Cameco: 2026 management proxy circular

Powering a secure energy future

2026 Management Proxy Circular

Notice of Annual Meeting of Shareholders

May y, zoz6

About Cameco

Cameco is one of the largest global providers of the uranium fuel needed to power a secure energy future. Our competitive position is based on our controlling ownership of the world's largest high-grade uranium reserves and low-cost operations, as well as significant investments across the nuclear fuel cycle, including ownership interests in Westinghouse Electric Company and Global Laser Enrichment. Utilities around the world rely on Cameco to provide global nuclear fuel solutions for the generation of safe, reliable, carbon-free nuclear power.

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

People Integrity Excellence

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

We are proud to be one of Canada's largest employers of Indigenous people and our land holdings, including exploration, span about 1.9 million acres, the majority near our existing operations in northern Saskatchewan.

Our head office is in Saskatoon, Saskatchewan, Canada and our common shares trade on the Toronto Stock Exchange (TSX) under the symbol CCO and the New York Stock Exchange (NYSE) under the symbol CCJ.

Learn more about Cameco in this management proxy circular, our most recent annual report, annual information form, and our sustainability report. These documents are available on our website (cameco.com).

WHAT'S INSIDE

Message from the Chair of the Board and the CEO 1

Notice of our 2026 annual meeting of shareholders 3

Management proxy circular 4

Business of the meeting 5

Delivery of meeting materials 8

Voting 9

About the nominated directors 15

Director profiles 16

2025 Meeting attendance 25

Director compensation and share ownership 25

Governance at Cameco 29

About the board 30

Our corporate governance 46

Key governance policies and practices 46

How the board operates 46

Our expectations of directors 55

Stakeholder engagement 59

Other information 61

Executive compensation 63

Message from the Chair of the Human Resources and Compensation Committee 64

Compensation discussion and analysis 67

Our 2025 named executive officers 68

Compensation governance 69

Compensation decision-making process 72

Our approach to executive compensation 73

Compensation components 78

2025 Performance and compensation decisions 85

CEO compensation summary 94

2026 Compensation decisions 98

2025 Compensation details 100

Summary compensation table 100

Incentive plan awards 102

Equity compensation plan information 103

Pension benefits 105

Loans to executives 106

Termination and change of control 107

Additional information (including about non-IFRS measures and forward-looking information) 111

Appendices 116

‌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 Thursday, May 7, 2026, beginning at 10:00 a.m. CST. The meeting will be held virtually via live webcast from Saskatoon, Saskatchewan to provide all shareholders with equal opportunity to participate in the meeting.

The accompanying management proxy circular provides important information about the business of the meeting, the voting process, this year's nominated directors, our corporate governance practices, our approach to executive compensation and our 2025 compensation decisions. Please take some time to read through the circular before you vote your shares.

2025 was another exciting year as we continued to see positive momentum for Cameco as a global nuclear fuel and energy company. Cameco delivered strong performance across all segments in an industry where we continue to see significant support for nuclear energy from government, industry and the public.

Cameco's performance is shaped by our vison of powering a secure energy future and our strategic plan that is set within the context of what we believe is a transitioning market environment. Increasing populations, a growing focus on electrification and decarbonization, and concerns about energy security and affordability are driving a global focus on tripling nuclear power capacity by 2050, which is expected to durably strengthen the long-term fundamentals for our industry. Nuclear energy must be a central part of the solution to the world's shift to a low-carbon, secure energy economy. It is an option that can provide the power needed, not only reliably, but also safely and affordably, and in a way that will help achieve climate, energy and national security objectives.

Our strategy is to capture full-cycle value by remaining disciplined and building a balanced portfolio in accordance with our contracting framework; profitably producing from our tier-one assets and aligning our production decisions in all segments of the fuel cycle with our delivery commitments and customer needs; being financially disciplined; and exploring other emerging opportunities within the nuclear power value chain, all of which align with our commitment to manage our business responsibly and sustainably, contribute to decarbonization and help to provide secure and affordable energy.

Thanks to our disciplined strategy, Cameco's balance sheet is strong and we expect it will enable us to continue executing our strategy while self-managing risk, including risks related to global macro-economic uncertainty, volatility and shifting trade policy decisions.

Following the joint acquisition of Westinghouse Electric Company (Westinghouse) with Brookfield in late 2023, Cameco expanded its participation in the nuclear fuel and reactor value chains to include fuel fabrication, maintenance, design and engineering for light water reactors. In addition, a strategic partnership between Cameco, Brookfield, Westinghouse and the U.S. government was announced in October 2025 to accelerate the global deployment of Westinghouse's reactor technology, which marks a major milestone for the nuclear industry.

Cameco's board is engaged and works closely with management. We believe that regular focused discussions on strategy and its execution help ensure alignment with our objective of delivering long-term value to Cameco's shareholders and other stakeholders.

The board regularly reviews Cameco's governance practices, and the board assessment process provides insight into how we can continually enhance governance at Cameco. The expertise, skills and experience of our board bring tremendous value to our strategic direction, oversight of management and our affairs, and governance at Cameco generally.

This year shareholders will be asked to elect nine directors to the board to serve for a term of one year. Daniel Camus, a Cameco director since 2011, is not standing for re-election having reached our director term limit of 15 years. We thank him for his strong contributions, particularly in his role as chair of the Audit and Finance Committee, and wish him well in retirement.

‌1 This section contains forward-looking information. For additional information about forward-looking information, please see page 113.

We believe that strong relationships with our communities are critical to Cameco's sustainability and long-term success. Cameco leads and participates in funding support, community initiatives and volunteering to give back and make a difference across Saskatchewan and in our Ontario communities. In 2025, Cameco made a transformational

$10-million donation to the University of Saskatchewan, which will, among other things, support a new undergraduate Nuclear Fuel Cycle program, fund opportunities for northern and Indigenous communities through initiatives like the Cameco STEM Pathways Initiative at the USask Prince Albert Campus, and support research and innovation projects specific to the energy and mining sector through the nuclear energy technology accelerator.

Cameco has been invested across the nuclear fuel cycle since its inception in 1988. We have built a strong foundation in Canada alongside our government stakeholders and have grown into a leader in the nuclear industry. Cameco is recognized as a global company, making a difference on a global scale and helping to provide something the world needs: carbon-free, safe, reliable and secure baseload electricity. We believe the fundamentals for nuclear power and nuclear fuel are more favourable than ever, and we are optimistic about Cameco's role in helping meet the world's growing demand for electricity.

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

Details about recent leadership transitions can be found in the Message from the Chair of the Human Resources and Compensation Committee.

Thank you for your continued confidence in Cameco and please remember to vote your shares. We look forward to welcoming you to our annual meeting on May 7, 2026.

Sincerely,

Catherine Gignac Tim Gitzel

Chair of the Board Chief Executive Officer

Shareholders (or their proxyholders) attending the virtual meeting will:

• receive the audited consolidated financial statements of Cameco for the fiscal year ended December 31, 2025, and the report of the auditors

• elect directors

• appoint the auditors for the coming year and authorize the directors to fix their remuneration

• consider an advisory resolution on Cameco's approach to executive compensation, and

• consider any other business that may properly come before the meeting.

  Read more about the business of the meeting beginning on page 5 of the attached management proxy circular.

  Shareholder proposals for our 2027 annual meeting of shareholders must be received between December 8, 2026, and February 5, 2027, and we require advance notice for nominating directors (see page 61).

  Access our 2025 annual report and other documents and information online:

• cameco.com

• sedarplus.com (SEDAR+)

• sec.gov/edgar.shtml (EDGAR)

See pages 61 and 62 for more information.

‌Notice of our 2026 annual meeting of shareholders

Thursday, May 7, 2026

10:00 a.m. CST

Via live webcast from Saskatoon, SK https://meetings.lumiconnect.com/400-707-444-004 password: cameco2026 (case sensitive)

If you held Cameco common shares on March 9, 2026 (the record date), you are entitled to receive notice of and to vote at this meeting.

You can vote in advance or in real time at the meeting. We encourage shareholders to vote by proxy in advance of the meeting because it's the easiest way to vote your shares.

See pages 9 through 14 of the attached management proxy circular for information about how to vote. To be valid, Computershare Investor Services Inc., our transfer agent, must receive your voting instructions before 10:00 a.m. CST on Tuesday, May 5, 2026 (the proxy deadline).

