6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of April, 2022

Cameco Corporation

(Commission file No. 1-14228)

2121-11th Street West

Saskatoon, Saskatchewan, Canada S7M 1J3

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F                                   Form 40-F      ✓     

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                                  No      ✓    

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

Exhibit Index
Exhibit No.	Description	Page No.
99.1	Notice of 2022 Annual Meeting of Shareholders
99.2	Notice and Access Notification to Shareholders
99.3	Cameco Corporation Management Proxy Circular
99.4	Cameco Corporation Proxy Form
99.5	Cameco Corporation 2021 Annual Report

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 6, 2022	Cameco Corporation
	By:     “Sean A. Quinn”
	Sean A. Quinn
	Senior Vice-President, Chief Legal Officer and Corporate Secretary

EX-99.1

Exhibit 99.1

Notice of our 2022 annual meeting of shareholders

You are invited to our 2022 annual meeting:

When

Tuesday, May 10, 2022

8:30 a.m. CST

Via live webcast from Saskatoon, SK

https://web.lumiagm.com/209792658

password: cameco2022 (case sensitive)

Your vote is important

If you held Cameco common shares on March 11, 2022, you are entitled to receive notice of and to vote at this meeting.

You can vote at the virtual meeting live or by proxy. We encourage shareholders to vote by proxy in advance of the meeting.

See pages 8 through 13 of the attached management proxy

circular for information about how to vote.

By order of the board of directors,

  

Sean Quinn

Senior Vice-President,

Chief Legal Officer and Corporate Secretary

Saskatoon, Saskatchewan

April 6, 2022

EX-99.2

Exhibit 99.2

	Notice and Access Notification to Shareholders
	Notice of 2022 Annual Meeting of Shareholders and Notice of Availability of Meeting Materials

Annual Meeting of Shareholders of Cameco Corporation will be held:
When:	Tuesday, May 10, 2022	Via live audio webcast from Saskatoon, SK at
	8:30 a.m. local time	https://web.lumiagm.com/209792658 (password cameco2022)

Cameco Corporation (the Company) has adopted the notice-and-access method for delivery of its meeting materials to its shareholders. As a registered or non-registered shareholder you are receiving this notification to advise that the meeting materials in connection with the 2022 annual meeting of shareholders are available online. The use of this alternate means of delivery is permitted by Canadian securities regulators and minimizes the use of printed paper materials to reduce printing, paper and mailing costs associated with the annual meeting of shareholders.

The Company has posted online electronic copies of the management proxy circular and the company’s 2021 annual report (which includes its audited consolidated financial statements for the fiscal year ended December 31, 2021 and related management’s discussion and analysis) (collectively, the meeting materials). Shareholders who have not provided standing instructions to receive meeting materials by mail are receiving this notification, along with either a proxy form or voting instruction form, so they may provide their voting instructions.

ACCESSING THE MEETING MATERIALS ONLINE
•  Via the Invest section of our website at cameco.com/invest/2022-annual-meeting	•  The company’s page on SEDAR (sedar.com)

MATTERS TO BE RECEIVED OR VOTED ON AT THE MEETING	proxy circular page reference
•  Elect the directors – election of the directors of Cameco Corporation	page 6, 14 to 23
•  Reappoint the auditors – reappoint KPMG as auditors	page 6
•  Receive the financial statements – receive the audited consolidated financial statements for the financial year ended December 31, 2021 and the auditor’s report thereon	page 7
•  Advisory vote on executive compensation (“say on pay”) – consider, and if deemed appropriate, adopt a non-binding advisory resolution on the company’s approach to executive compensation	page 7, 59 to 104

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

Requests for paper copies made before the meeting will be sent to you within three business days of receiving your request. To ensure receipt of the paper copy in advance of the voting deadline and meeting date, we estimate that your request must be received no later than 4:00 p.m. (Saskatoon time) on April 26, 2022 (this takes into account the three business day period for processing requests as well as typical mailing times). Please note that if you request a paper copy of the meeting materials,

you will not receive a new proxy form or voting instruction form, so please keep the original form sent with this notice in order to vote.

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

VOTING

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

In advance

Registered shareholders - You can vote online at www.tsxtrust.com/vote-proxy or by telephone at 1-888-489-5760. You may also vote by completing the proxy form and sending it to TSX Trust Company, Attention: Proxy Department at P.O. Box 721, Agincourt, ON M1S OA1.

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

Submit your voting instructions right away to meet the voting deadline. For your proxy voting instructions to be valid, they must be received by TSX Trust Company before 8:30 a.m. CST on Friday, May 6, 2022, or if the meeting is postponed or adjourned, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the meeting is reconvened.

Virtually at the meeting

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have appointed themselves as proxyholder) can participate in the meeting, submit questions and vote, all in real time, by connecting to the meeting via the internet to https://web.lumiagm.com/209792658 using the latest version of Chrome, Safari, Edge or Firefox on your computer, tablet or smartphone.

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

Appointing a proxyholder

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

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

See voting instructions on pages 10 through 13 of the management proxy circular for information on how to vote and other important things to know.

QUESTIONS

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

EX-99.3

Exhibit 99.3

About Cameco

Cameco is one of the largest global providers of the uranium fuel needed to energize a clean-air world. Our competitive position is based on our controlling ownership of the world’s largest high-grade uranium reserves and low-cost mining operations. Utilities around the world rely on our nuclear fuel products to generate 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.

Learn more about Cameco in this management proxy circular, our 2021 annual report, 2021 annual information form, and our 2020 environmental, social and governance (ESG) 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 2022 annual meeting of shareholders	4
Management proxy circular	5
Business of the meeting	6
Delivery of meeting materials	8
Voting	8
About the nominated directors	14
Director profiles	14
2021 Meeting attendance	24
Director compensation and share ownership	24
Governance at Cameco	28
About the board	29
Our corporate governance	44
Key policies and practices	44
How the board operates	44
Our expectations of directors	52
Stakeholder engagement	55
Other information	57
Executive compensation	59
Message from the Chair of Human Resources and Compensation Committee	60
Compensation discussion and analysis	62
Our 2021 named executive officers	63
Compensation governance	64
Compensation decision-making process	67
Our approach to executive compensation	68
Compensation components	71
2021 Performance and compensation decisions	78
CEO compensation summary	89
2022 Compensation decisions	92
2021 Compensation details	93
Summary compensation table	93
Incentive plan awards	95
Equity compensation plan information	97
Pension benefits	98
Loans to executives	100
Termination and change of control	101
Appendices	105

Message from the Chair of the Board

and the CEO¹

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

Protecting our people

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

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

Strategic focus

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

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

¹ The message from the chair of the board and the CEO contains forward-looking information and is based upon the assumptions and subject to the material risks described at pages 2 through 4 of our 2021 management’s discussion and analysis (MD&A). Actual outcomes for future periods may be significantly different.

2022 MANAGEMENT PROXY CIRCULAR    1

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

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

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

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

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

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

ESG and risk oversight

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

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

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

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

2    CAMECO CORPORATION

Sound governance

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

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

Community leadership

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

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

Looking ahead

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

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

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

Sincerely,

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

2022 MANAGEMENT PROXY CIRCULAR    3

Notice of our 2022 annual meeting of shareholders

You are invited to our 2022 annual meeting:

When

Tuesday, May 10, 2022

8:30 a.m. CST

Via live webcast from Saskatoon, SK

https://web.lumiagm.com/209792658

password: cameco2022 (case sensitive)

Your vote is important

If you held Cameco common shares on March 11, 2022, you are entitled to receive notice of and to vote at this meeting.

You can vote at the virtual meeting live or by proxy. We encourage shareholders to vote by proxy in advance of the meeting.

See pages 8 through 13 of the attached management proxy circular for information about how to vote.

By order of the board of directors,

  

Sean Quinn

Senior Vice-President,

Chief Legal Officer and Corporate Secretary

Saskatoon, Saskatchewan

April 6, 2022

4    CAMECO CORPORATION

Management proxy circular

You have received this circular because you owned Cameco common shares on March 11, 2022. Management is soliciting your proxy for the 2022 annual meeting of shareholders, and we pay all proxy solicitation costs.

As a shareholder, you have the right to attend the annual meeting of shareholders on May 10, 2022, and to vote your shares. In light of the ongoing impact of the COVID-19 pandemic, we are holding this year’s meeting virtually. If you are unable to attend the meeting during 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 15, 2022 and has authorized us to distribute it to you. We have also sent a copy to each of our directors and to our auditors.

Date of information	Currency
The information contained in this circular is as of March 11, 2022, except where otherwise noted.	All dollar amounts are in Canadian dollars, unless indicated otherwise.

2022 MANAGEMENT PROXY CIRCULAR    5

Business of the meeting

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

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

  Elect the directors

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

  Reappoint the auditors

The board, on the recommendation of the audit and finance committee, has proposed that KPMG LLP (KPMG) be reappointed as our auditors until the end of our next annual meeting. KPMG, or its predecessor firms, have been our auditors since Cameco was incorporated in 1988. You can vote for reappointing KPMG, or you can withhold your vote.

Auditors reinforce the importance of a diligent and transparent financial reporting process, and strengthen investor confidence in our financial reporting. KPMG provides us with three types of services:   ·   audit services generally relate to the audit and review of annual and interim financial statements and notes, conducting the annual audits of affiliates, auditing our internal controls over financial reporting and providing other services that may be required by regulators. These may include services for registration statements, prospectuses, reports and other documents that are filed with securities regulators, or other documents issued for securities offerings.   ·   audit-related services include advising on accounting matters, attest services not directly linked to the financial statements that are required by regulators and conducting audits of employee benefit plans.   ·   tax services relate to tax compliance and tax advice that are beyond the scope of the annual audit. These include reviewing transfer-pricing documentation and correspondence with tax authorities, preparing corporate tax returns, and advice on international tax matters, tax implications of capital market transactions and capital tax.   The table below shows the fees paid to KPMG and its affiliates for services in 2020 and 2021. The board has invited a representative of KPMG to attend the meeting. Auditor assessment The audit and finance committee undertakes an annual assessment of KPMG, which includes reviewing the evaluation results of the auditor’s activities completed by committee members and management and reviewing the auditor’s audit quality indicators. The committee also considers the auditor’s independence on an annual basis. KPMG regularly rotates its partners and staggers the rotation of the lead engagement partner and the local partner. This provides the continuity necessary to audit a complicated business while ensuring that fresh approaches to the audit process are also being brought forward.  

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

6    CAMECO CORPORATION

  Receive the financial statements

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

You can download a copy of our 2021 annual report (which includes our consolidated financial statements for the year ended December 31, 2021 and management’s discussion and analysis (MD&A) and the auditors’ report) on our website (cameco.com/invest/financial-information). You will receive a paper copy of the annual report only if you requested one.

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

The board is recommending that you vote in favour of our approach to executive compensation. Please take some time to read about our compensation strategy, our compensation program, how we assess performance and how the board makes decisions. You can find a full discussion about executive compensation at Cameco starting on page 60.

The board believes this non-binding advisory vote gives shareholders a timely and effective way to give input to the board and the human resources and compensation committee on this important matter. You can vote for or against our approach to executive compensation by voting on the following resolution:

Be it resolved that, on an advisory basis and not to diminish the role and responsibilities of the board of directors for executive compensation, the shareholders accept the approach to executive compensation disclosed in Cameco’s management proxy circular delivered in advance of the 2022 annual meeting of shareholders.

  Other business

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

2022 MANAGEMENT PROXY CIRCULAR    7

  Delivery of meeting materials

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

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

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

How to request a paper copy

Before the meeting

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

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

After the meeting

If you would like to receive a paper copy of the meeting materials after the meeting, you can make your request up to one year from the date the meeting materials are filed on SEDAR. Please call 1-888-433-6443 (toll free) or 1-416-682-3801 outside Canada and the United States, or send an email to: tsxt-fulfilment@tmx.com.

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

Voting

Who can vote

Cameco has common shares and one class B share, but only holders of our common shares have full voting rights. If you held common shares at the close of business on March 11, 2022 (the record date), you or the person you appoint as your proxyholder can attend the annual meeting and vote your shares.

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

Principal holders of common shares

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

Our class B share

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

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

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

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

8    CAMECO CORPORATION

Ownership and voting restrictions

Restrictions on owning, controlling and voting Cameco common shares are set out in the Eldorado Nuclear Limited Reorganization and Divestiture Act (Canada) (ENL Reorganization Act) and our company articles. See Appendix A on page 105 for the definitions in the ENL Reorganization Act, including definitions of resident and non-resident. Ownership restrictions for non-residents were put in place so that Cameco would remain Canadian controlled.

