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Powering a secure energy future 2026 Management Proxy Circular Notice of Annual Meeting of Shareholders May 7, 2026

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		15
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.

Focused on strategy

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.

Sound governance

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.

 

				MESSAGE TO SHAREHOLDERS		1

Investing in community

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.

Looking ahead

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

 

2		CAMECO CORPORATION

 

 

 

 

				NOTICE OF 2026 ANNUAL MEETING		3

 

 

 

 

4		CAMECO CORPORATION

Business of the meeting

 

 

Receive the financial statements

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.

 

Elect the directors

The board recommends you vote for each nominated director. Under the Canada Business Corporations Act (CBCA) requirements for uncontested director elections, you can vote for or against each nominated director (see page 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.

 

Reappoint the auditors

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.

 

				2026 MANAGEMENT PROXY CIRCULAR		5

 

6		CAMECO CORPORATION

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

 

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

 

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

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.

 

Other business

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

 

				2026 MANAGEMENT PROXY CIRCULAR		7

Delivery of meeting materials

We are using notice and access to deliver the meeting materials to shareholders. This means that Cameco will post the meeting materials online for shareholders to access electronically. You will receive a package in the mail with a 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.

How to obtain a paper copy of the meeting materials

 

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).

 

8		CAMECO CORPORATION

Voting

Who can vote

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.

Principal holders of common shares

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.

Our Class B share

The Province of Saskatchewan holds our one Class B share (100% of our Class B shares). This entitles the province to receive notices of and attend all meetings of shareholders, for any class or series 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:

 

(a)

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

 

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

 

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

Ownership and voting restrictions

Restrictions on owning, controlling and voting Cameco common shares are set out in the Eldorado Nuclear Limited Reorganization and Divestiture Act (Canada) (ENL Reorganization Act) and our company articles. See Appendix A on page 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.

 

				2026 MANAGEMENT PROXY CIRCULAR		9

Enforcement of ownership and voting restrictions

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

How to vote

You can vote your shares in advance or vote in real time 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.

 

 

10		CAMECO CORPORATION

		NON-REGISTERED (BENEFICIAL) SHAREHOLDERS		REGISTERED SHAREHOLDERS
The voting process is different depending on whether you are a registered or non-registered shareholder, and whether you vote in advance or online during the meeting.		You are a non-registered (beneficial) shareholder if your bank, trust company, securities broker, trustee or other financial institution holds your shares (your nominee). This means the shares are registered in your nominee’s name, and you are the beneficial shareholder. Many of our shareholders are non-registered shareholders.		You are a registered shareholder if your name appears on your share certificate.
Vote your shares in advance   Make sure your voting instruction form or proxy form is duly completed, signed and dated.		Follow the instructions on your voting instruction form and then submit your voting instructions using one of the following methods:   • Online: Go to www.proxyvote.com and vote using the unique 16-digit control number located on your voting 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).		Follow the instructions on your proxy form and send your voting instructions using one of the following methods:   • Online: Go to 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.
Vote online during the meeting		If you wish to attend the meeting and vote your shares in real time through the webcast, you will need to appoint yourself as proxyholder and register with our transfer agent. Carefully follow the instructions below. You must complete each of the steps below to attend the meeting and vote your shares in real time at the meeting online.   • Step 1: To appoint yourself as your proxyholder you may either:   ¡ Go to www.proxyvote.com and enter the control number listed on your voting instruction form. Go to the voting site and insert your name in the “Change Appointee” section. Follow all other instructions provided by your nominee.   ¡ Insert your name as proxy holder in the space provided on your voting instruction form and sign, date the form and mail it in the envelope provided or as otherwise instructed by your intermediary. Do not complete the voting instructions as you will vote in real time at the meeting.   You must provide your instructions before the time specified on your voting 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).		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.

 

				2026 MANAGEMENT PROXY CIRCULAR		11

		NON-REGISTERED (BENEFICIAL)  SHAREHOLDERS		REGISTERED SHAREHOLDERS
Continued ... Vote online during the meeting		¡ 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.		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.
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.		Contact your nominee if you need help providing new voting instructions, if you want to revoke your voting instructions (without giving new instructions) or if you want to vote at the meeting instead.		If you voted 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.

 

12		CAMECO CORPORATION

How to join the meeting

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.

Things to note

 

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

 

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

 

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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.

 

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

 

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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 support-ca@lumiglobal.com.

Asking questions

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

 

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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.

Other important things to know

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 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 contactus@kingsdaleadvisors.com.

 

14		CAMECO CORPORATION

About the nominated directors

Our Board of Directors is responsible for overseeing the management of our business and affairs. This year the board has nominated nine 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.

Director profiles

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.

 

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Catherine Gignac Chair of the Board

 

16		CAMECO CORPORATION

Tammy Cook-Searson

 

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Tim Gitzel

 

18		CAMECO CORPORATION

Marie Inkster

 

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Kathryn (Kate) Jackson

 

20		CAMECO CORPORATION

Don Kayne

 

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Peter Kukielski

 

22		CAMECO CORPORATION

Dominique Minière

 

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Leontine van Leeuwen-Atkins

 

24 CAMECO CORPORATION

2025 Meeting attendance

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

 

		Number of meetings								Overall    meeting attendance
		Regular				Special
Board			8				3				99%
Audit and Finance			5								100%
Human Resources and Compensation			5				1				100%
Nominating, Corporate Governance and Risk			4								100%
Safety, Health and Environment			3								93%
Technical			3								100%
Total			28				4				99%

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.

Director compensation and share ownership

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:

 

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

 

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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

 

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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.

 

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