Exhibit 99.3

 

 

WHAT’S INSIDE
Message from the Chair of the Board and the CEO			1
Notice of our 2023 annual meeting of shareholders			3
Management proxy circular			4
Business of the meeting			5
Delivery of meeting materials			8
Voting			8
About the nominated directors			15
Director profiles			15
2022 Meeting attendance			25
Director compensation and share ownership			25
Governance at Cameco			28
About the board			29
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 (including caution about forward-looking information)			60
Executive compensation			63
Message from the Chair of the Human Resources and Compensation Committee			64
Compensation discussion and analysis			66
Our 2022 named executive officers			67
Compensation governance			68
Compensation decision-making process			71
Our approach to executive compensation			72
Compensation components			75
2022 Performance and compensation decisions			82
CEO compensation summary			91
2023 Compensation decisions			94
2022 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
Appendices			106

Message from the Chair of the Board and the CEO¹

On behalf of the board of directors and management, we are pleased to invite you to Cameco’s annual meeting of shareholders on May 10, 2023. The meeting will begin at 8:30 a.m. (CST) and you can attend in person or virtually via live webcast.

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 2022 compensation decisions. Please remember to vote your shares – your vote is important.

This year the board continued its focus on helping Cameco deliver long-term value to its stakeholders. The board paid particular attention to strategy and value creation, ESG and risk oversight, board governance, and management succession.

Vision and Strategy

We have a strong and engaged board, keenly focused on helping the company achieve its vision of energizing a clean-air world. The board worked closely with management, regularly reviewing and discussing strategy to help ensure that management is making progress on strategy execution. Nuclear energy must be a central part of the solution in the world’s shift to a low-carbon, climate-resilient economy. It is an option that can provide the power needed, not only reliably, but also safely and affordably, in a way that will help avoid some of the worst consequences of climate change.

In pursuit of the company’s vision and strategy, the board oversaw Cameco’s proposed acquisition of a 49% interest in Westinghouse Electric Company in a partnership with Brookfield Renewable Partners and its institutional partners which was announced on October 11, 2022. This proposed transaction is expected to bring together Cameco’s expertise in the nuclear industry with Brookfield Renewable’s expertise in clean energy to position nuclear power at the heart of the clean energy transition, creating a powerful platform for strategic growth across the nuclear sector. The acquisition is expected to close in the second half of 2023, subject to customary closing conditions and required regulatory approvals. The board was actively engaged in evaluating, and ultimately approving, this acquisition opportunity and will continue to play an oversight role in the completion and implementation of the acquisition.

Cameco’s strong 2022 performance was shaped by its strategic plan. In 2022 Cameco executed on all strategic fronts: financial, operational and marketing. For more information on Cameco’s 2022 performance results, refer to Cameco’s 2022 MD&A, which is available on Cameco’s website.

ESG and risk oversight

Throughout the year, Cameco executed on its commitment to delivering its products responsibly. From corporate strategy and day-to-day operations to its approach to executive compensation, Cameco continued to integrate ESG principles and practices into its business processes and activities.

In 2022, management, with the participation of the board, undertook a planning process to outline Cameco’s overarching low-carbon transition strategy, which was one of the company’s compensable targets. Through the process, practical and achievable actions for the company to take to decarbonize its operations and manage climate-related risks were identified. Cameco has therefore established a target to achieve a 30% absolute reduction in its total Scope 1 and 2 GHG emissions levels by 2030, using 2015 as a baseline. This is Cameco’s first major milestone on the journey to achieve its ambition of being net-zero.

We are proud of Cameco’s work in building strong and enduring relationships with its employees and Indigenous partner communities in northern Saskatchewan. Cameco is a leading industrial employer of First Nations and Métis people in Canada, and has a team dedicated to workforce development that includes a priority focus on digital learning and community engagement in northern Saskatchewan. Expanding training courses for Residents of Saskatchewan’s North (RSN) and introducing a work experience program for them in Cameco’s northern Saskatchewan operations was one of the company’s compensable targets for 2022 that was achieved. You can read more about it and the company’s other compensable ESG targets in the STI scorecard beginning on page 85.