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

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

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

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

Residency declarations

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

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

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

Enforcement of ownership and voting restrictions

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

2022 MANAGEMENT PROXY CIRCULAR    9

How to vote

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

Voting by proxy

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

Tim Gitzel, president and CEO of Cameco, or in his absence Sean Quinn, senior vice-president, chief legal officer and corporate secretary of Cameco (the Cameco proxyholders), have agreed to act as proxyholder to vote your shares for you at the meeting according to your instructions. You have the right to appoint someone other than the Cameco proxyholders to represent you at the meeting (the person you appoint does not need to be a Cameco shareholder).

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

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

· for electing each nominated director

· for reappointing KPMG LLP as auditors

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

All properly executed written proxies, and properly completed proxies submitted by telephone or internet, delivered in accordance with this solicitation, are required to be voted at the meeting consistent with the directions provided in the proxy unless the proxy is revoked prior to completion of voting at the meeting.

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

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

Make sure you allow enough time for your instructions to reach our transfer agent if you are sending your completed proxy form or voting instruction form by mail. To be valid, TSX Trust Company, our transfer agent, must receive your voting instructions before 8:30 a.m. CST on Friday, May 6, 2022 (the proxy deadline).

If you are a non-registered (beneficial) shareholder, submit your voting instructions right away to allow enough time for your intermediary to receive the information and act on your instructions before the deadline specified in your voting instruction form.

10    CAMECO CORPORATION

	NON-REGISTERED (BENEFICIAL) SHAREHOLDERS	REGISTERED SHAREHOLDERS
The voting process is different depending on whether you are a registered or non-registered shareholder.	You are a non-registered (beneficial) shareholder if your bank, trust company, securities broker, trustee or other financial institution holds your shares (your nominee). This means the shares are registered in your nominee’s name, and you are the beneficial shareholder. Many of our shareholders are non-registered shareholders.	You are a registered shareholder if your name appears on your share certificate.
Vote your shares in advance Make sure your voting instruction form or proxy form is duly completed, signed and dated.	Follow the instructions on your voting instruction form and then submit your voting instructions using one of the following methods: •  Online: Go to www.proxyvote.com and vote using the unique control number located on your voting information form. •  Phone: Call 1-800-474-7493 (English) or 1-800-474-7501 (French). •  Fax: Send your duly completed voting instruction form by fax to 1-905-507-7793 (English) or 1-514-281-8911 (French). •  Mail: Mail your completed voting instruction form using the envelope provided. Submit your voting instructions before the time specified on your voting information form. Be sure to allow enough time for your voting instructions to be received by your intermediary, at least 24 hours prior to the proxy deadline.	Follow the instructions on your proxy form and send your voting instructions using one of the following methods: •  Online: Go to www.tsxtrust.com/vote-proxy and vote using the control number located on your proxy form. •  Email: Send a scanned copy of both sides of your completed proxy form to proxyvote@tmx.com. •  Fax: Fax both sides of your completed proxy form to 1-866-781-3111. •  Mail: Mail your completed proxy form using the envelope provided. To be valid, your proxy form must be received by our transfer agent before the proxy deadline.
Vote online during the meeting	If you wish to attend the virtual meeting and vote your shares in real time, you will need to appoint yourself as proxyholder and register with our transfer agent. Carefully follow the instructions below. You must complete each of the steps below in order to attend the virtual meeting and vote your shares in real time. •  Step 1: To appoint yourself as your proxyholder you may either: ¡ Go to www.proxyvote.com and enter the control number listed on your voting instruction form. Go to the voting site and insert your name in the “Change Appointee” section. Follow all other instructions provided by your nominee. ¡ Insert your name as proxy holder in the space provided on your voting instruction form and sign, date the form and mail it in the envelope provided or as otherwise instructed by your intermediary. Do not complete the voting instructions as you will vote in real time at the meeting. You must provide your instructions before the time specified on your voting information form, which will be at least 24 hours prior to the proxy deadline. •  Step 2: Then register yourself with our transfer agent to receive your 13-digit control number. You will need the control number to access and vote at the meeting. Register online at https://tsxtrust.com/control-number-request.html, or register by phone at 1-866-751-6315. Your registration must be complete before the proxy deadline. •  Step 3: Once you have appointed yourself as proxyholder and received a control number, follow these instructions on the day of the meeting to access and vote at the meeting: ¡ Log in to the meeting at https://web.lumiagm.com/209792658. ¡ Click “I have a control number” and enter the 13-digit control number you received from our transfer agent.	If you wish to attend and vote at the meeting, you must follow these instructions on the day of the meeting: •  Log in to the meeting at https://web.lumiagm.com/209792658. •  Click “I have a control number” and enter the 13-digit control number from your proxy form. •  Enter the password cameco2022 (case sensitive). •  Follow the instructions to vote your shares when prompted. Log in at least 15 minutes prior to the start of the meeting. Be sure to stay connected for the duration of the meeting. If you want to appoint someone else to vote your shares for you If you want to appoint someone else (other than the Cameco proxyholders) to be your proxyholder, to attend the meeting and vote your shares according to your instructions, follow the three steps below. •  Step 1: Enter the name of the person you are appointing in the space provided on your proxy form and submit your form using one of the methods indicated above. This step must be completed by at least 24 hours prior to the proxy deadline. •  Step 2: Then register the name of the person you are appointing with our transfer agent to receive their 13-digit control number. Your proxyholder will need the control number to access and vote at the meeting. Register your proxyholder online at https://tsxtrust.com/control-number-request.html, or register by phone at 1-866-751-6315. Your proxyholder’s registration must be completed prior to the proxy deadline.

2022 MANAGEMENT PROXY CIRCULAR    11

	NON-REGISTERED (BENEFICIAL) SHAREHOLDERS	REGISTERED SHAREHOLDERS
Continued ... Vote online during the meeting	¡ Enter the password cameco2022 (case sensitive). ¡ Follow the instructions to vote your shares when prompted. Log in at least 15 minutes prior to the start of the meeting. Be sure to stay connected for the duration of the meeting. If you hold shares in more than one account, be sure to appoint yourself as proxyholder for all accounts at the same time so that you will only require one control number. If you do not appoint yourself as your proxyholder, you may still attend the meeting, but only as a guest. Guests cannot vote or ask questions. If you want to appoint someone else to vote your shares for you If you want to appoint someone else to be your proxyholder, to attend the meeting and vote your shares according to your instructions, follow the three steps above and enter that person’s name as your proxyholder in Step 1. In Step 2, be sure to register them in order to receive the 13-digit control number to access the meeting. Then they can follow the details in Step 3 to log in to the meeting and vote your shares for you. Your intermediary must receive your instructions by the time specified on your voting information form, which will be at least 24 hours prior to the proxy deadline. You will also need to complete your proxyholder’s registration before the proxy deadline. If you appoint someone else as your proxyholder, you may still attend the meeting but only as a guest.	•  Step 3: Once you have appointed your proxyholder and they have received a control number from our transfer agent, your proxyholder must follow these instructions on the day of the meeting to access and vote at the meeting: ¡ Log in to the meeting at https://web.lumiagm.com/209792658. ¡ Click “I have a control number” and enter the 13-digit control number they received from our transfer agent. ¡ Enter the password cameco2022 (case sensitive). ¡ Follow the instructions to vote when prompted. Your proxyholder should log in at least 15 minutes prior to the start of the meeting. Be sure to remind them to stay connected for the duration of the meeting. If you appoint someone else as your proxyholder, you may still attend the meeting but only as a guest.
You can revoke your proxy or voting instructions if you change your mind Any new instructions will only take effect if they are received by TSX Trust Company before 8:30 a.m. CST on Friday, May 6, 2022 or 48 hours before the meeting is reconvened if the meeting is postponed or adjourned.	Contact your nominee if you need help providing new voting instructions, if you want to revoke your voting instructions (without giving new instructions) or if you want to vote at the meeting instead.	If you voted online in advance and you wish to change your voting instructions, you can re-enter your vote using the control number on your proxy form. Follow the instructions on your proxy form and use any of the methods listed above. You can also revoke your proxy without providing new voting instructions by: •  sending a notice in writing to the corporate secretary at Cameco, at 2121 - 11th Street West, Saskatoon, Saskatchewan S7M 1J3, so he receives it by 5 p.m. CST on the last business day before the meeting (Monday, May 9, 2022) •  giving a notice in writing to the chair of the meeting before the start of the meeting •  giving notice in any other manner permitted by law. The notice can be from you or your attorney, if they have your written authorization. If your shares are owned by a corporation, the written notice must be from its authorized officer or attorney. Note that if you attend the meeting and vote your shares on any matter you will be deemed to have revoked any prior proxy or voting instruction for all matters.
Attending the virtual meeting as a guest	Guests can log in to the meeting, but cannot vote or ask questions. Guests can log in at least 15 minutes prior to the start of the meeting: •  Log in at https://web.lumiagm.com/209792658. •  Click “Guest” and complete the requested information. Then wait to be redirected to the virtual meeting.

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

12    CAMECO CORPORATION

How to join the virtual meeting

This year’s meeting will again be virtual, so shareholders and proxyholders will not be able to attend in person. If you are a registered shareholder or a duly appointed proxyholder (including non-registered shareholders who have duly appointed themselves as proxyholder), you will be able to attend the meeting, vote your shares, and submit questions prior to the start of the meeting or during the meeting. If you are a non-registered shareholder and do not appoint yourself as proxyholder, then you may attend the meeting as a guest, but you will not be able to vote or ask questions.

Things to note

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

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

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

· Have your 13-digit control number ready.

· The meeting password is cameco2022 (case sensitive).

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

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

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

Asking questions at the virtual meeting

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

Questions received from shareholders about the business of the meeting will be read by the chair of the meeting or a designate, and responded to by a Cameco representative as they would be at a shareholders meeting held in person. As at an in-person meeting, to ensure fairness for all attendees, the chair of the meeting will determine the amount of time allocated to each question, and will have the right to limit or consolidate questions and reject questions that do not relate to the business of the meeting or are determined to be inappropriate or otherwise out of order.

Other important things to know

If for any reason a nominated director becomes unable to serve, your proxyholder has the right to vote for another nominated director at their discretion, unless you have indicated that you want to withhold your shares from voting on the election of directors.

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

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

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

2022 MANAGEMENT PROXY CIRCULAR    13

About the nominated directors

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

Board composition

This year’s nominated directors are qualified and bring a mix of attributes and skills to Cameco’s board. They have been selected based on several factors, including competencies and qualifications, experience, knowledge and other core attributes we require of directors. When assessing board composition, the nominating, corporate governance and risk committee considers tenure, diversity, independence and the collective expertise of the board members on a broad range of issues the board faces when overseeing our business and affairs.

Independence

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

Majority voting

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

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

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

Director profiles

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

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

14    CAMECO CORPORATION

Ian Bruce, Chair of the Board

Age: 68

Calgary, AB

Canadian

Director since: 2012

Independent

Key skills and experience

· Board / corporate governance

· Financial acumen

· Investor relations

· Investments / mergers and acquisitions

· Risk oversight

Ian brings a strong finance and investment banking background as well as board, executive, energy sector, and leadership experience to Cameco’s board. He serves as chair of the Cameco board and is a member of each of the five

board committees.

Ian Bruce is a corporate director. He is the former president and CEO of Peters & Co. Limited, an independent investment dealer. He has more than 30 years of experience in investment banking with specialization in corporate finance and mergers and acquisitions, predominantly in the oil and gas industry.

Ian is a fellow of the Chartered Professional Accountants of Alberta, a recognized Specialist in Valuation under Canadian CPA rules, and a chartered business valuator. He is a past member of the Expert Panel on Securities Regulation for the Minister of Finance of Canada and is also a past board member and chair of the Investment Industry Association of Canada.

Prior to becoming board chair in May 2018, Ian was chair of the human resources and compensation committee. He has served on Cameco’s audit committee for his entire tenure and has also served on audit and compensation committees of other public-company boards. Ian became board chair of MEG Energy Corp. in 2020 and is a director of the private company, Qube Technologies Inc. He is the audit committee chair and board member of the Opportunity Calgary Investment Fund.

	2021 Attendance
Board And Committee Membership	Regular		Special		Overall
Board chair*		7 of 7		1 of 1	100%

* Ian is a member of all committees and he attended all committee meetings in 2021.