If you have any questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-1558 (toll-free in North America) or 437-561-4997 (text and call enabled outside North America) or by email at [email protected].

By order of the Board of Directors,

Common shares outstanding

435,457,978

435,532,978

at December 31, 2025

at March 9, 2026

Computershare Investor Services Inc. is our transfer agent and registrar in Canada.

Computershare Trust Company, N.A. is our co-transfer and co-registrar in the US.

Jenny Hoffman Corporate Secretary

Saskatoon, Saskatchewan April 2, 2026

‌Management proxy circular

You have received this circular because you owned Cameco common shares on March 9, 2026 (the record date). Management is soliciting your proxy for the 2026 annual meeting of shareholders, and we pay all proxy solicitation costs.

As a shareholder of record, you have the right to attend the annual meeting of shareholders on May 7, 2026, and to vote your shares. The meeting will be held virtually via live webcast at https://meetings.lumiconnect.com/400-707-444-004 (password: cameco2026).You can vote your shares in advance by proxy (see the voting instructions starting on page 10) or online during the live webcast. If you are unable to participate in the live webcast, you can also listen to the webcast on our website (cameco.com) following the meeting.

The Board of Directors approved the content of this circular on March 17, 2026, and has authorized us to distribute it to you. We have also sent a copy to each of our directors and to our auditors. We are using notice and access to deliver the meeting materials to shareholders. Shareholders who have elected to receive the meeting materials electronically will receive them by email according to their instructions.

The information in this circular is as of March 9, 2026, except where otherwise noted. All dollar amounts are in Canadian dollars, unless indicated otherwise.

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.

Our consolidated financial statements for the year ended December 31, 2025, and the auditor's report will be received at the meeting.

You can download a copy of our 2025 annual report (which includes our consolidated financial statements for the year ended December 31, 2025, and management's discussion and analysis (MD&A) and the auditor's report) on our website (cameco.com/invest/financial-information). You will receive a paper copy of the annual report only if you request one.

The board recommends you vote for each nominated director. Under the Canada Business Corporations Act (CBCA) requirements for uncontested director elections, you can vote for or against each nominated director (see page 15). Directors must receive a majority of the votes cast in favour of their election for their election to be valid.

This year nine director nominees, all qualified to serve on Cameco's board, are standing for election to the board to serve for a term of one year. Each elected director will hold office until the next annual meeting of shareholders or until a successor is elected or appointed.

Catherine Gignac Tammy Cook-Searson Tim Gitzel

Marie Inkster

Kathryn (Kate) Jackson Don Kayne

Peter Kukielski Dominique Minière

Leontine van Leeuwen-Atkins

You can read about each of the nominees in the director profiles starting on page 16, including their 2025 voting results. The voting results reflect the number of votes after the reduction of the non-resident vote according to Cameco's voting restrictions.

The board, on the recommendation of the Audit and Finance Committee, proposes that KPMG LLP (KPMG) be reappointed as our auditor until the end of our next annual meeting. You can vote for reappointing KPMG and authorizing the directors to fix their remuneration, or you can withhold your vote. The board has invited a representative of KPMG to attend the annual meeting.

The auditor reinforces the importance of a diligent and transparent financial reporting process and strengthens 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; and

• 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.

Reasons for reappointing KPMG as auditor

KPMG, or its predecessor firms, have been our auditor since Cameco was incorporated in 1988. Based on KPMG's performance and consideration of other relevant factors noted below, the Audit and Finance Committee believes that retaining KPMG for the fiscal year ending December 31, 2026, is in the best interest of Cameco and its shareholders.

The process that the Audit and Finance Committee follows to recommend the appointment of our auditor reflects recommendations of the Canadian Public Accountability Board, Canada's independent, public company audit regulator charged with overseeing audits performed by Canadian public accounting firms, as well as the Chartered Professional Accountants of Canada, Canada's national accounting organization.

The committee considers the following factors among other things:

Industry experience

Because Cameco operates in the nuclear fuel business, which is complex and unlike other commodities or fuel products, we place a high degree of importance on the relevant industry experience and geographical reach that the external auditor can provide through their audit team and related specialists. Uranium and fuel services are not traded in meaningful quantities on a commodity exchange; the majority of uranium and fuel services are bought under long-term contracts that are bilaterally negotiated between the end user and the supplier and each contract is unique. The industry is dominated by state-owned entities and therefore tends to be opaque, with very little disclosure about the industry and how it operates. There are no other publicly traded companies whose operations span the scope of the nuclear fuel cycle that Cameco's operations do. We believe that changing audit firms with the sole purpose being to reduce auditor tenure could have a negative impact on our audit arising from a lack of continuity in understanding the complexities of the nuclear fuel business and a more cumbersome audit process.

Auditor independence

KPMG appoints both a lead and local engagement partner for Cameco's audit and rotates its partners approximately every five years to mitigate institutional familiarity. It also staggers the rotation of the partners involved in the audit to provide the continuity necessary to audit a complex business while helping ensure continued independence.

The International Federation of Accountants has reported that studies on audit firm rotation do not clearly support the notion that mandatory audit firm rotation will enhance audit quality. Some studies have found that while the cumulative number of audit partner rotations is associated with higher audit quality, the cumulative number of audit firm rotations is associated with lower audit quality.

To help ensure KPMG's independence, we also have a policy governing the hiring of current and former partners, principals, shareholders and professional employees of our auditor. The policy requires a Cameco department that wishes to hire such person to inform the chief financial officer (CFO) and chief legal officer of the proposed hiring, who will consider whether the hiring may compromise the independence of the auditor or any member of the audit engagement team. Prior to extending an offer of employment, Cameco consults with the lead engagement partner to confirm the conclusion that such employment will not impact the auditor's independence. The policy also requires a cooling off period before members of the audit engagement team may be hired for any financial reporting oversight roles.

Overall audit quality and appropriateness of fees

The Audit and Finance Committee conducts an annual assessment of KPMG every year to help ensure effective and quality auditor service. This 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 reviews the auditor's independence annually.

The committee considered several factors as part of its assessment, including the following:

• 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 on key risk areas by senior personnel; and

• relevant industry expertise and geographical reach.

  	2025	% of total fees	2024	% of total fees
  Audit fees Cameco1,8	$ 3,005,100	79.1	$ 3,268,600	76.0
  Other statutory2,8	$ 461,500	12.2	$ 467,700	10.9
  Securities engagement3	$ 97,000	2.6	$ 217,900	5.1
  Total audit fees	$ 3,563,600	93.8	$ 3,954,200	92.0
  Audit-related fees Translation services4	$ 0	0.0	$ 82,500	1.9
  Pensions and other audit-	$ 77,400	2.1	$ 85,500	2.0
  related services5 Total audit-related fees	$ 77,400	2.1	$ 168,000	3.9
  Tax fees
  Compliance	$ 6,300	0.1	$ 0	0.0
  Planning and advice6	$ 150,600	4.0	$ 80,200	1.9
  Total tax fees	$ 156,900	4.1	$ 80,200	1.9
  All other fees Other non-audit fees7	$ 0	0.0	$ 95,600	2.2
  Total fees	$ 3,797,900	100%	$ 4,298,000	100%

  The table below shows the fees paid to KPMG and its affiliates for services in 2024 and 2025.

  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 and joint venture financial statements.

  3. Amounts billed for auditor involvement with consents, comfort letters and due diligence in connection with the annual registration statement and base shelf prospectus.

  4. Translation services for 2024 relate to the French translation of the 2023 annual financial statements and MD&A. No invoices were issued in 2025 for translation services.

  5. Amounts billed for the audit of Cameco's pension plan financial statements and other audit-related services.

  6. Amounts billed for tax compliance and tax advisory services.

  7. Other non-audit fees for 2024 include amounts billed for Cameco's I-4 membership. No invoices were issued in 2025.

  8. Comparative figures were reclassified to be consistent with the presentation of 2025 fees.

The Audit and Finance Committee pre-approves both audit and non-audit services performed by KPMG, and the committee pre-approved these services in 2025 and 2024.

At our 2025 annual meeting, 65,435,404 votes (90.05%) were for the appointment of KPMG LLP as our auditors and 7,232,783 votes (9.95%) were withheld.

The board is recommending that you vote for 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 67.

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 2026 annual meeting of shareholders.

Last year 70,623,480 of the votes (97.19%) were for our approach to executive compensation and 2,043,606 of the votes (2.81%) were against.