 

                                                         

 

1		This section contains forward-looking information. For additional information about forward-looking information, please see page 61.

 

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

Community leadership

We believe that strong relationships with its 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. In 2022, Cameco supported 20 northern students with the Cameco Northern Saskatchewan Scholarship, which provides opportunities for young adults in Saskatchewan and encourages education in arts, sciences, education, medicine and the trades in Saskatchewan and beyond. Cameco also held its fourth annual Step Up for Mental Health run/walk event in support of the Cameco Fund for Mental Health. This initiative has raised more than $1.9 million for mental health projects and programs in Saskatchewan and Ontario since 2019.

Sound governance

The board reviews Cameco’s governance practices annually, and the board assessment process is designed to provide insight into how we can continually enhance governance at Cameco. The board underwent an independent, third-party effectiveness assessment in 2022, with a focus on succession planning, as we believe it is important to continually and critically assess the board’s composition and performance.

The quality and experience of our board, and the diversity and mix of skills, backgrounds and other characteristics of Cameco’s directors brings tremendous value to the table. We believe that the composition of the board is appropriate, supports good governance, and meets Cameco’s needs and the expectations of our stakeholders.

Looking ahead

With the renewed recognition of the role nuclear power must play, we are optimistic about Cameco’s role in supporting the transition to a net-zero economy. We are committed to addressing the ESG risks and opportunities that we believe will make our business sustainable over the long term.

The senior leadership team conducts itself with integrity, leads with a strong emphasis on safety, people and the environment, and has a wealth of experience and industry knowledge gained through long careers in the nuclear energy business. Cameco recently announced two changes to the executive team to provide additional bench strength as the company focuses on achieving its strategic goals. Grant Isaac was appointed as executive vice-president and retains the chief financial officer (CFO) function. Grant was previously senior vice-president and CFO. Heidi Shockey, previously vice-president and controller, was appointed as senior vice-president and deputy CFO.

We look forward to having you join our annual meeting on May 10, 2023, and thank you for your continued confidence in Cameco.

Sincerely,

 

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

 

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Notice of our 2023 annual meeting of shareholders

 

 

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4    CAMECO CORPORATION

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.

We require majority approval on each voting item of business.

 

Elect the directors

The board recommends you vote for each nominated director. Under the new CBCA requirements for uncontested director elections, you can vote for or against each nominated director (see page 15). This year nine 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:

 

Ian Bruce		Catherine Gignac		Kathryn (Kate) Jackson
Daniel Camus		Tim Gitzel		Don Kayne
Don Deranger		Jim Gowans		Leontine van Leeuwen-Atkins

You can read about each of this year’s nominees in the director profiles starting on page 16.

 

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, 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.   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				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.   As part of its assessment, the committee considered several factors, including:   •  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.

 

2023 MANAGEMENT PROXY CIRCULAR    5

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.

The 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. 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.

The table below shows the fees paid to KPMG and its affiliates for services in 2021 and 2022.

 

		2022				% of total fees		2021				% of total  fees
Audit fees Cameco1 Subsidiaries2 Total audit fees			$2,389,200 $136,800         $2,526,000			82.8 4.7 87.5			$1,863,000 $146,600 $2,009,600			83.8  6.6  90.4		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.  Amounts bill for translation services in 2022 related 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 2021 for translation services.   4.  For tax compliance and tax advice.   5.  Amounts billed for Cameco’s I-4 membership. No invoices were issued in 2021.
Audit-related fees Translation services3 Pensions Total audit-related fees			$137,500 $30,000 $167,500			4.8 1.0 5.8			– $30,000 $30,000			1.3  1.3
Tax fees Compliance Planning and advice4 Total tax fees			$5,100 $117,700 $122,800			0.2 4.1 4.3			$15,300 $168,600 $183,900			0.7  7.6  8.3
All other fees Other non-audit fees5			$69,500			2.4			–			–
Total fees			$2,885,800			$100%			$2,223,500			100%

The 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 2022 and 2021.