Other public company boards in past five years
MEG Energy Corp. (TSX)	2019 to present
Cona Resources Ltd.* (TSX)	2014 to 2018

* Ian was a director of Northern Blizzard Resources Inc., a predecessor company to Cona Resources Inc., from 2011 to 2014, and continued to serve as a director from 2014 to 2018 after it changed its name to Cona Resources Ltd. and became a public company in 2014.

Securities held
Year	Cameco shares		DSUs		Total shares and DSUs		Market value of shares and DSUs1		Multiple of 2021 annual retainer (at market value)		Share ownership guideline compliant2
2021		75,000		87,466		162,466		$4,480,812		11.9x	✓ Yes
2020		75,000		79,673		154,673		$2,637,175
Change		–		7,793		7,793		$1,843,637

1 Based on total holdings multiplied by the closing price of Cameco common shares on the TSX on December 31: $17.05 (2020) and $27.58 (2021).

2 For evaluating compliance with Cameco’s Share ownership guidelines, Ian’s shares and DSUs held at December 31, 2021 are valued at $4,483,220 and represent 12x the board chair retainer of $375,000.

 2021 voting results

 99.5% votes for

Ian was a director of Laricina Energy Limited (Laricina), a junior oil sands private company, from 2013 to 2017. Laricina was under Companies’ Creditors Arrangement Act (Canada) (CCAA) protection from March 26, 2015 until February 1, 2016, when it exited from CCAA protection. Its restructuring plan was approved by the Alberta Court of Queen’s Bench on July 22, 2015.

2022 MANAGEMENT PROXY CIRCULAR    15

Leontine Atkins

Age: 57

Calgary, AB

Canadian and Dutch

Director since: 2020

Independent

Key skills and experience

· Financial acumen

· Board / corporate governance

· Human resources and executive compensation

· Risk oversight

· International energy markets

Leontine brings a strong audit and finance background to our board as well as corporate governance and merger and acquisition advisory experience. Leontine chairs the audit committee of one other publicly-traded

company.

Leontine Atkins is a corporate director. Leontine was a board member of KPMG Canada’s National Board of Directors until early 2019, serving on the National Acquisitions and Admissions and Succession committees. She was previously a Partner with KPMG Canada from 2006 to 2019. Prior to that she was a Partner at KPMG Netherlands until she moved to Canada in 2006. 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 received a bachelor of business administration degree in finance from Acadia University and a master of business administration degree from Dalhousie University. She holds CPA and CA designations as well as the ICD.D designation from the Institute of Corporate Directors.

Leontine serves as a director and audit committee member of both Points International Ltd. and ARC Resources Ltd. She is chair of the Points International Ltd. audit committee, and was audit committee chair of Seven Generations Energy Ltd. prior to its merger with ARC Resources Ltd. She is a director and audit committee member of the municipal utility, EPCOR Utilities Inc. and served on the board and as audit committee chair of Calgary Economic Development from 2014 to 2020. She serves on the executive committee of the Calgary Chapter of the Institute of Corporate Directors.

			2021 Attendance
Board and committee membership	Regular		Special		Overall
Board of directors		7 of 7		1 of 1	100%
Audit and finance*		3 of 3			100%
Nominating, corporate governance and risk		4 of 4			100%
Reserves oversight		2 of 2			100%

* Leontine joined the audit and finance committee in May 2021.

Other public company boards in past five years
ARC Resources Ltd.* (TSX)	2019 to present
Points International Ltd. (TSX and NASDAQ)	2019 to present

* A merger with Seven Generations Energy Ltd. occurred in 2021 and Leontine continues to serve on the board after the merger.

Securities held
Year	Cameco shares		DSUs		Total shares and DSUs		Market value of shares and  DSUs1		Multiple of 2021 annual retainer (at market value)		Share ownership guideline compliant2
2021		3,252		8,191		11,443	$	315,598		1.6x	✓ Yes
2020		3,252		3,330		6,582	$	112,223
Change		–		4,861		4,861	$	203,375

1 Based on total holdings multiplied by the closing price of Cameco common shares on the TSX on December 31: $17.05 (2020) and $27.58 (2021).

2 For evaluating compliance with Cameco’s share ownership guidelines, Leontine’s shares and DSUs held at December 31, 2021 are valued at $316,806, and represent 1.6x the board member retainer of $200,000. Leontine has until August 1, 2025 to meet the share ownership guideline target.

 2021 Voting results

 99.7% votes for

16    CAMECO CORPORATION

Daniel Camus

Age: 69

Westmount, QC

Canadian and French

Director since: 2011

Independent

Key skills and experience

• Financial acumen

• International business

• Investments / mergers and acquisitions

• Uranium / nuclear

• Risk oversight

Daniel brings CFO, international business and energy sector experience, in particular in nuclear, to Cameco’s board and the two committees he sits on, including as chair of the audit and finance committee. He also chairs the compensation committee of another public company.

Daniel Camus is a corporate director. He is the former group CFO and head of strategy and international activities of Electricité de France SA (EDF). Based in France, EDF is an integrated energy operator active in the generation (including nuclear generation), distribution, transmission, supply and trading of electrical energy with international subsidiaries. He is the former CFO of the humanitarian finance organization, The Global Fund to Fight AIDS, Tuberculosis and Malaria, a position he held from 2012 to 2017.

Daniel holds a PhD in Economics from Sorbonne University, and an MBA in finance and economics from the Institute d’Études Politiques de Paris. Over the past 25 years, he has held various senior roles with the Aventis and Hoechst AG Groups in Germany, the US, Canada, and France. He has chaired several audit committees and brings experience in human resources and executive compensation through his senior executive roles at international companies where he worked on business integrations in Germany, the US, Canada, and France. He is the audit committee chair and board member of the non-governmental organization, FIND Diagnostics, located in Geneva, Switzerland and of MedAccess plc, located in London, UK.

Board and committee membership	2021 Attendance
	Regular		Special		Overall
Board of directors  Audit and finance (chair)  Human resources and compensation		7 of 7 5 of 5 5 of 5		1 of 1 1 of 1	100% 100% 100%

Other public company boards in past five years
ContourGlobal PLC, London (LSE)  SGL Carbon SE, Wiesbaden (Xetra)  Valeo SA, Paris (NYX)	2016 to present 2008 to 2018 2006 to 2018

Securities held

Year

Cameco shares

DSUs

Total shares and DSUs

Market value of shares and  DSUs1

Multiple of 2021 annual retainer (at market value)

Share ownership guideline compliant2

2021  2020  Change

– – –

89,615 87,059 2,556

89,615 87,059 2,556

$2,471,582 $1,484,356 $987,226

12.4x

✓ Yes

1 Based on total holdings multiplied by the closing price of Cameco common shares on the TSX on December 31: $17.05 (2020) and $27.58 (2021).

2 For evaluating compliance with Cameco’s share ownership guidelines, Daniel’s DSUs held at December 31, 2021 are valued at $2,472,758 and represent 12.4x the board member retainer of $200,000.

 2021 Voting results

 99.3% votes for

2022 MANAGEMENT PROXY CIRCULAR    17

Donald Deranger

Age: 66

Prince Albert, SK

Canadian

Director since: 2009

Independent

Key skills and experience

· Board / corporate governance

· Stakeholder relations / government / public policy

· Safety, health and environment / sustainability

· Uranium / nuclear

Donald’s experience as a contractor in northern Saskatchewan and a leader in the Saskatchewan Indigenous community provides a rich, valuable and unique perspective to Cameco’s board and as a member of three of our board committees.

Donald Deranger is an advisor to the Athabasca Basin Development Corporation and non-executive chair of the board of Points Athabasca Contracting Limited Partnership, a northern Saskatchewan Indigenous contractor that does business with Cameco. He is also a governance advisor to the Dené Suliné Nation, which is located in northern regions across western Canada.

Donald is the past president of Learning Together, a non-profit Indigenous organization that works to build relationships with the mining industry, and he continues to assist in an ex-officio capacity. He was the Athabasca vice chief of the Prince Albert Grand Council from 2003 to 2012. Donald has served as a director of the Sylvia Fedorchuk Centre for Nuclear Innovation since 2014. He also served as a director of the Tazi Twe Hydroelectric Project from 2014 to 2016.

An award-winning leader in the Saskatchewan Indigenous community, Donald brings to the board a deep understanding of the culture and peoples of northern Saskatchewan where some of our key assets are located.

	2021 Attendance
Board and committee membership	Regular		Special		Overall
Board of directors		7 of 7		1 of 1	100%
Nominating, corporate governance and risk		4 of 4			100%
Reserves oversight		2 of 2			100%
Safety, health and environment		3 of 3		1 of 1	100%

 Other public company boards in past five years

 None

Securities held
Year	Cameco shares		DSUs		Total shares and DSUs		Market value of         shares and DSUs1		Multiple of 2021 annual retainer (at market value)		Share         ownership guideline compliant2
2021		–		74,110		74,110		$2,043,954		10.2x	✓ Yes
2020		–		71,847		71,847		$1,224,991
Change		–		2,263		2,263		$818,963

1 Based on total holdings multiplied by the closing price of Cameco common shares on the TSX on December 31: $17.05 (2020) and $27.58 (2021).

2 For evaluating compliance with Cameco’s share ownership guidelines, Donald’s DSUs held at December 31, 2021 are valued at $2,063,130 and represent 10.3x the board member retainer of $200,000.

 2021 Voting results

  99.4% votes for

18    CAMECO CORPORATION

Catherine Gignac

Age: 60

Mississauga, ON

Canadian

Director since: 2014

Independent

Key skills and experience

· Mining, exploration and operations

· Financial acumen

· Investments / mergers and acquisitions

· Investor relations

· Safety, health and environment / sustainability

Catherine’s extensive career as a mining equity research analyst and geologist, and experience in project value analysis and mergers and acquisitions, expand the range of skills of Cameco’s board. She is chair of our nominating, corporate governance and risk committee and also serves on two other board committees.

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 is a member of the Institute of Corporate Directors, the Canadian Institute of Mining & Metallurgy, 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 until March 2021. She served as a member of the Canadian Securities Administrators’ mining technical advisory and monitoring committee (CSA MTAMC) until October 2020.

Catherine was the principal of Catherine Gignac & Associates from 2011 to 2015. She served as chair of the public company, Corvus Gold Inc., from 2014 to 2019 and as a member of its board for six years.

	2021 Attendance
Board and committee membership	Regular		Special		Overall
Board of directors		7 of 7		1 of 1	100%
Audit and finance		5 of 5			100%
Nominating, corporate governance and risk (chair)*		4 of 4			100%
Reserves oversight (former chair)**		2 of 2			100%

 * Catherine became committee chair in May 2021.

** Catherine left the committee chair position in August 2021.

Other public company boards in past five years
OceanaGold Corporation (TSX)	2019 to present
Corvus Gold Inc. (TSX)	2013 to 2019
Trevali Mining Corporation (TSX)	2012 to 2017

Securities held
Year	Cameco shares		DSUs		Total shares and DSUs		Market value of         shares and DSUs1		Multiple of 2021 annual retainer (at market value)		Share ownership guideline         compliant2
2021		20,000		36,831		56,831		$1,567,399		7.8x	✓ Yes
2020		20,000		36,734		56,734		$967,315
Change		–		97		97		$600,084

1 Based on total holdings multiplied by the closing price of Cameco common shares on the TSX on December 31: $17.05 (2020) and $27.58 (2021).

2 For evaluating compliance with Cameco’s share ownership guidelines, Catherine’s shares and DSUs held at December 31, 2021 are valued at $1,567,664 and represent 7.8x the board member retainer of $200,000.

 2021 Voting results

  99.6% votes for

2022 MANAGEMENT PROXY CIRCULAR    19

Tim Gitzel

Age: 59

Saskatoon, SK

Canadian

Director since: 2011

President and CEO

Not independent

Key skills and experience

· Uranium / nuclear

· International business

· Mining, exploration and operations

· Legal / regulatory

· Operational excellence

As Cameco’s president and CEO, Tim brings the day-to-day business and operations perspective to the board, and is responsible for executing Cameco’s strategy. Tim has almost 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 president and CEO of Cameco. He served as president from 2010 to 2011, and prior to that served as senior vice-president and chief operating officer. Tim has more than 25 years of senior management experience in Canadian and international uranium activities. 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 participated in an executive education programme facilitated by INSEAD in France. He was appointed to the board of the Nuclear Energy Institute in 2012 and to The Mosaic Company board in October 2013. He currently serves as chair of The Mosaic Company’s compensation committee. He served as chair of the World Nuclear Association from 2012 to 2014 and continues to serve as a member of the board. He is also a member of the board of directors 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.