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.

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 notice 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/2026-annual-meeting and on SEDAR+ (sedarplus.com). Shareholders are encouraged to read the meeting materials in their entirety before voting.

Before the meeting

You can request a free paper copy of the meeting materials starting on April 2, 2026. Make your request right away or at least before 4 p.m. (Saskatoon time) on April 21, 2026, to receive the paper copy by mail in advance of the proxy voting deadline and the meeting date.

Registered shareholders

Contact Computershare, our transfer agent, by phone at 1-866-962-0498 (toll-free within Canada and the US) or 514-982-8716 (outside Canada and the US) and enter your 15-digit control number as indicated on your proxy form.

You can also contact Computershare at 1-866-964-0492 (toll-free) if you have questions about notice-and-access.

Non-registered shareholders

Contact Broadridge by going to proxyvote.com or by phone at 1-877-907-7643 (toll-free within Canada and the US) or 303-562-9305 (English) or 303-562-9306 (French) (outside Canada and the US) and enter your 16-digit control number as indicated on your voting instruction form.

You can also contact Broadridge this way if you have questions about notice-and-access.

Please retain your proxy form or voting instruction form. Another copy will not be sent if you request a paper copy of the meeting materials.

After the meeting

You can request a paper copy of the meeting materials up to one year from the date the meeting materials are filed on SEDAR+ (sedarplus.com).

Cameco has common shares and one Class B share (see below for further details about the Class B share). Only holders of our common shares have full voting rights. If you held common shares at the close of business on March 9, 2026, you or the person you appoint as your proxyholder can attend the virtual annual meeting and vote your shares.

Each Cameco common share you own is entitled to one vote, except where ownership and voting restrictions apply. As of March 9, 2026, we had 435,532,978 common shares issued and outstanding.

Management, to the best of its knowledge, is not aware of any shareholder holding 5% or more of our common shares as of March 9, 2026.

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 of shares. 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:

1. 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;

2. amend the articles in a way that would change the rights of Class B shareholders; or

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

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 116 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 plan to vote online during the meeting, you will need to complete the residency declaration online during the live webcast.

If we do not receive your residency declaration, we may consider you to be a non-resident of Canada. The chair of the meeting may ask shareholders and their proxyholders for additional information to verify compliance with our ownership and voting restrictions. The chair of the meeting will use the declarations and other information to determine compliance with our ownership restrictions.

Enforcement of ownership and voting restrictions

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

You can vote your shares in advance or vote in real time online 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, chief executive officer (CEO) of Cameco, or in his absence Jenny Hoffman, corporate secretary of Cameco, each with full power of substitution (the Cameco proxyholders), have agreed to act as proxyholder to vote your shares for you at the meeting according to your instructions, and they 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 wish to appoint another person as your proxyholder, carefully follow the instructions set out on the following pages.

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

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

• for electing each nominated director listed in this management proxy circular;

• for reappointing KPMG LLP as auditor and authorize the directors to fix their remuneration; and

• for the advisory vote on our approach to executive compensation.

All properly executed written proxies and properly completed proxies submitted by telephone or internet, delivered in accordance with this solicitation, are required to be voted at the meeting consistent with the directions provided in the proxy, unless the proxy is revoked as set out on page 12.

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

Make sure you allow enough time for your instructions to reach our transfer agent if you are sending your completed proxy form or voting instruction form by mail. To be valid, Computershare Investor Services Inc. (Computershare), our transfer agent, must receive your voting instructions before 10:00 a.m. CST on Tuesday, May 5, 2026 (the proxy deadline).

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

Questions and technical support

If you have questions about voting, completing the proxy form or residency declaration, or about the meeting in general, please contact Kingsdale, our strategic shareholder advisor and proxy solicitation agent:

Phone: 1-888-518-1558 (toll free within North America)

437-561-4997 (text and call enabled outside North America) Email: [email protected]

For technical support related to the live webcast of the meeting, please contact Lumi support at:

Email: [email protected]

Vote your shares in advance

Make sure your voting instruction form or proxy form is duly completed, signed and dated.

Vote online during the meeting

Follow the instructions on your voting instruction form and then submit your voting instructions using one of the following methods:

• Online: Go to https://www.proxyvote.com and vote using the unique 16-digit control number located on your voting instruction 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 instruction form. Be sure to allow enough time for your voting instructions to be received by your intermediary (which will be at least 24 hours prior to the proxy deadline).

  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 https://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 instruction 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 Invite Code. You will need the Invite Code to access and vote at the meeting.

  • To register a proxyholder, shareholders MUST visit https://www.computershare.com/Cameco by Tuesday, May 5, 2026, 10:00 a.m. CST, and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

    Your registration must be complete before the proxy deadline.

• Step 3: Once you have appointed yourself as proxyholder and received an Invite Code, follow these instructions on the day of the meeting to access and vote at the meeting online:

  • Log in to the meeting at https://meetings.lumiconnect.com/400-707-444-004

  • Click "I have a control number" and enter the Invite Code you received from our transfer agent.

  • Enter the password cameco2026 (case sensitive).

    Follow the instructions on your proxy form and send your voting instructions using one of the following methods:

• Online: Go to https://http://www.investorvote.com/ and vote using the control number located on your proxy form.

• Telephone: 1-866-732-VOTE (8683) (in Canada and the US) from a touch-tone phone and follow the voice instructions. If you vote by telephone, you cannot appoint anyone other than the Cameco proxyholders as your proxyholder.

• 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.

  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://meetings.lumiconnect.com/400-707-444-004

• Click "I have a control number" and enter the

  15-digit control number from your proxy form.

• Enter the password cameco2026 (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 Invite Code. Your proxyholder will need the Invite Code to access and vote at the meeting.

  • To register a proxyholder, shareholders MUST visit https://www.computershare.com/Cameco by Tuesday, May 5, 2026, 10:00 a.m. CST, and provide Computershare with their proxyholder's contact information, so that Computershare may provide the proxyholder with an Invite Code via email.

    NON-REGISTERED (BENEFICIAL) SHAREHOLDERS

    REGISTERED SHAREHOLDERS

    Continued …

    Vote online during the meeting

    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 Computershare before 10:00 a.m. CST on

    Tuesday, May 5, 2026, or 48 hours, excluding weekends and statutory holidays, before the meeting is reconvened if the meeting is postponed or adjourned.

    o 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 Invite Code.

    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 Invite Code 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 instruction 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.

    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.

    Your proxyholder's registration must be

    completed prior to the proxy deadline.

• Step 3: Once you have appointed your proxyholder and they have received an Invite Code 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://meetings.lumiconnect.com/400-707-444-004

  • Click "I have a control number" and enter the Invite Code they received from our transfer agent.

  • Enter the password cameco2026 (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.

    If you voted in advance online and wish to change your voting instructions, you can re-enter your vote using the control number on your proxy form. Follow the instructions on your proxy form and use any of the methods listed above.

    You can also revoke your proxy without providing new voting instructions by:

• sending a notice in writing to the corporate secretary at Cameco, at 2121 11th Street West, Saskatoon, Saskatchewan S7M 1J3, so it is received by 5:00 p.m. CST on Wednesday, May 6, 2026, the last business day before the meeting;

• giving a notice in writing to the chair of the meeting before the start of the meeting; or

• giving notice in any other manner permitted by law.

  The notice can be from you, or your attorney if they have your written authorization. If your shares are owned by a corporation, the written notice must be from its authorized officer or attorney.

  Note that if you attend the meeting online and vote your shares on any matter you will be deemed to have revoked any prior proxy or voting instruction for all matters.

  Attending the live webcast of the meeting as a guest

  Guests can log in to attend the meeting, but they will not be able vote or ask questions. Guests can log in at least 15 minutes prior to the start of the meeting:

• Log in at https://meetings.lumiconnect.com/400-707-444-004.

• Click "Guest" and complete the requested information. Then wait to be redirected to the meeting.

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

As our head office is in Saskatoon, Saskatchewan, we are holding our meeting virtually to facilitate broad shareholder participation. If you are a registered shareholder or a duly appointed proxyholder (including non-registered shareholders who have duly appointed themselves as proxyholder), you will be able to attend the meeting online, vote your shares and submit questions prior to the start of the meeting or during the meeting.

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

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

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

• Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform for your meeting. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization.

• Have your 15-digit control number or Invite Code (as applicable) ready.

• The meeting password is cameco2026 (case sensitive).

