

2022 MANAGEMENT PROXY CIRCULAR    7

  Delivery of meeting materials

 

We are using notice and access to deliver the meeting materials to all 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.

Notice and access is an environmentally friendly and cost-effective way to distribute our meeting materials because it reduces printing, paper and postage costs.

You can access the meeting materials on our website at cameco.com/invest/2022-annual-meeting and on SEDAR (sedar.com).

How to request a paper copy

Before the meeting

Starting on April 6, 2022, shareholders can request a free paper copy of the meeting materials. To receive the paper copy in advance of the voting deadline and meeting date, make your request right away and no later than 4 p.m. (Saskatoon time) on April 26, 2022.

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. 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.

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, 2022 (the record date), you or the person you appoint as your proxyholder can attend the annual meeting and vote your shares.

Each Cameco common share you own represents one vote, except where ownership and voting restrictions apply. As of March 11, 2022, we had 398,374,380 common shares issued and outstanding.

Principal holders of common shares

As of March 11, 2022, management, to the best of its knowledge, is not aware of any shareholder holding 5% or more of our common shares.

Our class B share

The province of Saskatchewan holds our one class B share. 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.

 

8    CAMECO CORPORATION

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 105 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 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 at the virtual meeting. 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 nominees 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 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.

 

2022 MANAGEMENT PROXY CIRCULAR    9

How to vote

You can vote your shares in advance or vote in real time at the virtual meeting.

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 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. 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

 

·

for reappointing KPMG LLP as auditors

 

·

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 prior to completion of voting at the meeting.

If you wish to appoint another person as your proxyholder, carefully follow the instructions in the table on the next page. Note that the process for appointing a proxyholder (other than the Cameco proxyholders) is different because the meeting is being held virtually.

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.

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. To be valid, TSX Trust Company, our transfer agent, must receive your voting instructions before 8:30 a.m. CST on Friday, May 6, 2022 (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.

 

 

 

10    CAMECO CORPORATION

		NON-REGISTERED (BENEFICIAL) SHAREHOLDERS		REGISTERED SHAREHOLDERS
The voting process is different depending on whether you are a registered or non-registered shareholder.		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 control number located on your voting information form.   •  Phone: Call 1-800-474-7493 (English) or 1-800-474-7501 (French).   •  Fax: Send your duly completed voting instruction form by fax to 1-905-507-7793 (English) or 1-514-281-8911 (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, 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.tsxtrust.com/vote-proxy 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 1-866-781-3111.   •  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 virtual meeting and vote your shares in real time, 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 in order to attend the virtual meeting and vote your shares in real time.   •  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. You will need the control number to access and vote at the meeting. Register online at https://tsxtrust.com/control-number-request.html, or register by phone at 1-866-751-6315.   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:   ¡ Log in to the meeting at https://web.lumiagm.com/209792658.   ¡ Click “I have a control number” and enter the 13-digit control number you received from our transfer agent.		If you wish to attend and vote at the meeting, you must follow these instructions on the day of the meeting:   •  Log in to the meeting at https://web.lumiagm.com/209792658.   •  Click “I have a control number” and enter the 13-digit control number from your proxy form.   •  Enter the password cameco2022 (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 to receive their 13-digit control number. Your proxyholder will need the control number to access and vote at the meeting. Register your proxyholder online at https://tsxtrust.com/control-number-request.html, or register by phone at 1-866-751-6315.   Your proxyholder’s registration must be completed prior to the proxy deadline.

 

2022 MANAGEMENT PROXY CIRCULAR    11

		NON-REGISTERED (BENEFICIAL) SHAREHOLDERS		REGISTERED SHAREHOLDERS
Continued ... Vote online during the meeting		¡ Enter the password cameco2022 (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 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, 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 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.		•  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 the day of the meeting to access and vote at the meeting:   ¡ Log in to the meeting at https://web.lumiagm.com/209792658.   ¡ Click “I have a control number” and enter the 13-digit control number they received from our transfer agent.   ¡ Enter the password cameco2022 (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 but only as a guest.
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 Friday, May 6, 2022 or 48 hours 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 he receives it by 5 p.m. CST on the last business day before the meeting (Monday, May 9, 2022)   •  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 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 virtual meeting as a guest		Guests can log in to the meeting, but cannot 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/209792658.   •  Click “Guest” and complete the requested information. Then wait to be redirected to the virtual meeting.

Cameco and Kingsdale may use the Broadridge QuickVote^TM service to assist non-registered shareholders with voting their shares directly over the telephone.

 

12    CAMECO CORPORATION

How to join the virtual meeting

This year’s meeting will again be virtual, so shareholders and proxyholders will not be able to attend in person. 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, 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, then you may attend the meeting as a guest, but you will not be able to vote or ask questions.

Things to note

 

·

Your laptop, 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 cameco2022 (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 be insufficient 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.

You cannot vote if you access the meeting by dialing in – voting at the meeting can only be done through the meeting portal. If you encounter technical difficulties, please contact Lumi support at support_ca@lumiglobal.com. There is also the link to this email address at the login screen.

Asking questions at the virtual meeting

Registered shareholders and proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) will have substantially the same opportunity to ask questions about the business of the meeting as when we held the annual meeting in person.

Questions received from shareholders about the business of the meeting will be read by the chair of the meeting or a designate, and responded to by a Cameco representative as they would be at a shareholders meeting held in person. As at an in-person 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 and reject questions that do not relate to the business of the meeting or are determined to be inappropriate or otherwise out of order.

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, unless you have indicated that you want to withhold your shares from voting on the election of directors.

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.

 

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About the nominated directors

 

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

Board composition

This year’s nominated directors are qualified and bring a mix of attributes and skills to Cameco’s board. They 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.