			2021 Attendance
Board and committee membership	Regular		Special		Overall
Board of directors		7 of 7		1 of 1	100%

Other public company boards in past five years
The Mosaic Company (NYSE)	2013 to present

Securities held
Year	Cameco shares		PSUs*			RSUs		Total shares, PSUs and RSUs		Market value of shares, PSUs and RSUs**		Executive share ownership guideline compliant
2021		370,035		312,834			208,522		891,391		$24,584,564	✓ Yes
2020		370,035		345,242			130,362		845,639		$14,418,145
Change		–		(32,408	)		78,160		45,752		$10,166,419	(see pages 69 and 70)

 * Excludes PSUs that vested on December 31, 2021.

** Value of shares ($10,205,565), PSUs ($8,627,962) and RSUs ($5,571,037) for 2021 are calculated using $27.58 for 2021 and $17.05 for 2020, the year-end closing prices of Cameco shares on the TSX. This is the total value of Tim’s accumulated shares and other equity-based holdings.

See Incentive plan awards on page 95 for details about his stock options.

 2021 Voting results

 99.6% votes for

20    CAMECO CORPORATION

Jim Gowans

Age: 70

Surrey, BC

Canadian

Director since: 2009

Independent

Key skills and experience

· Safety, health and environment / sustainability

· Capital projects

· Enterprise leadership

· International business

· Mining, exploration and operations

· Operational excellence

Jim brings strong experience in the resource sector to Cameco’s board through an extensive career as a senior executive with several major mining companies and his role as past chair of The Mining Association of Canada. He serves on three of our board committees including as chair of the safety, health and environment committee.

Jim Gowans is a corporate director. He has over 30 years of experience as a senior executive in the mining industry, including holding executive positions at Debswana Diamond Company in Botswana, DeBeers SA, DeBeers Canada Inc., PT Inco in Indonesia, and Placer Dome Ltd. He served as interim president and CEO of Trilogy Metals Inc. from August 2019 to May 2020. He was president, CEO and a director of Arizona Mining Inc. from January 2016 to August 2018. Prior to that, he was senior advisor to the chair of the board of Barrick Gold Corporation from August to December 2015, and co-president from July 2014 to August 2015. Jim is the past chair of the Mining Association of Canada.

Jim received a bachelor of applied science degree in mineral engineering from the University of British Columbia and attended the Banff School of Advanced Management. He has extensive mining knowledge and perspective on the importance of sustainability and stakeholder relations. In 2021, he became a director and board chair of the private company, Paycore Minerals Inc.

			2021 Attendance
Board and committee membership	Regular		Special		Overall
Board of directors		7 of 7		1 of 1	100%
Audit and finance		5 of 5			100%
Reserves oversight		2 of 2			100%
Safety, health and environment (chair)		3 of 3		1 of 1	100%

Other public company boards in past five years
Marathon Gold Corporation (TSX)	2020 to present
New Gold Inc. (TSX)	2018 to present
Trilogy Metals Inc. (NYSE-MKT)	2019 to present
Titan Mining Corporation (TSX)	2018 to 2021
Detour Gold Corporation (TSX)	2018 to 2019
Arizona Mining Inc. (TSX)	2016 to 2018
Dominion Diamond Corporation (TSX)	2016 to 2017

Securities held
Year	Cameco shares		DSUs		Total shares and DSUs		Market value of shares and DSUs1		Multiple of 2021 annual retainer (at market value)		Share ownership guideline compliant2
2021		9,000		87,285		96,285		$2,655,540		13.3x	✓ Yes
2020		9,000		82,598		91,598		$1,561,746
Change		–		4,687		4,687		$1,093,794

1 Based on total holdings multiplied by the closing price of Cameco common shares on the TSX on December 31: $17.05 (2020) and $27.58 (2021).

2 For evaluating compliance with Cameco’s share ownership guidelines, Jim’s shares and DSUs held at December 31, 2021 are valued at $2,683,588 and represent 13.4x the board member retainer of $200,000.

 2021 Voting results

 87.5% votes for

Jim was a director of Gedex Technologies Inc. (Gedex), an Ontario-based developer of airborne geological imaging technology, from 2015 to November 2019. Gedex was under Companies’ Creditors Arrangement Act (Canada) (CCAA) protection from August 12 to December 5, 2019, when it exited from CCAA protection. Its restructuring plan was approved by the Ontario Supreme Court of Justice on December 18, 2019.

2022 MANAGEMENT PROXY CIRCULAR    21

Kathryn (Kate) Jackson

Age: 64

Pittsburgh, PA USA

American

Director since: 2017

Independent

Key skills and experience

· Uranium / nuclear

· Safety, health and environment / sustainability

· Risk oversight

· Operational excellence

· Human resources and executive compensation

· Capital projects

Kate brings extensive senior management and board experience in highly technical industries, including nuclear power generation, to Cameco’s board and the four committees she sits on. She has worked on both the utility and supplier side of the industry.

Kate Jackson is a corporate director. She is the former senior vice-president and chief technology officer of RTI International Metals Inc. (from 2014 to 2015) and previously served as senior vice-president and chief technology officer for Westinghouse Electric Company (from 2008 to 2014), 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.

Kate chaired the ISO New England Inc. board from 2008 to 2014. ISO New England Inc.

is an independent non-profit regional transmission organization serving a number of

Eastern US states. Kate is a member of Carnegie Mellon University School of Engineering Dean’s Advisory Council and the advisory board of the Carnegie Mellon Electricity Industry Centre. She is a member of the University of Pittsburgh Engineering School Board of Visitors and serves as a member of the compensation committees of both Portland General Electric company and EQT Corporation.

			2021 Attendance
Board and committee membership	Regular		Special		Overall
Board of directors		7 of 7		1 of 1	100%
Human resources and compensation		5 of 5		1 of 1	100%
Nominating, corporate governance and risk		4 of 4			100%
Safety, health and environment		3 of 3		1 of 1	100%
Reserves oversight (chair)*		1 of 1			100%

*  Kate joined the reserves oversight committee as chair in August 2021.

Other public company boards in past five years
Archaea Energy Inc.* (NYSE)	September 2021 to present
EQT Corporation (NYSE)	2019 to present
Portland General Electric Company (NYSE)	2014 to present
Rice Acquisition Corporation (NYSE)	2020 to 2021
Hydro One Limited (TSX)	2015 to 2018
Rice Energy, Inc. (NYSE)	April to Nov 2017

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

Securities held
Year	Cameco shares		DSUs		Total shares and DSUs		Market value of shares and DSUs1		Multiple of 2021 annual retainer (at market value)		Share ownership guideline compliant2
2021		–		42,083		42,083		$1,160,649		5.8x	✓ Yes
2020		–		37,133		37,133		$633,118
Change		–		4,950		4,950		$527,531

1 Based on total holdings multiplied by the closing price of Cameco common shares on the TSX on December 31: $17.05 (2020) and $27.58 (2021).

2 For evaluating compliance with Cameco’s share ownership guidelines, Kate’s DSUs held at December 31, 2021 are valued at $1,162,102, and represent 5.8x the board member retainer of $200,000

 2021 Voting results

 98.6% votes for

22    CAMECO CORPORATION

Don Kayne

Age: 64

Delta, BC

Canadian

Director since: 2016

Independent

Key skills and experience

• Enterprise leadership

• Human resources and executive compensation

• International business

• Investments / mergers and acquisitions

• Safety, health and environment / sustainability

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 two of our committees, including as chair of the human resources and compensation committee.

Don Kayne is the president and CEO of Canfor Corporation and the CEO of Canfor Pulp Products Incorporated. He serves as a director of both Canfor companies.

Don has extensive experience in international marketing. He has spent his entire career at Canfor, starting out as a regional sales representative in 1979. Prior to being appointed 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 is a director of the private company, VIDA Corporation, a Swedish wood products company of which Canfor owns 70%. He serves the forestry industry in many capacities, including numerous current and past leadership positions with provincial, national and international forestry-related associations and organizations. He is a patron of the BCIT INSPIRE Campaign and is chair and director of the charitable organization Educating Girls of Rural China Foundation, which works to transform the lives of women and communities in rural areas of western China by providing access to education. Don brings experience in human resources and executive compensation through his senior executive roles at Canfor.

	2021 Attendance
Board and committee membership	Regular		Special		Overall
Board of directors		7 of 7		1 of 1	100%
Human resources and compensation (chair)		5 of 5		1 of 1	100%
Safety, health and environment		3 of 3		1 of 1	100%

Other public company boards in past five years
Canfor Corporation* (TSX)	2017 to present
Canfor Pulp Products Incorporated* (TSX)	2017 to present

* Canfor Corporation holds a controlling interest in Canfor Pulp Products Incorporated. The entities share an executive team and committee assignments, and board meetings are held concurrently.

Securities held
Year	Cameco shares		DSUs		Total shares and DSUs		Market value of shares and DSUs1		Multiple of 2021 annual retainer (at market value)		Share ownership guideline compliant2
2021		–		95,678		95,678		$2,638,799		13.2x	✓ Yes
2020		–		86,352		86,352		$1,472,302
Change		–		9,326		9,326		$1,166,497

1 Based on total holdings multiplied by the closing price of Cameco common shares on the TSX on December 31: $17.05 (2020) and $27.58 (2021).

2 For evaluating compliance with Cameco’s share ownership guidelines, Don’s DSUs held at December 31, 2021 are valued at $2,641,635 and represent 13.2x the board member retainer of $200,000.

 2021 Voting results

  90.2% votes for

2022 MANAGEMENT PROXY CIRCULAR    23

2021 Meeting attendance

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

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

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

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

Director compensation and share ownership

Our director compensation program aligns with market practice and recognizes the time commitment, responsibility and attention directors devote to board and committee responsibilities throughout the year. The human resources and compensation committee assists the board in overseeing the director compensation policies and program. You can read about compensation governance starting on page 64.

Approach

Our director compensation program has the following objectives:

· Recruit and retain qualified individuals to serve as members of our board and contribute to our overall success.

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

· Pay competitively by positioning compensation at the median of director compensation paid by companies that are comparable in size and similar to Cameco in the nature and scope of operations. We use the same comparator group to benchmark executive and director compensation (see page 68).

Share ownership requirements

Share ownership is an important function of compensation governance. We require each director to own Cameco shares or deferred share units (DSUs) to align the interests of our directors and shareholders. The human resources and compensation committee regularly reviews and assesses our guidelines to make sure they continue to align with market practice. We require directors to hold at least three times their annual retainer within five years of joining the board, and they must receive at least 60% of the annual retainer in DSUs until they meet the ownership requirement. The board chair has a higher ownership requirement because of the higher retainer, and a director who assumes the chair position has an additional three years to meet the increased level. As president and CEO, Tim Gitzel is required to meet our executive share ownership guidelines (see page 69).

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

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

24    CAMECO CORPORATION

year. The director compensation table on the next page shows the percentage of the annual retainer paid in DSUs in 2021 for each director.

To assess compliance, we use our year-end closing share price on the TSX or the price the shares or units were acquired at, whichever is higher. As of December 31, 2021, directors held a total of $14,376,336 worth of DSUs (representing approximately 521,259 common shares) based on the year-end closing price of Cameco shares on the TSX of $27.58. Tim Gitzel meets his executive share ownership guidelines (see page 70).

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

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

Director fee schedule

The table below shows our 2021 fee schedule for directors (all amounts are in Canadian dollars). Tim Gitzel is compensated in his role as president and CEO and does not receive any director compensation.

ANNUAL RETAINER
Chair of the board Other directors	$375,000 $200,000
COMMITTEE CHAIR RETAINERS
Audit and finance committee Human resources and compensation committee Other committees (nominating, corporate governance and risk, reserves oversight, and safety, health and environment)	$20,000 $20,000 $11,000
COMMITTEE RETAINERS
Audit and finance committee members Human resources and compensation committee members Member of more than two committees (per additional committee)	$5,000 $5,000 $5,000
TRAVEL FEES (PER ROUND TRIP)
Over 1,000 km within Canada From the US From outside North America	$1,700 $2,100 $3,300

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

2022 MANAGEMENT PROXY CIRCULAR    25

Following a review of the director compensation program by the human resources and compensation committee, and upon the recommendation of the human resources and compensation committee, the board of directors approved modest adjustments to director compensation, as it relates to committee chair and committee member fees, to be effective January 1, 2022. The table below shows the 2022 fee schedule for committee chairs and committee members.