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

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

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

We are committed to shareholder engagement and believe that the virtual meeting format helps facilitate broader shareholder participation than an in-person meeting because our head office is in Saskatoon, Saskatchewan. It is anticipated that registered shareholders and duly appointed proxyholders (including non-registered shareholders who have properly appointed themselves as proxyholder) will be afforded substantially the same rights and opportunities to participate in the meeting as they would at an in-person or hybrid meeting.

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) can ask questions related to the business of the meeting via the online meeting platform. Any questions received from shareholders or proxyholders will be read aloud by the chair of the meeting or a Cameco representative. A Cameco representative will respond to questions at an appropriate point in the meeting or during the question-and-answer session. Questions directly related to a particular motion will be addressed after that motion has been introduced.

Once the formal business of the meeting has concluded, registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) will have the opportunity to ask questions unrelated to the formal business of the meeting. We will only answer questions of interest to all shareholders during the meeting. Questions that are (a) irrelevant to the business and affairs of Cameco or the business of the meeting, (b) related to material non-public information of Cameco, (c) related to personal grievances or to further personal interests, (d) derogatory or otherwise in bad taste, (e) repetitive of those made by another shareholder or duly appointed proxyholder or (f) out of order or otherwise not appropriate, will not be accepted, as determined by the chair of the meeting. It is possible that we may not be able to respond to all questions due to time

constraints. 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. We will post the question(s) and Cameco's answer(s) to all appropriate questions received during the meeting on the investor page of our website as soon as is practical after the meeting.

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

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

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

If the meeting is postponed or adjourned, the deadline for Computershare to receive your voting instructions will be extended to 48 hours (excluding Saturdays, Sundays and statutory holidays in Saskatchewan) before the meeting is reconvened for your new voting instructions to be valid. If you are a registered shareholder and wish to revoke your proxy without giving new voting instructions, the corporate secretary must receive the notice by 5:00 p.m. CST on the day before the meeting is reconvened or you must give notice to the chair of the meeting before the start of the reconvened meeting.

Beneficial shareholders can sign up for electronic delivery (e-delivery) of the meeting materials as a convenient and efficient way to access the materials. E-delivery is also an environmentally responsible method because it eliminates the use of printed paper and the carbon footprint associated with the mail delivery process. Signing up is quick and easy. Go to https://www.proxyvote.com and sign in with your control number. Vote for the meeting resolutions and following your vote confirmation, you will be able to select the box for electronic delivery and provide your email address. Once you register for e-delivery, going forward you will receive your meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.

If you have any questions or need assistance voting, please contact Kingsdale Advisors at 1-888-518-1558 (toll-free within North America) or 437-561-4997 (text and call enabled outside North America) or by email at [email protected].

‌Our Board of Directors is responsible for overseeing the management of our business and affairs. This year the board has nominated nine individuals, each of whom is qualified to serve on our board. All of the nominated directors have agreed to stand for election and serve for a term of one year. See Nomination process on page 32 for more information.

Board composition

This year's nominated directors have been selected based on several factors, including competencies and qualifications, experience, knowledge and other core attributes we require of directors. When assessing board composition, the Nominating, Corporate Governance and Risk Committee considers tenure, diversity, independence and the collective expertise of the directors on a broad range of issues the board faces when overseeing our business and affairs.

Daniel Camus is retiring from the board at the end of our 2026 annual meeting as he has reached our term limit of 15 years for directors.

Independence

Seven of our nine nominated directors (78%) are independent. Two directors are considered not independent: Tim Gitzel, CEO of Cameco and Tammy Cook-Searson, Chief of the Lac La Ronge Indian Band and President of Kitsaki Management Limited Partnership, the entity that manages the band's economic development activities including businesses that receive payments from Cameco.

Majority voting

The election of directors is governed by the majority voting requirements under the CBCA. The statutory voting requirement for uncontested director elections requires shareholders to vote for or against a director nominee. A nominee must receive a majority of for votes to be elected to the board. A nominated director who does not receive a majority of votes cast in favour of their election 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 in certain circumstances or until a successor is appointed or elected, whichever is earlier.

A profile of each nominated director follows with their background, key skills and experience, other public company directorships, as well as details about their 2025 meeting attendance, share ownership and voting results at our 2025 annual meeting of shareholders, as applicable.

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) ($125.68 for 2025 and $73.91 for 2024).

See our competency matrix on page 34 for a summary of the skills and experience of each nominee.

Age: 64 Mississauga, ON Canadian

Director since 2014

Independent

Key skills and experience

• Governance

• Executive leadership and strategy

• Risk governance

• Financial leadership, accounting and audit

• Investor relations

• Mining operations and exploration

Catherine's extensive career as a mining equity research analyst and geologist, and experience in project value analysis and mergers and acquisitions, contribute to the skills of Cameco's board. She serves as chair of Cameco's board and is a member of each board committee.

Catherine Gignac is a corporate director. She has more than 30 years of experience in capital markets and the mining industry and has held senior positions as a mining equity research analyst with leading global brokerage firms and independent boutiques. She has extensive experience in project value and investment analysis and spent her early working years as a geologist.

Catherine received a bachelor of science degree in geology (honours) from McMaster University. She is a member of the Institute of Corporate Directors, the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), and the Prospectors and Developers Association of Canada (PDAC). She is a past chair of the board of Women in Mining Canada where she served from 2018 to 2022 and served as a member of the Canadian Securities Administrators' mining technical advisory and monitoring committee (CSA MTAMC) until October 2020. She holds the ICD.D designation from the Institute of Corporate Directors.

Catherine has served on the Audit and Finance Committee and the Technical Committee (formerly Reserves Oversight) for her entire tenure. She has served as a member of the Nominating, Corporate Governance and Risk Committee since 2019 and as chair from 2021 to 2024, and as chair of the Technical Committee from 2015 to 2022. She has served on the audit, compensation, nominating and sustainability committees of other public company boards, and served as chair of the board of Corvus Gold Inc. for five years.

Board of Directors* (chair) 8 of 8 3 of 3 100%

* Catherine is a member of all committees, and she attended all committee meetings in 2025.

Other public company boards in past five years

OceanaGold Corporation (TSX) 2019 to June 2024

1. Based on total holdings calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX.

2. For evaluating compliance with Cameco's share ownership guidelines, Catherine's shares and DSUs held on December 31, 2025, are valued at $8,207,139 and represent 15.5x the board chair retainer of $530,000.

   2025 Voting results

   70,619,061 votes (97.18%) for | 2,049,126 votes (2.82%) against

   Tammy Cook-Searson

Age: 54

Lac La Ronge, SK Canadian

Director since 2023

Not independent

Key skills and experience

• Stakeholder and rights holder relations

• Executive leadership and strategy

• Governance

• People, compensation, talent and culture

• Business growth and transformation

  Tammy's leadership experience serving her local Indigenous community in northern Saskatchewan and as president of the entity that manages her band's economic and

  Tammy Cook-Searson is Chief of the Lac La Ronge Indian Band and the president of Kitsaki Management Limited Partnership, the entity that manages the band's economic development activities. Tammy was the band's first woman chief when she was elected in 2005 and, prior to being elected chief, she served on the band's council. She has more than 25 years of leadership, business development and management experience in northern Saskatchewan where some of Cameco's key assets are located.

  Tammy holds a master of business administration degree and a graduate diploma in management from Athabasca University. She also holds honorary degrees from the University of Regina, the Saskatchewan Indian Institute of Technologies and Saskatchewan Polytechnic. Tammy brings extensive leadership, community relations and development experience to the board, which includes finding solutions for social challenges and advocating for Indigenous issues. Her efforts have been recognized with many awards and medals, including the Indigenous Women in Leadership Award from Canadian Council of Aboriginal Business in 2021, the Canadian Armed Forces Special Services Medal in 2020 and the Queen Elizabeth II Diamond Jubilee Medal in 2012.

  Tammy is board chair of Saskatchewan Indian Gaming Authority (SIGA) since 2025 and serves the Saskatchewan Indigenous community in many capacities. She is a member of the boards and commissions of Prince Albert Grand Council, Federation of Sovereign Indigenous Nations, Assembly of First Nations and the Virtual Health Hub of Saskatchewan. She serves on the board of the Saskatoon Airport Authority.

  Board and committee membership	2025 Attendance
  	Regular Special Overall

  development activities provides a rich, valuable and unique perspective to Cameco's board and as a member of the Safety, Health and Environment Committee and the Technical Committee.