 

Receive the financial statements

Our consolidated financial statements for the year ended December 31, 2022 will be presented at the meeting.

You can download a copy of our 2022 annual report (which includes our consolidated financial statements for the year ended December 31, 2022 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.

 

6    CAMECO CORPORATION

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 2023 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.

 

 

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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/2023-annual-meeting and on SEDAR (sedar.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 6, 2023, 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, 2023.

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.

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 13, 2023, you or the person you appoint as your proxyholder can attend the 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 13, 2023, we had 433,082,187 common shares issued and outstanding.

Principal holders of common shares

As of March 13, 2023, management, to the best of its knowledge, is not aware of any shareholder who holds 5% or more of our common shares.

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,

 

8    CAMECO CORPORATION

(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 106 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 or on the enclosed proxy form if you are planning to vote in person. 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 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 or in person.

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. 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.

 

2023 MANAGEMENT PROXY CIRCULAR    9

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

 

·

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 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.

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 Monday, May 8, 2023 (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 meeting online or in person and vote at the meeting, you must appoint yourself as proxyholder.

 

 

 

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, and whether you vote in advance, online during the meeting, or in person at 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, 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.   ¡ Call 1-866-751-6315 (in North America) or 1-647-252-9650 (outside North America).   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/488859676.   ¡ 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 online, you must follow these instructions on the day of the meeting:   ¡ Log in to the meeting at https://web.lumiagm.com/488859676.   ¡ Click “I have a control number” and enter the 13-digit control number from your proxy form.   ¡ Enter the password cameco2023 (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.   ¡ Call 1-866-751-6315 (in North America) or 1- 647-252-9650 (outside North America).   Your proxyholder’s registration must be completed prior to the proxy deadline.

 

2023 MANAGEMENT PROXY CIRCULAR    11

		NON-REGISTERED (BENEFICIAL) SHAREHOLDERS		REGISTERED SHAREHOLDERS
Continued ... Vote online during the meeting		¡ Enter the password cameco2023 (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 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 or in person.		¡ 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/488859676.   ¡   Click “I have a control number” and enter the 13-digit control number they received from our transfer agent.   ¡   Enter the password cameco2023 (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 or in person.
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 Monday, May 8, 2023 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 he receives it by 5 p.m. CST on the last business day before the meeting (Tuesday, May 9, 2023)   ¡ 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 or register with our transfer agent in person at the meeting 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/488859676.   ¡ Click “Guest” and complete the requested information. Then wait to be redirected to the meeting.

 

12    CAMECO CORPORATION

		NON-REGISTERED (BENEFICIAL) SHAREHOLDERS		REGISTERED SHAREHOLDERS
If you want to attend the meeting and vote in person		Follow the instructions on your voting instruction form to appoint yourself as proxyholder and return the voting instruction form as instructed by your intermediary (note that you may be able to do this online or by mail).   You will need to register with a representative of TSX Trust Company when you arrive at the meeting.		Do not complete the enclosed proxy form. Your vote will be taken and counted at the meeting. If you vote in person at the meeting, any proxy previously given will be automatically revoked.   Be sure to register with a representative of TSX Trust Company when you arrive at the meeting.

Cameco and Kingsdale may use the Broadridge QuickVote^TM service to assist non-registered shareholders with voting their shares directly over the telephone. The QuickVote^TM system is intended to assist shareholders in placing their votes, however, there is no obligation for any shareholders to vote using the QuickVote^TM 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.

 

2023 MANAGEMENT PROXY CIRCULAR    13

How to join the meeting

This year we are holding a hybrid meeting so shareholders and duly appointed proxyholders have the option of attending in person or virtually via live webcast.

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 or in person, 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 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 cameco2023 (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

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) can ask questions during the meeting.

Questions received in person or online will be read by the chair of the meeting or a designate. A Cameco representative will respond to questions. 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.