COMMITTEE CHAIR RETAINERS
Audit and finance committee Human resources and compensation committee Other committees (nominating, corporate governance and risk, safety, health and environment, and technical (formerly the reserves oversight))	$25,000 $25,000 $15,000
COMMITTEE MEMBER RETAINERS (not including chairs)
Audit and finance committee members Human resources and compensation committee members Members of the other three committees (per committee premium)	$10,000 $10,000 $5,000

2021 Director compensation details

The next table shows the fees earned by each non-executive director in 2021, based on the fee schedule in effect in 2021 and their committee memberships. Ian Bruce is our non-executive chair of the board and his annual retainer reflects the fees paid to him in this capacity.

	Annual retainer		Committee retainers				Travel fee1		Total paid		% of annual retainer paid in DSUs
Name	Board		Committee member		Committee chair
Ian Bruce		$375,000		–		–		–		$375,000		50%
Leontine Atkins2		$200,000		$6,538		–		–		$206,538		60%
Daniel Camus		$200,000		$10,000		$20,000		–		$230,000		25%
Donald Deranger		$200,000		$5,000		–		–		$205,000		25%
Catherine Gignac3		$200,000		$10,000		$13,599		–		$223,599		–
Jim Gowans		$200,000		$10,000		$11,000		–		$221,000		50%
Kate Jackson4		$200,000		$11,250		$5,431		–		$216,681		60%
Don Kayne		$200,000		$5,000		$20,000		–		$225,000		100%
Anne McLellan5		$69,231		$1,731		$3,808		–		$74,770		25%
Total		$1,844,231		$59,519		$73,838		–		$1,977,588		–

1. No travel fees paid as all meetings in 2021 were held virtually.

2. Leontine Atkins served on three committees following her appointment to the audit and finance committee in May 2021.

3. Catherine Gignac became chair of the nominating, corporate governance and risk committee in May 2021 and was chair of the reserves oversight committee (renamed the technical committee effective January 1, 2022) until August 2021.

4. Kate Jackson served on four committees since August 2021 when she became chair of the reserves oversight committee (renamed the technical committee effective January 1, 2022).

5. Anne McLellan was chair of the nominating, corporate governance and risk committee and retired from the board on May 6, 2021.

26    CAMECO CORPORATION

Incentive plan awards – DSUs

The next table shows what each non-executive director earned in DSUs in 2021. 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 2021, valued as of the grant dates. It includes all of the DSUs that vested as of the grant date and DSUs granted as dividend equivalents in 2021.

· Share-based awards – Market or payout value of vested share-based awards not paid out or distributed provides the value of all of the directors’ DSUs that have vested. The DSUs were valued at the year-end closing price of Cameco shares on the TSX of $27.58. DSUs are not paid out until after the director retires from the board.

Name	Share-based awards
	Value vested during the year		Market or payout value of vested share-based awards not paid out or distributed
Ian Bruce		$194,348		$2,412,310
Leontine Atkins		$120,570		$225,906
Daniel Camus		$64,610		$2,471,583
Donald Deranger		$57,127		$2,043,943
Catherine Gignac		$2,939		$1,015,808
Jim Gowans		$117,388		$2,407,322
Kate Jackson		$123,274		$1,160,657
Don Kayne		$232,478		$2,638,807
Anne McLellan		$23,328		$1,602,472
Total		$936,062		$15,978,808

You can read about the number of Cameco shares and DSUs held by each director in the director profiles beginning on page 15 and the share ownership table on page 25.

Loans to directors

As of March 11, 2022, we and our subsidiaries had no loans outstanding to any current or former directors, except routine indebtedness as defined under Canadian securities laws.

2022 MANAGEMENT PROXY CIRCULAR    27

Governance at Cameco
About the board	29
Board structure, composition and succession	29
Skills, attributes and experience	31
Board diversity	34
Board, committee and director assessments	35
Director development	36
Board committees	38
Our corporate governance	44
Key governance policies and practices	44
How the board operates	44
Role of the board	45
Succession planning and leadership development	49
Internal controls	51
Our expectations of directors	52
Code of conduct and ethics	52
Serving on other boards	54
Change in position	55
Stakeholder engagement	55
Disclosure	55
Engagement with the investment community	56
Say on pay	56
How to engage with the board	57
Other information	57
Voting results	57
Shareholder proposals	57
Advance notice by-law	57
Accessing our governance and other regulatory disclosure	57
Compliance	58

28    CAMECO CORPORATION

About the board

Board structure, composition and succession

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

Board independence

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

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

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

· directors complete a detailed questionnaire

· the board reviews directors against our independence criteria, considering all relevant facts and circumstances, including the relationship the director may have with us – 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 and human resources and compensation committees.

Our independence criteria meet the standards of the Canadian Securities Administrators as set out in Multilateral 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 U.S. 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).

Independence assessment

The independent chair of the board serves a five-year term and is appointed by the independent board members. The roles of chair and CEO have been separate since 2003. Our CEO has primary responsibility for the operational leadership and strategic direction of Cameco, while our independent 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.

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

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INDEPENDENT CHAIR

INDEPENDENT BOARD

Ian Bruce currently serves as independent chair of the board. The chair’s key responsibilities include: ·   leading, managing and organizing the board consistent with our approach to governance ·   encouraging high performance and commitment of all directors ·   overseeing the board’s strategic focus to ensure that it represents Cameco’s best interests ·   helping to set the tone and culture of Cameco ·   overseeing the board’s procedures so it can carry out its work effectively, efficiently and independently of management ·   overseeing all board matters so they are properly addressed and brought to resolution as required ·   requiring any matters delegated to the board committees to be properly carried out ·   acting as the liaison between the board and the CEO and providing advice, counsel and mentorship to the CEO ·   meeting with shareholders and other stakeholders in consultation with management ·   participating in the recruitment and orientation of new directors ·   ensuring that Cameco provides timely and relevant information and access to other resources to support the board’s work.

·   8 of our 9 director nominees are independent – all directors are independent except for Tim Gitzel, as he is our CEO and an executive officer of Cameco ·   Board tenure limits – we are committed to board refreshment. To strike a balance between retaining directors with deep knowledge of the company, the industry and the key risks and opportunities facing Cameco, the board has set term limits and a retirement age. The average tenure of the independent directors as a group is 8.5 years ·   In camera sessions – it is our practice for the independent directors to meet without management present at each board and committee meeting ·   Independent compensation consultant – the human resources and compensation committee retains a compensation consultant that is independent of Cameco, our board and management as required by independence standards set for our compensation consultants ·    Independent review of board assessments – an independent third-party undertakes a board effectiveness assessment every five years. This review is in addition to annual board, committee and director assessments ·   External advisors – each board committee, with approval of the board chair, and individual directors, may engage external advisors at Cameco’s expense so they have access to independent advice.

The board evaluates the independence of each director nominee annually by applying our independence criteria to the relationship between each nominee and Cameco to determine whether there is a material or other disqualifying relationship that could affect the nominee’s ability to exercise independent judgment.

Following completion of the board’s multi-step process for assessing director independence, the board has determined that all director nominees are independent other than the CEO. The board paid particular attention to Leontine Atkins when she was identified as a director candidate in 2020. The board considered Leontine’s status as a retired partner of KPMG Canada when considering her qualifications and inviting her as an observer to Cameco’s board prior to her appointment as a director in August 2020. Leontine resigned her position as a partner with KPMG Canada in April 2019 and during her tenure as a partner of that firm Ms. Atkins did not serve as a member of Cameco’s audit team, nor did she provide advice to the audit team in any capacity. While the board determined that Leontine was independent, it decided not to appoint her to the audit committee until May 2021, more than two years after her retirement as a partner with KPMG.

Term limits and retirement

Directors are not nominated for election at an annual meeting after they complete 15 years of continuous service on the board or turn 72, whichever is earlier. In exceptional circumstances, if it is in Cameco’s best interest, the board has the discretion to nominate a director for re-election for an additional one-year term after age 72 or 15 years of service. The CEO typically resigns from the board when they retire from Cameco.

30    CAMECO CORPORATION

Board chair succession

Cameco’s process for selecting the chair of the board is based on an assessment of specific competencies, interviews with individual directors 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 regardless of the director’s age or years of service.

Director recruitment

The nominating, corporate governance and risk committee is responsible for the director recruitment process and overseeing board succession. It reviews the director competency and attribute matrix annually to 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 recruits.

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.

The committee follows established guidelines and procedures for recruiting and selecting the best candidates. An external search firm is usually retained to cast a wide net to bring forward the best candidates. The committee generally follows a tiered interview process to determine the most suitable candidates. The committee approves the list of candidates to be interviewed, a selection committee (consisting of the chair of the board, committee chair and the CEO) interviews the candidates, and additional interviews are conducted by the nominating, corporate governance and risk committee and other committee chairs as necessary.

Two directors have joined the board in the last five years and both are women, increasing the board’s diversity. The new directors have senior leadership and board and corporate governance experience as well as strong financial acumen, experience in capital projects, the nuclear industry and international energy markets, and skills in operational excellence and human resources and executive compensation.

Nomination process

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

Shareholders may at any time submit names of individuals for the board to consider as director nominees. The committee will consider any submissions when assessing the diversity, skills and experience required on the board to enhance overall composition and oversight capabilities. For additional information on nominating individuals, please see page 57.

Skills, attributes and experience

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, understand issues that can arise with a company of our size and complexity, and make informed decisions.

The board maintains a competency matrix to assess composition and ensure it has an appropriate mix of skills and competencies to govern effectively and be a strategic resource for Cameco. The nominating, corporate governance and risk committee reviews the matrix annually and, along with the board, identifies any gaps in the skills and competencies considered most relevant for the company.

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Competency matrix and core attributes

The nominating, corporate governance and risk committee reviews director competencies every year to ensure they continue to meet Cameco’s needs. All our directors exhibit the following set of core attributes:

✓ Business judgment and a mindset for risk oversight   ✓ Integrity and accountability   ✓ Engagement for seeking information and developing a strong understanding of issues and trends   ✓ Commitment to board priorities and leadership roles   ✓ Teamwork that fosters mutual trust, respect and contribution ✓ Communication fostering open discussion of key issues   ✓ Independent-mindedness to formulate one’s own views   ✓ Financial literacy   ✓ Record of achievement that reflects high standards   ✓ Innovation (new in 2021)

Each director completes a self-assessment of their competencies following a prescribed rating scale to establish consistency. Directors assess themselves as having expert knowledge, strong knowledge or basic knowledge on each competency. The nominating, corporate governance and risk committee chair or the board chair meets with each director to review their self-assessment. The committee reviews the results for consistency and to be satisfied that the directors possess skills in these areas.

The table below shows the key skills and experience we require on our board and identifies those directors who assessed themselves as having strong or expert knowledge in each category. A majority of our directors have strong or expert knowledge in all 16 areas.