  Board of Directors

  Other public company boards in past five years

  Safety, Health and Environment Technical

  None

  8 of 8

  1. of 3

     3 of 3

     3 of 3 100%

     100%

     100%

     Securities held
     					Multiple of 2025	Compliance
     					annual retainer	with share
     	Cameco		Total shares	Market value of	(at market	ownership
     Year	shares	DSUs	and DSUs	shares and DSUs1	value)	guideline2
     2025	-	7,496	7,496	$ 942,075	3.2x
     2024	-	4,014	4,014	$ 296,664
     Change	-	3,482	3,482	$ 645,411

     • Yes

     1. Based on total holdings calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX.

     2. For evaluating compliance with Cameco's share ownership guidelines, Tammy's DSUs held on December 31, 2025, are valued at $942,075 and represent 3.2x the board member retainer of $290,000.

     2025 Voting results

     72,363,467 votes (99.58%) for | 304,720 votes (0.42%) against

     Tim Gitzel

Age: 63 Saskatoon, SK Canadian

Director since 2011 CEO

Not independent

Key skills and experience

• Executive leadership and strategy

• Governance

• Geopolitical, government, regulatory

• Nuclear industry

• International business and cultural perspectives

As Cameco's CEO, Tim brings the day-to-day business and operations perspective to the board and is responsible for executing Cameco's strategy. Tim has more than three decades of industry experience and brings added perspective as a member of the board of the World Nuclear Association and the Nuclear Energy Institute.

Tim Gitzel is CEO of Cameco. He served as president and CEO from July 2011 to August 2025, president from 2010 to 2011, and as senior vice-president and chief operating officer prior to that. Tim has over 30 years of senior management experience in the Canadian and international nuclear energy sector. Prior to joining Cameco, he was executive vice-president, mining business unit for Orano in Paris, France, where he was responsible for global uranium, gold, exploration and decommissioning operations in 11 countries.

Tim received his bachelor of arts and law degrees from the University of Saskatchewan. He also holds an honorary degree from Saskatchewan Polytechnic. He participated in an executive education programme facilitated by INSEAD in France. Tim serves the nuclear industry in many capacities, including the present leadership positions as a board member of the World Nuclear Association and the Nuclear Energy Institute and, since 2023, as a member of the International Atomic Energy Agency (IAEA) Standing Advisory Group on Nuclear Energy. He has served as chair of The Mosaic Company's compensation and human resources committee for six years and is a member of its corporate governance and nominating committee. He is also a member of the Business Council of Canada and member of the CEO advisory council of the Canada-India Business Council, as well as a co-chair of the Kazakhstan-Canada Business Council.

Tim is past president of the Saskatchewan Mining Association, and has served on the boards of SaskEnergy Corporation, the Saskatchewan Chamber of Commerce and Junior Achievement of Saskatchewan. He serves our community in numerous capacities, including several current and past leadership positions with charitable and non-profit organizations.

Board of Directors 8 of 8 3 of 3 100%

Other public company boards in past five years

The Mosaic Company (NYSE) 2013 to present

* Excludes performance share units (PSUs) that vested on December 31, 2025.

** Value of shares ($66,888,278), PSUs ($13,063,933) and restricted share units (RSUs) ($14,575,235) for 2025 are calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX. This is the total value of Tim's accumulated shares and other equity-based holdings.

See Incentive plan awards on page 102 for details about his stock options.

2025 Voting results

72,167,157 votes (99.31%) for | 501,030 votes (0.69%) against

Age: 54 Toronto, ON Canadian

Director since 2025

Independent

Key skills and experience

• Executive leadership and strategy

• Financial leadership, accounting and audit

• Risk governance

• Business growth and transformation

• Mining operations and exploration

  Marie brings CFO, strategy insight and leadership and financial experience to Cameco's board and our audit committee, having served in senior roles and on audit committees,

  Marie Inkster is a corporate director. From 2018 to 2021, she served as the president and CEO and a director of Lundin Mining Corporation, a diversified Canadian base metals mining company, and prior to that she served as senior vice president and chief financial officer from 2009 to 2018. She has more than 20 years of experience in public company management, corporate transactions, public and private debt and equity fundraising, and reporting and disclosure in the Canadian and international mining industry.

  Marie is a member of the Chartered Professional Accountants of Ontario. She received a bachelor of business administration degree from St. Francis Xavier University. She has held senior leadership and senior finance roles with mining companies with base metals mining operations in countries such as Australia, Botswana, Canada, the US, Portugal, Sweden, South Africa and countries across South America.

  Marie has served as a director and board chair of AbraSilver Resource Corp. since September 2025. She is the special committee chair for Foran Mining Corporation's independent directors, overseeing the company's potential sale. She also serves on the audit and risk, nominating, governance, and compensation committees, and brings expertise in finance, accounting, audit, human resources, and executive compensation from her senior roles in the mining industry. She has served on the audit and risk, governance, capital allocation and projects, and compensation committees of other public company boards and she was the audit committee chair at Lucara Diamond Corp. for her entire tenure on its board. She served on the board of the International Zinc Association for four years, including as board chair from November 2020 to January 2022.

  Board and committee membership	2025 Attendance
  	Regular Special Overall

  including her role as

  an audit committee chair, in mining

  Board of Directors

  Audit and Finance*

  Nominating, Corporate Governance and Risk*

  4 of 4

  2 of 2

  2 of 2

  3 of 3 100%

  100%

  100%

  companies with operations internationally. She serves on two of our committees.

  Marie is one of the Audit and Finance Committee's audit financial experts.

  * Marie joined two committees when she was elected to the board on May 9, 2025.

  Other public company boards in past five years

  AbraSilver Resource Corp. (chair) (TSX and OTCMKTS) Foran Mining Corporation (TSX)

  Securities held
  Year	Cameco shares	DSUs	Total shares and DSUs	Market value of shares and DSUs1	Multiple of 2025 annual retainer (at market value)	Deadline to meet share ownership guideline2
  2025	1,500	1,104	2,604	$ 327,267	1.1x	May 9, 2030
  20243	1,500	-	1,500	$ 110,865
  Change	-	1,104	1,104	$ 216,402

  Vale S.A. (NYSE, B3 and Euronext) Lucara Diamond Corp (TSX) Lundin Mining Corporation (TSX)

  September 2025 to present May 2024 to present April 2023 to July 2024

  2014 to 2024

  2018 to 2021

  1. Based on total holdings calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX.

  2. For evaluating compliance with Cameco's share ownership guidelines, Marie's shares held on December 31, 2025, are valued at $327,267 and represent 1.1x the board member retainer of $290,000.

  3. Marie owned the Cameco shares prior to joining the board.

  2025 Voting results

  72,503,876 votes (99.77%) for | 164,311 votes (0.23%) against

  Kathryn (Kate) Jackson

Age: 68

Indialantic, FL USA American

Director since 2017

Independent

Key skills and experience

• Operational excellence and safety

• Business growth and transformation

• Nuclear industry

• Capital projects

• Climate

• Sustainability

Kate brings extensive senior management and board experience in highly technical industries, including nuclear power

Kate Jackson is a corporate director. She is the former senior vice-president and chief technology officer of RTI International Metals Inc. and previously served as senior vice-president and chief technology officer for Westinghouse Electric Company, which included responsibility for sustainability and environment, health and safety. She has held various senior positions at the Tennessee Valley Authority and Alcoa Corporation.

Kate received a doctorate and a master's degree in engineering and public policy from Carnegie Mellon University. She also holds a master's degree in industrial engineering management from the University of Pittsburgh and a bachelor's degree in physics from Grove City College. She is an elected member of the National Academy of Engineering recognizing her contributions to management of large-scale power system technology, and harmonization of engineering solutions with public policy.

Kate is a member of the Carnegie Mellon University School of Engineering Dean's Advisory Council, the advisory board of the Carnegie Mellon Electricity Industry Center. From 2008 to 2014, she was the board chair of ISO New England Inc. - an independent, non-profit regional transmission organization serving several eastern US states. She serves on or has served on the audit, compensation, finance, nominating, technical and sustainability committees and has filled committee chair roles of other public company boards.

generation, to Cameco's board and the three committees she sits on, including her role as chair of

Board of Directors

Human Resources and Compensation

Other public company boards in past five years

Nominating, Corporate Governance and Risk (chair) Technical

8 of 8

5 of 5

1. of 4

   3 of 3

   3 of 3

   1. of 1

      100%

      100%

      100%

      100%

      the Nominating, Corporate Governance and Risk Committee. She has worked on both the

      Rice Acquisition Corporation 3 (NYSE) EQT Corporation (NYSE)

      Portland General Electric Company* (NYSE) Archaea Energy Inc.** (NYSE)

      Rice Acquisition Corporation (NYSE)

      * Kate will be leaving the Portland General Electric Company board as of April 2026.