 

14    CAMECO CORPORATION

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 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 president and CEO and an executive officer of Cameco. All but one of the nominated directors are Canadian citizens and residents – Kate Jackson is a US citizen and resident. Daniel Camus holds Canadian and French citizenship and Leontine van Leeuwen-Atkins holds Canadian and Dutch citizenship.

Majority voting

Our majority voting policy that has been in place since 2006 has been repealed as it is no longer needed. 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.

We promptly disclose the voting results of our shareholder meetings. We will disclose this year’s voting results on the items of business shortly after the 2023 annual meeting on our website (cameco.com/invest/2023-annual-meeting) and on SEDAR (sedar.com).

Director profiles

The following profiles tell you about each nominated director, including their background, key skills and experience and their other public company directorships. The profiles also include details about each nominee’s 2022 meeting attendance, share ownership and voting results at our 2022 annual meeting of shareholders. For a summary of the skills and experience of each nominee, see our competency matrix on page 33.

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) ($30.69 for 2022 and $27.58 for 2021).

 

2023 MANAGEMENT PROXY CIRCULAR    15

		Ian Bruce, Chair of the Board

 

16    CAMECO CORPORATION

		Daniel Camus

 

 

2023 MANAGEMENT PROXY CIRCULAR    17

		Don Deranger

 

18    CAMECO CORPORATION

		Catherine Gignac

 

2023 MANAGEMENT PROXY CIRCULAR    19

		Tim Gitzel

 

20    CAMECO CORPORATION

		Jim Gowans

 

2023 MANAGEMENT PROXY CIRCULAR    21

		Kathryn (Kate) Jackson

 

22    CAMECO CORPORATION

		Don Kayne

 

2023 MANAGEMENT PROXY CIRCULAR    23

		Leontine van Leeuwen-Atkins

 

24    CAMECO CORPORATION

2022 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. A total of nine special meetings were held by the board and board committees in 2022.

The independent directors meet in camera at each board and committee meeting. 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 2022 and the overall attendance record. Meeting attendance for each director is provided in the director profiles beginning on page 16.

 

		Number of meetings								Overall             meeting attendance
		Regular				Special
Board			7				7				98%
Audit and finance			5								100%
Human resources and compensation			4								100%
Nominating, corporate governance and risk			4				1				100%
Safety, health and environment			3				1				100%
Technical			3								100%
Total			26				9				99%

The board chair is a member of each board committee and Ian Bruce attended all committee meetings in 2022. 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. Tim Gitzel attended each committee meeting held in 2022.

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 68.

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 72).

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 guidelines 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. As president and CEO, Tim Gitzel is required to meet our executive share ownership guidelines (see page 73).

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.

 

2023 MANAGEMENT PROXY CIRCULAR    25

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 2022 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, 2022, directors held a total of $16,796,755 worth of DSUs (representing approximately 547,304 common shares) based on the year-end closing price of Cameco shares on the TSX of $30.69. Tim Gitzel meets his executive share ownership guidelines (see page 74).

 

														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				93,663				$5,185,316				$5,176,273				13.8x				Yes
Daniel Camus			$200,000				–				91,811				$2,820,608				$2,817,667				14.1x				Yes
Don Deranger			$200,000				–				76,075				$2,346,257				$2,334,746				11.7x				Yes
Catherine Gignac			$200,000				20,000				36,973				$1,748,573				$1,748,509				8.7x				Yes
Jim Gowans			$200,000				9,000				91,272				$3,092,680				$3,077,336				15.4x				Yes
Kate Jackson			$200,000				–				42,245				$1,296,586				$1,296,513				6.5x				Yes
Don Kayne			$200,000				–				103,292				$3,181,091				$3,170,019				15.9x				Yes
Leontine van Leeuwen-Atkins			$200,000				3,252				11,973				$472,960				$467,256				2.3x				Has until August 1, 2025 to meet the guideline

 

1.	Based on total holdings multiplied by the closing share price of $30.69 on the TSX as of the last trading day of 2022.

Director fee schedule

The table below shows our 2022 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