Skills and experience
Board / corporate governance Prior or current director of a major organization with mature governance practices	·	·	·	·	·	·	·	·	·
Risk oversight Experience in risk governance, including monitoring both strategic and operational / compliance risks	·	·	·	·	·	·	·	·	·
Capital projects Experience overseeing and evaluating large capital projects and in project management	·	·	·	·	·	·	·	·	·
Enterprise leadership Experience, whether as a prior or current CEO or senior officer of otherwise, of a large public company or major organization with a track record of value creation and successful implementation of strategic direction	·	·	·	·	·	·	·	·	·
Financial acumen Experience, whether as a professional accountant, CFO or otherwise, in financial accounting and reporting, including internal controls, IFRS, evaluation of financial statements and corporate finance	·	·	·	·	·	·	·	·	·
Legal / regulatory Experience ensuring compliance and with laws, regulations and business rules	·	·		·	·		·	·	·
Investor relations Experience with, or a strong understanding of, the perspectives of major, long-term and other investors, capital markets and the investment community, both domestically and internationally, and in shareholder engagement	·	·	·	·	·	·	·	·	·

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Skills and experience
Stakeholder relations / government / public policy Experience in, or a strong understanding of, the workings of government and public policy, both domestically and internationally, and in stakeholder engagement or management	·	·		·	·		·	·	·
Human resources and executive compensation Thorough understanding of executive compensation, the oversight of succession planning, talent development and retention, and pension programs	·	·	·	·	·		·	·	·
Uranium / nuclear Strong knowledge of relevant emerging technologies, markets, competitors, business issues and imperatives, and the domestic and international regulatory environment.	·	·	·	·	·	·	·	·	·
International Experience with, or strong understanding of, international operations, economics, commodity trading and geo-politics, preferably in countries or regions where we have or are developing operations	·	·	·	·	·	·	·	·	·
Investments / mergers and acquisitions Experience in the field of investment banking or with mergers and acquisitions, evaluation of investment strategy, and capital allocation, structure and markets	·	·	·	·	·	·	·	·	·
Mining, exploration and operations Experience with a leading mining or resource company with reserves, technology, exploration and operations expertise	·	·	·		·	·	·		·
Operational excellence Experience in a complex chemical or nuclear operating environment, creating and maintaining a culture focused on safety, the environment and operational excellence		·	·	·	·		·	·	·
Safety, health and environment / sustainability Experience in, or a strong understanding of, leading safety, health and environmental practices, associated risks and regulatory requirements, and in sound corporate responsibility and sustainable development practices, advocacy and reporting	·	·	·	·	·	·	·	·	·
Technology (new in 2021) Experience with oversight of technology development or application, which may include emerging technologies, information technology systems, digitization, and/or cybersecurity	·	·	·	·	·		·	·	·

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Board diversity

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

We are committed to enhancing the overall diversity of our board. The board has a formal written diversity policy, which includes a set of measurable targets for achieving diversity. The board has focused its efforts to date on establishing and achieving measurable targets for, and specifically considering the level of representation of, women and individuals with an Indigenous heritage on the board. Consequently, the board has not established measurable targets for persons with disabilities and members of visible minorities. The board does not have any directors who have self-identified as persons with a disability or members of visible minorities.

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

Gender

Cameco values gender diversity and acknowledges, supports and respects all genders, gender identities, gender modalities and gender expressions. As one step toward broad representation, our board diversity policy requires at least 30% of directors to be women. Three (33%) of this year’s nominated directors are women and the level of female representation is considered when identifying director candidates and nominating directors for election or re-election to the board. Two of the board’s five committees are chaired by women.

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

Geographic representation   The board also believes it is important to have directors with experience living or working in jurisdictions where we operate or do business. Our diversity policy requires the board to have directors with extensive experience in geographical areas where Cameco has or anticipates having significant business interests.   Our board is subject to, and complies with, the terms of the Investment Canada Act and the Uranium Non-Resident Ownership Policy, which require at least two-thirds of our directors to be Canadian citizens, and the CBCA, which requires at least half of our directors to be Canadian residents.

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

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Board, committee and director assessments

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

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

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

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

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

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

Third-party board effectiveness assessment

An independent third-party board effectiveness assessment will be conducted in 2022. Third-party board effectiveness assessments are conducted every five years.

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Director development

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

Orientation

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

New directors receive orientation that includes:

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

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

· presentations from management on the nuclear industry

· round-table discussions with the committee chairs and appropriate management representatives

· mentorship from a longer serving director.

Leontine Atkins started her orientation in 2020 as a board observer and attended various virtual presentations about Cameco and the nuclear industry in 2021. She also received mentoring to help become acquainted with Cameco and the board. We pair each new director with a longer serving director to supplement the orientation sessions with real-time ongoing practical support.

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

Continuing education

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

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

· presentations on topics directors request

· Cameco-operated facility or other nuclear facility tours

· conferences, webinars and seminars

· informal social gatherings with senior management.

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

Management presentations to the board and committees during the year are aimed at expanding the board’s knowledge of the business, the industry and the key risks and opportunities facing Cameco. Interesting published materials are sent to directors or are included in meeting materials as supplemental reading. Directors also enhance their practical knowledge of Cameco’s operations and the nuclear industry through visits to Cameco-operated facilities or other nuclear facilities. There were no site visits in 2021 due to the COVID-19 pandemic.

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

36    CAMECO CORPORATION

In 2021, our directors took advantage of the abundance of virtual conferences, webinars and eforums that were available to them. The table below provides examples of the education and development that our directors undertook in 2021.

2021 Director development highlights
Nuclear industry, the uranium market and energy
World nuclear association symposium 2021, World nuclear association (WNA)	Ian Bruce Tim Gitzel	Catherine Gignac Don Kayne
Advanced Reactors Summit VIII, The United States Nuclear Industry Council	Kate Jackson
Top Energy Risks 2021 and Accelerating the Energy Transformation: the Race to Net Zero, KPMG Global Energy Institute	Kate Jackson
World Nuclear Fuel Cycle conference, Nuclear Energy Institute (NEI)	Leontine Atkins
Used Fuel Management conference, NEI	Leontine Atkins
7th Annual IoT in Oil & Gas conference, Energy Conference Network	Ian Bruce
Governance and compensation
ICD Annual conference – Next level governance in an Era of Massive Transformational Change, Institute of Corporate Directors (ICD)	Leontine Atkins Jim Gowans	Catherine Gignac
Board Governance and Effectiveness Director Forum, Hugessen Consulting	Ian Bruce
Board Fundamentals – HRCC Effectiveness, ICD	Daniel Camus
Human Resources and Compensation Committee Effectiveness, ICD	Leontine Atkins
Elevating Board Performance, ICD	Catherine Gignac
Rethinking Diversity in Capital Markets, Ontario Securities Commission	Catherine Gignac
Diversity in Corporate Canada and the Role of the Regulator, Alberta Securities Commission	Ian Bruce
Risk, ESG, sustainability and cyber security
ESG Overview of Regulatory Developments and Impacts of ESG on Financial Reporting, KPMG	Audit committee members
Climate Risk and Decarbonization, KPMG roundtable	Ian Bruce
IT security workshop, Cameco management	Leontine Atkins Don Deranger	Daniel Camus Don Kayne
Board Oversight of Cyber-security, ICD	Daniel Camus
The CEO’s New Technology Agenda, McKinsey	Leontine Atkins
Continuing the Digital Transformation Journey – How boards should respond, ICD	Leontine Atkins
Board Leadership/Disruption for Directors: ESG in the boardroom, KPMG	Leontine Atkins
A Dialogue with Indigenous Peoples and Collaborating with Indigenous Peoples, ICD	Leontine Atkins
Rethinking Risk Management towards Resiliency and the Role of Insurance, ICD	Leontine Atkins
Indigenous Canada course certificate, University of Alberta	Leontine Atkins
NACD Digital Transformation, NACD	Kate Jackson
Audit and finance
Audit Committee Forum, Canadian Public Accountability Board (CPAB)	Daniel Camus
Annual Mining Executive and Director Forum and Mining Audit Committee Roundtable, KPMG	Leontine Atkins	Daniel Camus
Audit Committee Roundtables, KPMG	Catherine Gignac
Annual Energy Industry Forum, CPAB	Leontine Atkins
The economy and geopolitics
Annual Investment Outlook, Empire Club	Catherine Gignac

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Board committees

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

Committee responsibilities

Each standing committee assists the board in providing detailed oversight in key areas. Each committee has a mandate outlining the responsibilities and duties of the committee and its chair, and reviews its performance against the committee’s mandate. Each committee reviews its mandate annually.

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

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

Committee membership

Committee membership is reviewed annually. We strive for periodic rotation of committee members but do not mandate it so we can benefit from the continuity and experience of committee members, as appropriate. Changes are based on the recommendations of the board chair and the chair of the nominating, corporate governance and risk committee.

We also strive for rotation of committee chairs. Each chair position is reviewed annually. Changes to the committee chairs and committee memberships are made in a way that balances continuity and the need for fresh perspectives, while recognizing each director’s particular areas of expertise.

Cross-committee attendance

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

The chair of the safety, health and environment committee attends the portion of the human resources and compensation committee meeting when it reviews that aspect of our annual corporate performance and sets targets for the following year.

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

Access to management and outside advisors

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

Committees can engage outside advisors to assist in carrying out their duties, as authorized by their mandates. Individual directors can also engage outside advisors, as long as they receive approval in advance from the nominating, corporate governance and risk committee. The human resources and compensation committee engaged an independent consultant in 2021.

Committee reports

The following reports set out each committee’s key responsibilities and highlights for 2021.

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Audit and finance committee
		Key responsibilities The audit and finance committee supports the board in fulfilling its oversight responsibilities regarding the integrity of our accounting and financial reporting, the adequacy and effectiveness of our internal controls and disclosure controls, legal, regulatory (excluding safety, health and the environment) and ethical compliance, the independence and performance of our external and internal auditors, oversight of specific risks, prevention and detection of fraudulent activities, and financial oversight. 2021 Committee highlights Financial reporting ·   oversaw the quality and integrity of our accounting and financial reporting processes ·   reviewed and recommended the annual and quarterly financial statements and MD&A and quarterly press releases to the board for approval ·   approved the annual audit plan and the external auditors’ fees, including pre-approval of all services to be provided (see page 6 for details about the external auditor and the fees paid to them in 2021) ·   received regular reports from the external auditors on the audit of our financial statements and the results of their reviews of the unaudited quarterly financial statements ·   reviewed audit quality indicators ·   assessed the performance of the external auditors ·   reviewed the auditor’s qualifications, independence and depth of business and industry knowledge and recommended the appointment of our external auditor for the coming year ·   regularly met with the external auditor without management present Risk oversight and compliance ·   reviewed the effectiveness and integrity of our internal control systems and disclosure controls ·   assessed the internal auditor, reviewed the internal audit mandate, and approved the internal audit plan for the year ·   received regular reports from the internal auditor on the fulfillment of its plan and its recommendations to management ·   regularly met with the internal auditor without management present ·   reviewed reports about our compliance programs, including the code of conduct and ethics and our global anti-corruption program ·   reviewed related-party transactions ·   reviewed policies and programs to monitor compliance with legal and regulatory requirements and received and reviewed litigation reports ·   received briefings and reports on compliance with Cameco’s investment and hedging program ·   reviewed, and recommended to the board for approval, amendments to its mandate and code of conduct and ethics ·   received briefings on significant litigation matters ·   received a report on regulatory developments and impacts of ESG on financial reporting ·   received reports on enterprise risks that the committee oversees ·   received quarterly updates on the status of mitigation plans for risks that the committee oversees (including financial, fraud and other material risks within the committee’s mandate) ·   monitored the company’s transfer pricing dispute with the CRA, including receipt of regular updates from management Financial oversight ·   received and reviewed reports on our insurance program and directors’ and officers’ liability insurance ·   received and reviewed the annual supply chain management report ·   received and reviewed reports on the company’s funding (including finance and cash flow planning) ·   received and reviewed reports pertaining to the financial aspects of the company’s operations (including monitoring of care and maintenance spend and developments related to the COVID-19 pandemic)
Daniel Camus
(chair since May 2019)
Leontine Atkins (joined in
May 2021)
Ian Bruce
Catherine Gignac
Jim Gowans
2021 meetings	2021 attendance
5	100%
The committee met separately with the chief financial officer, internal auditor and external auditor at every quarterly meeting.
100%
Independent and
financially literate
Daniel Camus is the audit and finance committee’s financial expert because he has financial expertise and meets the necessary requirements under US securities laws.
None of the committee’s members serve on the audit committee of more than two other public companies.
The committee reviewed its mandate and is satisfied that it carried out its duties and responsibilities.

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Human resources and compensation committee
		Key responsibilities The human resources and compensation committee supports the board in fulfilling its oversight responsibilities regarding human resource policies, executive compensation, executive succession and development, pension plan governance, and oversight of material risks assigned to the committee. 2021 Committee highlights A letter from the chair of the human resources and compensation committee begins on page 60. Compensation governance ·   monitored compensation trends and emerging issues, including an update on trends for ESG targets ·   received and reviewed the annual compensation-related risk report ·   reviewed ‘say on pay’ results ·   reviewed changes to features of the long-term incentive plan and recommended to the board for approval ·   selected and managed the committee’s independent compensation consultant, approved its work plan, qualifications and fees, and considered its independence ·   reviewed the compensation disclosure in this circular Executive and director compensation ·   reviewed executive compensation and incentive plan measures and recommended them to the board for approval ·   assessed performance against measures ·   reviewed director compensation and recommended changes for 2022 to the board for approval Succession planning ·   reviewed succession planning with management and oversaw the succession planning process Risk oversight ·   received reports on enterprise risks that the committee oversees ·   received quarterly status updates on the mitigation plans for risks that the committee oversees (including compensation risk, third-party compensation risk assessments, talent management risk, succession risk, cyber-security risk, risks related to the COVID-19 pandemic and other material risks within the committee’s mandate) ·   received and reviewed the annual compliance report on labour-related legislation and regulations ·   considered the risks associated with its compensation programs and concluded that they are not likely to have a material adverse impact on Cameco or its business Pension plan governance ·   oversaw pension plan governance and management’s supervision of our pension plan, including updates to our governance documents
Don Kayne
(chair since May 2018)
Ian Bruce Daniel Camus Kate Jackson
2021 meetings	2021 attendance
5	100%
100%
Independent
The committee also has an external consultant who provides independent advice on executive compensation matters. Meridian Compensation Partners (Meridian) has been the committee’s consultant since December 2011, and it has not provided any services to management.
The committee reviewed its mandate and is satisfied that it carried out its duties and responsibilities.