      September 2025 to present

      2019 to present

      2014 to present

      2021 to 2022

      2020 to 2021

      utility and supplier side of the industry.

      ** Kate was a director of Rice Acquisition Corporation during 2020 and 2021 and served until 2022 as a director of the newly-formed company following a business combination with Archaea Energy LLC and Aria Energy LLC in 2021.

      Securities held
      					Multiple of 2025	Compliance
      					annual retainer	with share
      	Cameco		Total shares	Market value of	(at market	ownership
      Year	shares	DSUs	and DSUs	shares and DSUs1	value)	guideline2
      2025	-	45,419	45,419	$ 5,708,240	19.7x
      2024	-	42,410	42,410	$ 3,134,551
      Change	-	3,009	3,009	$ 2,573,689

      • Yes

      1 Based on total holdings calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX.

      2 For evaluating compliance with Cameco's share ownership guidelines, Kate's DSUs held on December 31, 2025, are valued at $5,708,240 and represent 19.7x the board member retainer of $290,000.

      2025 Voting results

      71,236,979 votes (98.03%) for | 1,431,208 votes (1.97%) against

      Don Kayne

Age: 68 Delta, BC Canadian

Director since 2016

Independent

Key skills and experience

• Executive leadership and strategy

• Operational excellence and safety

• People, compensation, talent and culture

• Business growth and transformation

• International business and cultural perspectives

Don brings many years of experience as a business executive in Canada's resource industry to Cameco's board as well as valuable insights into emerging Asian markets where Cameco does business. He serves on three of our

Don Kayne is a corporate director. He was special advisor to the CEO of Canfor Corporation, an integrated forest products company, throughout 2025. He served as president and CEO of Canfor Corporation from 2011 to 2024 and is the former CEO of Canfor Pulp Products Incorporated (2012 to 2022).

Don has extensive experience in international marketing. He spent his entire career

at Canfor, starting out as a regional sales representative in 1979. Prior to his appointment as CEO, Don spent 10 years as Canfor's vice-president of sales and marketing and is one of the lead architects of the market for British Columbia lumber in China. Don's work in growing markets for Canfor products around the world has provided him with deep connections to markets and customers in every region Canfor serves.

Don serves on the boards of private companies BC Hydro, a Canadian electric utility operating in British Columbia, Powerex Corp., an electricity marketing company, and as executive chair at Vitalus Nutrition Inc., and is a former director of VIDA Corporation, a Swedish wood products company which is owned 77% by Canfor. He has served the forestry industry in many capacities, including current and past leadership positions with provincial, national and international forestry-related associations and organizations. He is an International Fellow of the Royal Swedish Academy of Engineering Sciences. He serves as co-chair and director of the charitable organization Ching Tien Foundation for Women, which works to empower young women from Asia to become changemakers building on the work of its legacy organization, Educating Girls of Rural China Foundation. Don brings experience in human resources and executive compensation through his executive roles at Canfor.

committees, including as chair of the Human Resources and Compensation Committee.

Board of Directors

Other public company boards in past five years

Human Resources and Compensation (chair) Nominating, Corporate Governance and Risk Safety, Health and Environment

8 of 8

1. of 5

4 of 4

1. of 3

2. of 3

   1 of 1

   100%

   100%

   100%

   67%

   Canfor Corporation (TSX) and Canfor Pulp Products Incorporated (TSX) 2017 to 2024

   Securities held

with share

(at market ownership value) guideline2

DSUs1

DSUs and DSUs

Year

Total shares shares and

Cameco

shares

Multiple of 2025 Compliance

Market value of annual retainer

1. Based on total holdings calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX.

2. For evaluating compliance with Cameco's share ownership guidelines, Don's DSUs held on December 31, 2025, are valued at $14,648,249 and represent 50.5x the board member retainer of $290,000.

2025 Voting results

71,827,240 votes (98.84%) for | 840,947 votes (1.16%) against

Age: 69 Toronto, ON

Canadian and British Director since 2025

Independent

Key skills and experience

• Executive leadership and strategy

• Operational excellence and safety

• Business growth and transformation

• Investor relations

• Capital projects

• Mining operations and exploration

Peter brings

Peter Kukielski is the president and CEO of Hudbay Minerals Inc., a diversified Canadian mining company, and has served in that position since 2020, after having served as interim CEO since 2019. He has over 30 years of senior management experience in international mining activities. Peter has held president and CEO roles at Canadian and UK mining companies over the past 15 years and prior to that he served in other senior executive roles in the mining and metals sector.

Peter received a bachelor of civil engineering degree from the University of Rhode Island and a master of civil engineering degree from Stanford University. His mining industry experience includes development of major projects, supported by large workforces, in the mining and metals sector across North America, South America, the UK and parts of Asia.

Peter served on the board of Norsk Hydro from 2019 to 2025 and has served on the compensation, sustainability and nominations and governance committees of another public company board. He brings experience in risk management, mergers and acquisitions, strategy, climate change and workers' and human rights.

operational

excellence, stakeholder relations,

Board of Directors

Safety, Health and Environment* Technical*

1. of 4

   2 of 2

   2 of 2

   2 of 3 86%

   100%

   100%

   safety and leadership experience to Cameco's board, having served as CEO at mining companies with operations internationally. He serves on two of our committees.

   * Peter joined two committees when he was elected to the board on May 9, 2025.

   Other public company boards in past five years

   Hudbay Minerals Inc. (TSX and NYSE) Norsk Hydro ASA (Oslo Stock Exchange)

   2019 to present

   2019 to 2025

   Securities held
   					Multiple of 2025	Compliance
   					annual retainer	with share
   	Cameco		Total shares	Market value of	(at market	ownership
   Year	shares	DSUs	and DSUs	shares and DSUs1	value)	guideline2
   2025	7,665	1,810	9,475	$ 1,190,841	4.1x
   20243	7,665	-	7,665	$ 566,520
   Change	-	1,810	1,810	$ 624,321

   • Yes

   1. Based on total holdings calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX.

   2. For evaluating compliance with Cameco's share ownership guidelines, Peter's shares held on December 31, 2025, are valued at $1,190,841 and represent 4.1x the board member retainer of $290,000.

   3. Peter owned the Cameco shares prior to joining the board.

   2025 Voting results

   72,192,226 votes (99.35%) for | 475,960 votes (0.65%) against

   Dominique Minière

Age: 67 Toronto, ON

Canadian and French Director since 2023

Independent

Key skills and experience

• Executive leadership and strategy

• Operational excellence and safety

• Geopolitical, government, regulatory

• Nuclear industry

• International business and cultural perspectives

Dominique has four decades of nuclear energy experience and brings to Cameco's board a strong technical and nuclear specialist background as well as experience in nuclear fleet refurbishment, small modular reactor

Dominique Minière is a corporate director. He has more than 40 years of technical and senior management experience in the nuclear industry. Dominique served as the executive vice president of Ontario Power Generation (OPG), an electricity generator, in charge of new nuclear and international development from 2021 to 2022. Prior to that role, he served as OPG's executive vice president and chief strategy officer from 2020 to 2021 and as OPG's nuclear president from 2019 to 2020. He served as chief operating officer of Electricité de France, an electric utility company in charge of the nuclear and thermal fleet prior to his time at OPG.

Dominique received a civil engineering degree from the Ècole des Mines de Paris. He has extensive nuclear energy experience in France, Europe and Canada, including new nuclear, fuel conversion and enrichment. His industry leadership roles include having served as chair of GIFEN, the nuclear industry association in France, as president of the French Nuclear Society and as a board member of the World Association of Nuclear Operators. He has been awarded the "Chevelier de la Légion d'Honneur (Knight of the French Legion of Honour).