Independence

Eight of our nine nominated directors (89%) are independent. The only non-independent director is Tim Gitzel, as he is our CEO and an executive officer of Cameco. All of the nominated directors are Canadian citizens and residents, except Kate Jackson who is a US citizen and resident. Daniel Camus holds Canadian and French citizenship and Leontine Atkins holds Canadian and Dutch citizenship.

Majority voting

Under corporate law, a nominated director can be elected with a single vote cast in their favour. However, our majority voting policy requires each non-executive director to receive a majority of votes cast in their favour in order to be elected. A director who does not receive a majority of votes cast in their favour in an uncontested election (where the number of nominated directors equals the number of board positions) must submit their resignation to the board immediately.

Our nominating, corporate governance and risk committee will review the voting result within 90 days of the meeting and recommend to the board whether to accept or reject the resignation. Unless there are exceptional circumstances, the committee and the board will accept the resignation and it will take effect within such 90-day period. The director who submitted their resignation does not participate in any board or committee deliberations on the matter. The board will announce its decision immediately by issuing a press release. If the board rejects the resignation, it will provide a full explanation why. If the board accepts the resignation, it will give the effective date of the resignation and may appoint a new director to fill the vacancy.

A copy of our majority voting policy is posted on our website (cameco.com).

Director profiles

The following pages tell you about each nominated director, including their background, skills, experience, and other public company boards they sit on. The profiles also provide details about each nominee’s meeting attendance in 2021, share ownership and voting results at our 2021 annual meeting of shareholders.

We report each director’s holdings and their total value, including the Cameco shares they own or exercise control or direction over, based on the year-end closing price of Cameco shares on the TSX ($27.58 for 2021 and $17.05 for 2020).

 

14    CAMECO CORPORATION

		Ian Bruce, Chair of the Board

 

 

 

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		Leontine Atkins

 

 

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		Daniel Camus

 

 

 

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		Donald Deranger

 

 

 

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		Catherine Gignac

 

 

 

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		Tim Gitzel

 

 

 

20    CAMECO CORPORATION

		Jim Gowans

 

 

 

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		Kathryn (Kate) Jackson

 

 

 

22    CAMECO CORPORATION

		Don Kayne

 

 

 

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2021 Meeting attendance

Directors are expected to attend all board and committee meetings. We recognize that directors may receive short notice for special meetings and expect them to make their best effort to attend special meetings. A majority of directors must be in attendance to hold a meeting and transact business. In 2021, the board and its committees conducted three special meetings.

As a regular feature at each board and committee meeting, the independent directors meet in camera. The chair or the committee chair, as the case may be, presides over the in camera sessions. The following table is a summary of the meetings held in 2021 and the overall attendance record. Meeting attendance for each director is provided in the director profiles.

 

		Number of meetings								Overall             meeting attendance
		Regular				Special
Board			7				1				100%
Audit and finance			5								100%
Human resources and compensation			5				1				100%
Nominating, corporate governance and risk			4								100%
Reserves oversight			2								100%
Safety, health and environment			3				1				100%
Total			26				3				100%

The board chair is a member of each board committee and Ian Bruce attended all committee meetings in 2021. Board committees function independently of management, so Tim Gitzel, our president and CEO, is not a member of any board committee but is invited to attend all committee meetings.

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 64.

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 68).

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 and assesses our guidelines to make sure they continue to align with market practice. We require directors to hold at least three times their annual retainer 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. As president and CEO, Tim Gitzel is required to meet our executive share ownership guidelines (see page 69).

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 a director has met the share ownership guidelines, they can receive all of their retainer and fees in cash, or a portion in cash and the balance in DSUs in increments of 25%, but must decide before the beginning of each fiscal

 

24    CAMECO CORPORATION

year. The director compensation table on the next page shows the percentage of the annual retainer paid in DSUs in 2021 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, 2021, directors held a total of $14,376,336 worth of DSUs (representing approximately 521,259 common shares) based on the year-end closing price of Cameco shares on the TSX of $27.58. Tim Gitzel meets his executive share ownership guidelines (see page 70).

 

														Value of holdings (using share ownership guideline value)				Value of				Multiple
						Total holdings												holdings1				achieved
																										Meets share
		Annual				Cameco												Using market value at								ownership
Directors		retainer				shares				DSUs								year-end								guideline
Ian Bruce		$	375,000				75,000				87,466			$	4,483,220			$	4,480,812				11.9x				Yes
Leontine Atkins		$	200,000				3,252				8,191			$	316,806			$	315,598				1.6x				Has until August 1, 2025 to meet the guideline
Daniel Camus		$	200,000				–				89,615			$	2,472,758			$	2,471,582				12.4x				Yes
Donald Deranger		$	200,000				–				74,110			$	2,063,130			$	2,043,954				10.2x				Yes
Catherine Gignac		$	200,000				20,000				36,831			$	1,567,664			$	1,567,399				7.8x				Yes
Jim Gowans		$	200,000				9,000				87,285			$	2,683,588			$	2,655,540				13.3x				Yes
Kate Jackson		$	200,000				–				42,083			$	1,162,102			$	1,160,649				5.8x				Yes
Don Kayne		$	200,000				–				95,678			$	2,641,635			$	2,638,799				13.2x				Yes

 

1.	Based on total holdings multiplied by the closing share price of $27.58 on the TSX as of December 31, 2021.

Director fee schedule

The table below shows our 2021 fee schedule for directors (all amounts are in Canadian dollars). 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, reserves oversight, and safety, health and environment)			$20,000 $20,000 $11,000
COMMITTEE RETAINERS
Audit and finance committee members Human resources and compensation committee members Member of more than two committees (per additional committee)			$5,000 $5,000 $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.

 

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