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Nominating, corporate governance and risk committee
		Key responsibilities The nominating, corporate governance and risk committee supports the board in fulfilling its oversight responsibilities by developing and recommending a set of corporate governance principles, identifying and recommending qualified individuals as members of the board and its committees, assessing the effectiveness of the board and committees, and overseeing the risk program. 2021 Committee highlights Corporate governance ·   monitored governance trends and emerging issues ·    received an update on TMX and ICD initiatives to update corporate governance guidance ·   reviewed and recommended to the board approval of revisions to our governance guidelines ·   reviewed director independence and conflicts of interest ·   assessed the size, composition, and mandates of the board and board committees ·   recommended the name and mandate change of the reserves oversight committee mandates ·   reviewed, and recommended to the board for approval, updates to committee to the technical committee, and appointment of a board member to fulfill the role of committee chair ·   reviewed and recommended for board approval, revisions to the competency and attribute matrix ·   reviewed the board’s diversity policy ·   reviewed the board’s succession planning ·   oversaw our director education program ·   oversaw orientation for the new director and new chair of the technical committee ·   reviewed the board budget and recommended it to the board for approval Risk oversight ·   oversaw our risk program ·   monitored governance-related risks ·   received and reviewed an annual report on security of the board portal ·   oversaw political donations Board and committee assessments ·   oversaw the performance and effectiveness assessment of the board of directors Governance disclosure ·   reviewed third-party governance ratings ·   reviewed governance disclosure for this management proxy circular
Catherine Gignac
(chair since May 2021)
Leontine Atkins Ian Bruce Donald Deranger Kate Jackson
2021 meetings	2021 attendance
4	100%
100%
Independent
The committee reviewed its mandate and is satisfied that it carried out its duties and responsibilities.

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Safety, health and environment committee
		Key responsibilities The safety, health and environment committee supports the board in fulfilling its oversight responsibilities regarding safety, health and environmental matters. 2021 Committee highlights Overseeing and assessing policies and management systems ·   oversaw our compliance with all relevant safety, health, environment and quality (SHEQ) legislation and our SHEQ policy and programs ·   received reporting on the annual review of Cameco’s management system measures in accordance with the Cameco management system ·   received reports on management’s benchmarking of our policies, systems and processes and monitored them against industry best practice Monitoring and assessing performance ·   reviewed findings of safety, health and environment (SHE) audits, action plans, and results of investigations into significant events ·   monitored metrics and leading indicators implemented to drive continued improvements to our safety performance ·   reviewed the annual SHE budget to ensure sufficient funding for compliance ·   determined the SHEQ measures and results for executive compensation and related impact ·   monitored trends, significant events and emerging issues through reports from management Risk and ESG oversight ·   received reports and presentations on enterprise risks that the committee oversees ·   received status updates on the mitigation plans for risks that the committee oversees (including safety, health and environment risks and other material risks within the committee’s mandate) ·   reviewed, and recommended to the board for approval, amendments to our SHEQ policy ·   received regular reporting on the company’s sustainability and ESG disclosure and reporting
Jim Gowans
(chair since May 2015)
Ian Bruce Donald Deranger Kate Jackson Don Kayne
2021 meetings 4 100% Independent	2021 attendance 100%
The committee reviewed its mandate and is satisfied that it carried out its duties and responsibilities.

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Technical committee (formerly reserves oversight committee)
		Key responsibilities The reserves oversight committee supports the board in fulfilling its oversight responsibilities regarding estimating and disclosing mineral reserves and resources. With an increased focus on emerging technological, technical and operations matters, the board approved a name change and expanded mandate for this committee. The technical committee has the additional responsibility for major technological, technical and operations matters, and oversight of cybersecurity risk has been moved from the human resources and compensation committee to the technical committee effective January 1, 2022. 2021 Committee highlights Estimating mineral reserves and resources ·   confirmed our qualified persons for estimating our mineral reserves and resources ·   performed the due diligence process for the year-end reserves and resources reporting ·   reviewed management’s annual reserves and resources report and annual reconciliation of reserves to mine production and recommended them to the board for approval ·   received management reports on internal controls and procedures regarding mineral reserves and resources reporting Disclosing mineral reserves and resources ·   monitored industry standards and regulations on estimating and publishing mineral reserves and resources information, and related issues and developments through reports from management ·   received reports from the leading qualified person on the mineral reserves and resources estimates and confirmed that the information has not been restricted or unduly influenced ·   received confirmation from the leading qualified person and chief operating officer that the information is reliable and that we will publish mineral reserves and resources estimates according to securities laws and regulations that apply to us ·   received confirmation from the leading qualified person that our disclosure controls for disclosing mineral reserves and resources estimates comply with industry standards ·   received a presentation by CSA Global Advisors on the external audit of mineral reserves and resources estimation at Reynolds Ranch and received updates on Cameco’s implementation plan relating to findings of the audit Risk oversight ·   received reports on enterprise risks that the committee oversees ·   received status updates on the mitigation plans for risks that the committee oversees (including mineral reserves and resources risks and other material risks within the committee’s mandate)
Kate Jackson
(chair since August 2021)
Leontine Atkins Ian Bruce Donald Deranger Jim Gowans Catherine Gignac (held chair position until August 2021)
2021 meetings 2	2021 attendance 100%
The committee met separately with the leading qualified person at every meeting.
100%
Independent
The committee reviewed its mandate and is satisfied that it carried out its duties and responsibilities.

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Our corporate governance

Key governance policies and practices

✓	Independent board. Eight of our nine nominated directors (89%) are independent.
✓	Non-executive chair leads the board. We maintain separate chair and CEO positions and have had a non-executive, independent chair of the board since 2003.
✓	Share ownership. We require our directors and executives to own shares, or have an equity interest, in Cameco to align their interests with those of our shareholders and share ownership is disclosed.
✓	Majority voting for non-executive directors. The board adopted a majority voting policy in 2006.
✓	Strong risk oversight. The board and committees oversee our risk management program and strategic, financial, operational and ESG risks.
✓	Formal assessment process. The directors assess the board, committees and individual director performance.
✓	Independent third-party review. The director assessment process includes an independent third-party effectiveness assessment every five years.
✓	Serving on other boards. We limit the number of other public company boards our directors can serve on, and serve on together.
✓	Board refreshment, director recruitment and board succession. We have term limits and a retirement policy for directors and have added three new directors in the past five years.
✓	Diverse board. Our board has a diverse mix of skills, background and experience – 33% of this year’s director nominees are women and one nominee is Indigenous.
✓	Independent advice. Board committees have full authority to retain independent advisors to help them carry out their duties and responsibilities.
✓	Code of conduct and ethics. Directors, officers and employees must comply with our code of conduct.
✓	Long-standing shareholder engagement. We communicate openly with shareholders and other stakeholders.
✓	Say on pay. We have held an advisory vote on our approach to executive compensation every year since 2010.
✓	Advance notice by-law. The opportunity for a shareholder to make a director nomination and have them included in the management proxy circular for the annual meeting.
x	No overboarding of directors. No director sits on more than four other public company boards.
x	No stock option awards for directors.

How the board operates

The board is responsible for overseeing management and our strategy and business affairs. Its goal is to ensure we operate as a successful business, optimizing financial returns while effectively managing risk. The board encourages open dialogue and works within a climate of respect, trust and candour. The board fulfills its duties by: ·   maintaining a governance framework that establishes broad areas of responsibility and has appropriate checks and balances for effective decision-making and approvals ·   making decisions that set the tone, character and strategic direction for Cameco

Governance guidelines The board has formal governance guidelines that set out our approach to governance and the board’s governance role and practices. The guidelines ensure we comply with the legal requirements and standards listed above, conduct ourselves in the best interests of Cameco and meet industry best practices. The guidelines are reviewed and updated regularly.

·   approving the vision and value statements and enterprise-level policies developed by management ·   regularly monitoring management, including its leadership, recommendations, decisions and execution of strategies to ensure that they carry out their responsibilities and deliver value.

The board carries out its responsibilities directly and through its five standing committees. This provides proper oversight and accountability for specific aspects of governance, risk and Cameco’s business activities and affairs,

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and frees up the board to focus more on our strategic priorities, broader oversight of enterprise and ESG risks, and other matters (see Role of the board below and Board committees starting on page 38).

Role of the board

The company articles require our board to have between three and 15 directors. The board has decided that nine directors are to be elected at this year’s annual meeting.

Mandate

The board has a formal mandate (see Appendix B) that lists its specific duties and responsibilities including the following:

· selecting, evaluating and, if necessary, terminating the CEO

· assessing the integrity of the executive officers and ensuring there is a culture of integrity throughout Cameco

· strategic planning and monitoring our performance against the plan

· succession planning and monitoring management’s performance and compensation

· approving policies and procedures to manage our risks and overseeing management’s efforts to mitigate material risks.

The board reviews its mandate annually. Each board committee has a mandate that lists the responsibilities and duties of the committee and chair (effectively setting out the committee chairs’ position descriptions) (see Board committees beginning on page 38). Each board committee’s mandate is also reviewed annually.

Overseeing the CEO

The CEO is appointed by the board and is responsible for managing Cameco’s affairs. This includes articulating our vision, focusing on creating value, and developing and implementing a strategic plan that will help Cameco achieve its corporate vision.

Our annual objectives become the CEO’s mandate for the year, and they include specific, quantifiable goals. The CEO’s objectives are reviewed by the human resources and compensation committee and approved by the board. The CEO is accountable to the board and committees. CEO performance is assessed every year and includes assessment and feedback from all directors.

The board has established clear limits of authority for the CEO, and these are described in our delegation of financial authority policy. The board must approve several kinds of decisions, including:

· operating expenditures that exceed the total operating budget by more than 10%

· unbudgeted project expenditures over $10 million per transaction, or over $50 million in total per year

· cost overruns on budgeted project expenditures that are more than $15 million per transaction, or over $50 million in total per year

· any acquisition or disposition of assets over $10 million per transaction, or over $50 million in total per year.

The CEO position description is available on our website (cameco.com/about/governance/ceos-role).

Board oversight responsibilities

A significant portion of the board’s oversight responsibilities are focussed on strategy, ESG and risk as described below.

Strategy oversight

Oversight and guidance on Cameco’s strategy is one of the principal roles of the board. Cameco’s board collaborates with management on the planning, progress and fulfillment of our strategic goals and is actively involved each year to develop, review and update Cameco’s strategic plan. The board committees are involved in the strategic planning process and provide oversight and accountability in specific areas of our strategic priorities. The board is also focused on ensuring our strategic priorities reflect our vision and our commitment to our values: safety and environment, people, integrity and excellence.

In 2021, the board devoted time at each regularly-scheduled meeting to discuss strategic matters with management and monitor and analyze progress on our strategic plan. During these meetings, the board discussed the main risks facing the business, strategic issues, competitive developments and corporate opportunities. The board measures our progress and success in achieving our strategic plan by assessing our performance results against the annual

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corporate objectives. The board also discusses possible adjustments to the strategic plan in light of our progress and the current business environment.

The board remains focused on our strategy, which is to capture full-cycle value by:

· remaining disciplined in our contracting activity and building a balanced contract portfolio

· profitably producing from our tier-one assets and aligning our production decisions with our contract portfolio and market signals

· being financially disciplined to allow us to self-manage risk, and

· exploring other emerging and non-traditional opportunities within the fuel cycle, which align with our commitment to responsibility and sustainably manage our business and increase our contributions to global climate change solutions.

For additional information about Cameco’s strategic priorities, see the Our Strategy section of our MD&A. The company’s strategy is also discussed in our 2021 annual information circular (AIF) and 2021 annual report which are available on our website (cameco.com) and on SEDAR (sedar.com).