Dominique serves on the boards of private companies ORTEC Group, a French services company involved in services and engineering, and Engineering Planning and Management, Inc. (EPM), a US engineering company. He serves as a member of the Boralex Inc. board and on its human resources and investment and risk committees. Dominique is a member of Holtec International Inc.'s advisory board, a position he will leave in May 2026.

development and climate change strategy. He serves on three of our committees, including as chair of the Safety, Health and

Board of Directors

Other public company boards in past five years

Human Resources and Compensation Safety, Health and Environment (chair) Technical

8 of 8

1. of 5

3 of 3

3 of 3

3 of 3

1 of 1

100%

100%

100%

100%

1. Based on total holdings calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX.

2. For evaluating compliance with Cameco's share ownership guidelines, Dominique's DSUs held on December 31, 2025, are valued at $835,348 and represent 2.9x the board member retainer of $290,000.

2025 Voting results

72,102,629 votes (99.22%) for | 565,558 votes (0.78%) against

Age: 61 Calgary, AB

Canadian and Dutch Director since 2020

Independent

Key skills and experience

• Risk governance

• Sustainability

• Business growth and transformation

• Financial leadership, accounting and audit

• Digital, technology and cyber security

Leontine brings to Cameco's board a strong audit and finance background in the mining and energy sectors as well as

Leontine van Leeuwen-Atkins is a corporate director. She has over 30 years of experience in the global mining, power, utility and oil and gas industries, with a focus on corporate strategy. Leontine was a board member of KPMG Canada's national board until early 2019, serving on the National Acquisitions and Admissions and Succession committees. She was previously a partner with KPMG Canada and prior to that she was a partner at KPMG Netherlands.

Leontine is a fellow of the Chartered Professional Accountants of Alberta and holds the ICD.D designation from the Institute of Corporate Directors. She received a bachelor of business administration degree in finance from Acadia University and a master of business administration degree from Dalhousie University. In 2024, she achieved a certificate in cybersecurity oversight from Carnegie Mellon University.

Leontine serves as a director and audit committee chair of ARC Resources Ltd. and EPCOR Utilities Inc., a municipal utility. She was formerly audit committee chair at Points International Ltd. and Seven Generations Energy Ltd. She previously served on the Calgary executive advisory council of the Institute of Corporate Directors and from 2014 to 2020 served on the board and as audit committee chair of Calgary Economic Development.

governance and merger and acquisition advisory experience. She serves on three of our committees, including as chair of the Technical Committee.

Board of Directors Audit and Finance

Other public company boards in past five years

Nominating, Corporate Governance and Risk Technical (chair)

ARC Resources Ltd.* (TSX)

Points International Ltd. (TSX and NASDAQ)

8 of 8

5 of 5

4 of 4

3 of 3

3 of 3 100%

100%

100%

100%

2019 to present

2019 to 2022

Leontine is one of the Audit and Finance Committee's audit financial experts.

* Merged with Seven Generations Energy Ltd. in 2021 and Leontine continued to serve on the board after the merger.

1. Based on total holdings calculated using $125.68 for 2025 and $73.91 for 2024, the closing prices of Cameco shares on the last trading day of the year on the TSX.

2. For evaluating compliance with Cameco's share ownership guidelines, Leontine's shares and DSUs held on December 31, 2025, are valued at $2,354,550 and represent 8.1x the board member retainer of $290,000.

2025 Voting results

71,895,262 votes (98.94%) for | 772,925 votes (1.06%) against

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 four special meetings were held by the board and board committees in 2025.

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

The table below is a summary of the meetings held in 2025 and the overall attendance record. Meeting attendance for each director is provided in the director profiles beginning on page 16.

The board chair is a member of each board committee and Catherine Gignac attended all committee meetings in 2025.

Board committees function independently of management. Tim Gitzel, our CEO, is therefore not a member of any board committee but is invited to attend all committee meetings, and he attended all committee meetings in 2025.

Our director compensation program is intended to align with market practice and recognize the time commitment, responsibility and attention directors devote to board and committee responsibilities throughout the year.

Approach

Our director compensation program has three main 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; and

• 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 73).

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 69.

Director fees

The Human Resources and Compensation Committee's independent compensation consultant conducted a comprehensive review of the director compensation program and, upon the recommendation of the consultant and the committee, the board approved increases in director compensation for 2025 to align director fees at the median of the 2025 compensation comparator group (see page 73). Changes included an increase in the annual retainer (from

$375,000 to $530,000 for the board chair and from $200,000 to $290,000 for the other directors) as well as an increase of $5,000 for the committee chair retainers. Travel fees were updated and are based on travel time rather than distance to recognize that various modes of transportation are used and a distance-based fee may not adequately compensate directors for their time. An adjustment was also implemented for directors who are non-residents of Canada to reflect the additional demands associated with board service as a non-resident.

The table below shows the 2025 director fee schedule. Previous increases in director compensation were in 2022 as disclosed in our prior circulars.

Tim Gitzel is compensated in his role as CEO and does not receive any director compensation.

Director fee schedule1

ANNUAL RETAINER

Chair of the board Other directors

$ 530,000

$ 290,000

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 Technical Committee)

$ 30,000

$ 30,000

$ 20,000

COMMITTEE MEMBER RETAINERS (not including committee 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)

Based on travel time (from place of residence at time of meeting to place of residence following meeting): Between three and six hours

More than six hours

1. Directors who are non-residents of Canada receive an adjustment of 1.3x their total director fees, including all retainer and travel fees.

Non-executive directors do not participate in Cameco's incentive compensation plans or pension plans.

Share ownership requirements

As share ownership is an important part of compensation governance, we require each director to own Cameco

$ 2,000

$ 3,000

shares or deferred share units (DSUs) to align the interests of our directors and shareholders. Directors must hold at least three times their annual retainer in Cameco equity within five years of joining the board. The board chair has a higher ownership requirement because of the higher retainer, and a director who assumes the chair position has an additional three years to meet the increased level. Catherine Gignac meets the board chair ownership guidelines. As CEO, Tim Gitzel is required to meet our executive share ownership guidelines (see page 76).

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.

Directors must receive at least 60% of their director fees in DSUs. Directors can elect to receive the remaining director fees in cash or a portion in cash and the balance in DSUs in increments of 25% but must decide on the allocation before the beginning of each fiscal year. The Human Resources and Compensation Committee regularly reviews our share ownership guidelines to make sure they continue to align with market practice.

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, 2025, directors held DSUs worth a total of $42,157,580 (representing approximately 335,436 common shares) based on the year-end closing price of Cameco shares on the TSX ($125.68). Tim Gitzel meets his executive share ownership guidelines (see page 76).

1. The required value is $1,590,000 for the chair and $870,000 for the other directors.

2. Based on total holdings multiplied by the 2025 year-end closing share price of $125.68 on the TSX.

2025 Director compensation details

The next table shows the fees earned by each non-executive director in 2025 and the percentage of the annual retainer paid in DSUs.

1. Marie Inkster and Peter Kukielski joined the board on May 9, 2025, and their retainers have been prorated to reflect the time served on the board in 2025.

2. Kate Jackson is a non-resident of Canada and receives an adjustment of 1.3x her total director fees, including all retainers and travel fees.

Incentive plan awards - DSUs

The next table shows what each non-executive director earned in DSUs in 2025. We have combined information from two mandatory tables: Incentive plan awards - Value vested or earned during the year and Outstanding share-based and option-based awards into the table below:

• Share-based awards - Value vested during the year is the value of DSUs that the directors received in 2025, valued as of the grant dates. It includes all the DSUs that vested as of the grant date and DSUs granted as dividend equivalents in 2025.

• Share-based awards - Market or payout value of vested share-based awards not paid out or distributed is the value of DSUs that have vested. The DSUs were valued at the year-end closing price of Cameco shares on the TSX of $125.68. DSUs are paid out after a director retires from the board.

  Name	Share-based awards
  	Market or payout value of vested share-based Value vested during the year awards not paid out or distributed

  Catherine Gignac	$ 331,216	$ 5,127,979
  Tammy Cook-Searson	$ 310,645	$ 942,075
  Marie Inkster	$ 120,118	$ 138,747
  Kate Jackson	$ 271,272	$ 5,708,240
  Don Kayne	$ 365,753	$ 14,648,249
  Peter Kukielski	$ 196,964	$ 227,504
  Dominique Minière	$ 266,262	$ 835,348
  Leontine van Leeuwen-Atkins	$ 204,790	$ 2,354,550
  Daniel Camus	$ 225,905	$ 12,174,889
  Total	$ 2,292,925	$ 42,157,581

  See the director profiles beginning on page 16 and the share ownership table on page 27 for the number of Cameco shares and DSUs held by each director.

  Loans to directors

  As of March 9, 2026, Cameco and its subsidiaries had no loans outstanding to any current or former directors, except routine indebtedness as defined under Canadian securities laws.

  ‌Governance at Cameco‌

  Cameco recognizes the importance of sound governance, and we firmly believe it is the foundation for strong corporate performance.

  This section tells you about our board and how it operates, our expectations of directors, key governance policies and practices, and stakeholder engagement, among other things.

  About the board 30

  Key governance policies and practices 46

  How the board operates 46

  Our expectations of directors 55

  Stakeholder engagement 59

  Other information 61

  ‌About the board Board structure, composition and succession

  The board recognizes the need to balance skills, experience and other attributes on the board. As such, the Nominating, Corporate Governance and Risk Committee regularly reviews the composition of the board to make sure we have an appropriate combination of skills, experience, tenure and perspectives. The committee is responsible for ensuring that the board's succession planning process and policy on tenure and retirement provide for board refreshment that meets our ongoing needs. The committee is also responsible for the annual review of board composition and the nomination process.

  Board independence

  We believe that a substantial majority of our directors must be independent for the board to be effective and that the Audit and Finance Committee, Human Resources and Compensation Committee and Nominating, Corporate Governance and Risk Committee must be 100% independent.

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

  We follow a multi-step process annually to assess independence:

• Directors complete a detailed questionnaire.

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

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

  The Nominating, Corporate Governance and Risk Committee assists the board in its independence assessment for board membership purposes and for service on the Audit and Finance Committee and the Human Resources and Compensation Committee.

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

  Leadership and independence assessment

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

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

  Catherine Gignac currently serves as independent chair of the board.

  Key responsibilities include:

  • leading, managing and organizing the board consistent with our approach to governance;

  • encouraging high performance and commitment of all directors;

  • overseeing the board's strategic focus to ensure that it represents Cameco's best interests;

  • helping to set the tone and culture of Cameco;

  • overseeing the board's procedures so it can carry out its work effectively, efficiently and independently of management;

  • overseeing all board matters so they are properly addressed and brought to resolution as required;

  • requiring any matters delegated to the board committees to be properly carried out;

  • acting as the liaison between the board and the CEO and providing advice, counsel and mentorship to the CEO;

  • meeting with shareholders and other stakeholders in consultation with management;

  • participating in the recruitment and orientation of new directors; and

  • ensuring that Cameco provides timely and relevant information and access to other resources to support the board's work.

Term limits and retirement

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

Board chair succession

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

The Nominating, Corporate Governance and Risk Committee regularly discusses board succession and board chair succession as part of its responsibilities.

Director succession and recruitment

The Nominating, Corporate Governance and Risk Committee is responsible for the director recruitment process and overseeing board succession. It reviews the director core attributes and competency matrix annually to help ensure that the board has an appropriate mix of diversity, skills and experience. It also monitors upcoming director retirements to identify specific skills that may be desirable in new candidates.

To reach its recruitment goals, the board relies on the tools and processes implemented by the Nominating, Corporate Governance and Risk Committee as part of the director succession process. The committee:

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

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

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

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

The committee generally follows a tiered interview process to determine the most suitable candidates. A selection committee (consisting of the chair of the board, chair of the Nominating, Corporate Governance and Risk Committee and the CEO) interviews the candidates and additional interviews are conducted as necessary.

Nomination process

The Nominating, Corporate Governance and Risk Committee assesses the diversity, skills and experience of the board and is responsible for recommending director candidates for nomination on an annual basis. In assessing potential candidates, the committee reviews the list of potential conflict situations, as well as a report on actual and potential conflicts of interest, among other things, before recommending the nominees for appointment or election to the board.

Shareholders may at any time submit names of individuals for consideration as director nominees. The committee will consider submissions when assessing board composition and the skills, experience and other characteristics required to enhance the composition of the board and its oversight capabilities. See page 61 for more information about nominating individuals.

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

The Nominating, Corporate Governance and Risk Committee reviews the matrix annually to help ensure that the skills and range of experience reflect the strategic direction of the company. They also use the matrix to assess the skills, experience and attributes of continuing directors and to identify any gaps that would otherwise strengthen the board going forward, and to inform the director succession process.

Core attributes

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

Skills and experience

Every year, each director completes a self-assessment of their competencies to identify areas where they have significant or demonstrable experience. Each director also identifies their key skills and experience as part of this assessment, and these are set out in the director profiles beginning on page 16.

The chair of the Nominating, Corporate Governance and Risk Committee or the board chair meets with each director to review their self-assessment. The committee reviews the results for consistency and to be satisfied that the directors possess the requisite skills.

Catherine Gignac Tammy Cook-Searson Tim Gitzel

Marie Inkster Kate Jackson Don Kayne Peter Kukielski

Dominique Minière

Leontine van Leeuwen-Atkins

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

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

The board adopted a formal written diversity policy in 2014 (available on our website at cameco.com/about/governance), which includes a set of measurable targets to assist Cameco in achieving a diverse board. Among the four designated groups prescribed by the CBCA, our priority to date for board diversity has been to establish and achieve measurable targets for the representation of women and individuals with Indigenous heritage rather than members of a visible minority or persons with a disability, to reflect the diversity of the communities where we operate, size of the board and unique expertise required for board service. None of the director nominees has self-identified as a member of a visible minority or a person with a disability.

The Nominating, Corporate Governance and Risk Committee reviews board diversity every year, including the board diversity policy and appropriate diversity targets for Cameco.

Geographic representation

Our diversity policy requires the board to have directors with extensive experience in jurisdictions or geographic areas where Cameco has or anticipates having significant business interests.

The image to the right shows the geographic mix of our directors by residency. One nominee is a US citizen and resident, and three nominees have dual citizenship - one with Canadian and French citizenship, one with Canadian and British citizenship, and one with Canadian and Dutch citizenship.

Our board is subject to, and complies with, the terms of the Investment Canada Act and the Uranium Non-Resident Ownership Policy, which require at least two-thirds of our directors to be Canadian citizens, and the CBCA, which requires at least half of our directors to be Canadian residents.

Indigenous perspective

The board is committed to building long-lasting and trusting relationships with communities where we operate, and a significant portion of Cameco's operations are in northern Saskatchewan. Our diversity policy requires at least one director to have Indigenous heritage and be from Saskatchewan to bring to the board an understanding of the culture, heritage, values, beliefs and rights of the local Indigenous Peoples. One director nominee (11%) is Indigenous and the representation of directors with Indigenous heritage is considered when identifying and nominating candidates for appointment or election to the board.

Gender

Cameco values gender diversity and acknowledges, supports and respects all genders, gender identities, gender modalities and gender expressions. Our board diversity policy requires at least 30% of directors to be women. Women represent five (56%) of this year's nominees. While gender diversity is taken into consideration when nominating candidates for appointment or election to the board, all director candidates are identified based on skills and qualifications. The board and two of the board's five standing committees are chaired by women.

Age

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

The Nominating, Corporate Governance and Risk Committee oversees the annual performance and effectiveness assessment of the board, committees, the CEO and individual directors. We use questionnaires for the annual process and an independent third party to assess the board, committees and directors every five years.

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

The results are used to assess the board, the CEO, the composition of the committees, meeting effectiveness and the assessment framework to help ensure that the board is making the best use of each director's expertise and other attributes to enhance board performance. Any gaps in skills and experience are also identified as part of the process. Board assessment results are shared with all directors and committee assessment results are shared with their respective committee members.

Directors complete a self-assessment of their skills, performance and relevant experience. One-on-one discussions are held with the chair of the Nominating, Corporate Governance and Risk Committee to discuss the topics noted above, capacity, commitment and education opportunities. Directors also have an opportunity to give candid feedback on any issues or concerns relating to their performance, the performance of their peers or the functioning of the board.

> >

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

Independent board assessment

A board effectiveness assessment was conducted by an independent governance advisory firm in 2022, and it included interviews with all directors and executive officers and an assessment of our board composition, succession planning and board renewal process. Results were presented to the board, and an action plan was developed following the board's review of the report. Progress on the action plan was monitored by the Nominating, Corporate Governance and Risk Committee and the next third-party board assessment is scheduled for 2027.