ESG oversight   Our commitment to sustainability starts at the top. Our board is responsible for overseeing management, strategy and the integration of sustainability and ESG principles throughout the company. The board’s goal is to ensure we operate as a sustainable business, optimizing financial returns while effectively managing risk, including ESG matters and climate-related risks.   ESG considerations are integrated in our strategic direction and our business planning processes and reporting. In 2019 we established a multi-disciplinary working group to review our approach to sustainability and ESG governance and reporting and evolving trends generally. Chaired by our Senior Vice-President and Chief Corporate Officer, the working group meets regularly and provides updates to the board and committees. One of the key outcomes was our 2020 ESG report, which reflects both Sustainability Accounting Standards Board (SASB) and Task Force on Climate-Related Financial Disclosures (TCFD) principles. The report is available on our website (cameco.com/invest/why-invest/investor-briefcase).

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ESG governance, risk oversight and disclosure are regular topics of discussion at board and committee meetings. In 2021, ESG risks that have been heightened since the start of the COVID-19 pandemic were a focus for our board. The following chart outlines the current allocation of ESG topics among the board and committees.

BOARD / BOARD COMMITTEE	ESG TOPICS
Board of directors	Business strategy Opportunity and impact of energy transition on business strategy COVID-19 pandemic
Nominating, corporate governance and risk	Oversight of the Risk Management Program Board diversity
Safety, health and environment	Regulatory compliance Occupational health and safety Radiation protection Public safety Water Tailings and mine waste Non-mineral waste Indigenous relationships Changes to climate patterns	Energy management and GHG emissions Air emissions GHG regulation and pricing Biodiversity and land Product safety Transportation safety Nuclear safeguards
Human resources and compensation	Inclusion and diversity Employee engagement Indigenous workforce	Unions
Audit and finance	Tax strategy Anti-competition Supply chain diversity spend	Anti-corruption Business ethics and integrity
Technical	Cybersecurity

The board also oversees the integration of certain ESG factors (safety performance, a clean environment and supportive communities) into our executive compensation strategy as success in these areas is critical to Cameco’s long-term success and sustainability (see page 70).

You can find more information about our performance and achievements related to ESG factors at cameco.com/about/sustainability.

Risk oversight

The nominating, corporate governance and risk committee assists the board in overseeing risk and management’s implementation of appropriate risk management processes and controls. Time is dedicated to risk identification, management and reporting at board and committee meetings. The board has a strategy session at every regular meeting to review strategic risks, which include risks to the key assumptions of our strategy. In 2021, the board continued to spend a significant amount of time considering market risk in light of the uncertainty of global trade matters and the uranium market outlook. The board also spent time discussing the supply chain disruption risk. Oversight of risk factors related to ESG matters is a core function of the board and the board spent time discussing ESG and climate-related risks as well as various other risks heightened due to the COVID-19 pandemic.

Management consults with the board on ways it is enhancing its enterprise risk oversight practices, processes and controls. Key performance indicators (KPIs) are tracked to monitor progress against the program objectives. In 2021, the enterprise risk management (ERM) group continued to focus on enhancing risk identification, management and reporting processes across the organization. Continuous improvement is a key component of the company’s risk management program and throughout the year consistency and efficiency of our program remained significant areas of focus. Management’s risk working group continued to meet regularly throughout the year, supporting the cross-functional sharing of risk identification and mitigation strategies across the company.

Risks identified throughout the organization are assessed and categorized as either functional, tactical or strategic risks.

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Functional risks – risks that are considered preventable, and are identifiable and quantifiable, with little to no direct strategic benefit. Board committees are assigned oversight of these risks and receive updates on the effectiveness of the controls mitigating those risks.

Tactical risks – risks that could threaten Cameco’s medium-term objectives. They may be external and outcomes are identifiable, but uncertainty makes them difficult to assess. These risks are also assigned to the board committees and regular updates are provided, particularly if risks change or emerging issues arise.

Strategic risks – risks that threaten the key assumptions to our strategy. They are almost always external and outcomes can vary and are difficult to quantify. Board oversight and reporting is required for these strategic risks. Examples include intolerable uranium price changes and market fundamentals, regulatory impedance, market concentration with state-owned enterprises, global geopolitical uncertainty, loss of stakeholder support for our operations, decommissioning liabilities and risks related to culture and digital innovation.

The table below shows the allocation of tactical and functional risks among the five board committees. You can read about the board committees beginning on page 38 and compensation risk management on page 65.

Committee risk oversight responsibilities
Audit and finance	Human resources and compensation	Nominating, corporate governance and risk	Safety, health and environment	Technical (formerly Reserves oversight)
Oversees financial risks, such as foreign currency, tax, counterparty and credit exposure risks, risks related to achieving economic value from our assets and risks related to supply chain disruptions	Oversees compensation, talent management and succession	Oversees governance risks	Oversees safety, health and environmental risks related to our operations, including climate-related risks	Oversees risks related to technological and technical matters such as the estimating of our mineral reserves, risks related to resuming production at our McArthur River and Key Lake operations and cybersecurity risks

Our AIF and annual report include more information about the risks relating to Cameco. The 2021 AIF and the 2021 annual report are available on our website (cameco.com) and on SEDAR (sedar.com).

Risk management

Our risk policy sets out a broad, systematic approach to identifying, assessing, reporting and managing the significant risks, including ESG risks, we face in our business and operations. We review this approach annually to ensure that it continues to meet our needs. Cameco’s ERM program involves all aspects of our business and follows the framework of ISO 31000: Risk Management – Guidelines. We use a common risk matrix throughout the company to assess and evaluate risks and consider any risk to be an enterprise risk if it has the potential to significantly affect our ability to achieve our corporate objectives or strategic plan. These risks are validated and ranked by senior management and the top risks are monitored and reported on to the board and committees over the next year. Senior management receives regular risk updates and also reviews our progress in managing the top risks.

Our strategic planning and budgeting process includes management’s decisions to accept, mitigate or transfer identified risks. Employees throughout the company take ownership of the risks specific to their area and are responsible for developing and implementing the controls to manage and re-assess risk, including ESG risks. We have a mature ERM framework that captures emerging and evolving risk factors in these areas. You can read more about enterprise risk management in our 2021 MD&A and annual information form. Both documents are available on our website.

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Information technology security

We protect our systems, information and physical assets through a cybersecurity program that aligns with the National Institute of Standards and Technology Cybersecurity Framework and implement applicable security controls and benchmarks from the Center for Internet Security. We also work regularly with government organizations, such as the Canadian Centre for Cyber Security which provides regular updates on emerging issues. We have a well-defined incident response process in place which includes keeping external security specialist firms on retainer and having our security incident response interfaced with our corporate crisis management plans, which enables rapid response and activation of subject matter experts. Cameco does not have dedicated cyber insurance coverage.

On an annual basis, our internal audit team develops a risk-based internal audit plan, which also covers one or more cybersecurity related subjects. As part of our integrated audit, we also engage external auditors to complete reviews every year to examine our security controls and IT internal controls. We also commission third-party cybersecurity experts to complete external multistage penetration tests and use their findings to further enhance our security processes and controls. The results of the audits and penetration tests are reported to, and monitored by, the audit and finance committee and the technical committee, and the board as applicable. To date, Cameco has not suffered any significant data breaches, or any significant financial losses relating to cyberattacks, technology failure, or security breaches.

Every employee plays a role in protecting Cameco from cybersecurity threats. We work to educate and inform our workforce to recognize potential threats and help prevent cyber-related incidents. As employees join the company, we provide cybersecurity awareness training and require an annual mandatory e-learning module and sign-off that they will abide by Cameco’s policies and best practices for cyber-security compliance. We also run a contractor module, and a special module for employees who use our industrial control systems. We supplement this training with awareness campaigns, topical emails, and articles in Cameco’s weekly email news bulletin and intranet site.

The technical committee is responsible for overseeing our cyber security risk and receives regular status reports that include updates on mitigating plans and how the risk is tracked. In addition to the regular reporting to the technical committee, the board also receives a quarterly briefing from the vice-president, business technology systems that includes a cyber-security dashboard report, which provides insight into external cyber risks faced by Cameco, trending on those risks, the potential impact of the threats to our cyber security and benchmarking information. The quarterly dashboard report also includes information about the current state of key security related controls, progress of current security initiatives, and provides updates on Cameco’s security program and playbook. It highlights changes to our cybersecurity risk profile, provides a self-rating, and describes how we are responding to the external environment.

Succession planning and leadership development

The board oversees succession planning to ensure we have a pool of qualified, diverse candidates for senior management positions, and ensure that we nurture talent and attract and retain key people for our long-term success. The human resources and compensation committee is responsible for ensuring that there is an orderly succession plan for the position of the president and chief executive officer and other members of senior management, including in the event of an unforeseen emergency affecting the availability of any of these individuals.

Our leadership development focuses on building advanced competencies throughout the organization, identifying high-potential employees and preparing them to take on more senior responsibilities and executive officer roles in the future. The composition of our senior management team is a direct result of this approach.

The human resources and compensation committee reviews an assessment of the operational and leadership competencies and other characteristics the committee believes are required to effectively manage our business and implement the strategic plan as approved by the board. The assessment also covers the development of these competencies and characteristics among current candidates for the CEO role and other officer roles in the organization. The human resources and compensation committee reviews succession planning for other senior management positions annually, and involves the audit and finance committee when reviewing the succession plan for the CFO, controller and senior finance roles. The board reviews the management succession plan and has the opportunity to meet high-potential employees through board presentations and informal social gatherings, such as board events/dinners and site visits.

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Commitment to inclusion and diversity

Our formal commitment to inclusion and diversity is communicated company-wide through our value statements. We understand the value of a diverse workforce and we embrace, encourage and support workplace inclusion and diversity. Members of a diverse workplace bring new ideas, perspectives, experiences and expertise to the company. Our diversity vision is to create a work environment where inclusion is the goal, and a diverse and representative workforce is our measure of success. Our people policy sets out our commitment to developing and supporting a flexible, skilled, stable and diverse workforce, and acting to eliminate racism wherever it exists. The policy is supported by multiple corporate human resource programs, standards and practices, including giving preference to Residents of Saskatchewan’s North (RSNs) for employment opportunities in our northern Saskatchewan operations. The policy is available on our website at cameco.com/about/governance/policies-programs.

Diversity is an important factor in our ability to continue to innovate, manage change and grow as a respected industry leader and employer of choice. We implemented a number of initiatives in 2021 to make continued progress in achieving our long-term inclusion and diversity plan.

We want a culture where each of our workers feels welcome, valued and an integral part of the team. We recognize that to successfully progress towards this culture, we must engage members of the workforce throughout the journey. In 2021 we established an Inclusion and Diversity committee to champion this diversity work. Members were drawn from across the organization, helping us engage the workforce through open and respectful communication, advocating, leading and supporting change, and generating awareness and increasing understanding of the benefits of inclusion and diversity. The committee reports to the President and CEO and the Senior Vice-President and Chief Corporate Officer.

Indigenous workforce

Cameco is a large employer of First Nations and Métis people and our Indigenous employees make up almost 48% of the workforce at our northern Saskatchewan operations. In order to continue to build and sustain our Indigenous workforce, we offer strong support and development opportunities for our Residents of Saskatchewan’s north (RSN) employees, the majority of whom are Indigenous. This includes our talent acquisition and development practices, collaboration and participation agreements with northern communities and our community liaisons located in northern Saskatchewan. We also have a dedicated team of employees in our stakeholder and sustainability relations department at our head office in Saskatoon and human resources representatives at our four northern Saskatchewan operations and corporate office who focus their efforts on supporting our RSN employees. See our STI scorecard for details about our 2021 compensable objectives relating to the development of our RSN and Indigenous workforce.

Women in leadership

Cameco is committed to putting women in leadership at the forefront of our inclusion and diversity agenda. In 2021, we undertook several initiatives to increase women in leadership:

· reviewed and updated recruitment practices to ensure women in non traditional roles are given preference and prioritized

· introduced multi-level evaluators in the recruitment process to mitigate potential biased decision making

· updated jobs postings to ensure more inclusive, gender neutral language is used to attract more a diversity of applicants

· developed an inclusive language guide to help bring awareness to masculine and feminine words. This will help with the use of more inclusive, gender neutral language

· to help ensure qualified women are not disadvantaged in recruitment and developmental opportunities, encouraged a broader view of job qualifications to challenge the idea that “more” does not necessarily mean better

· formally re-introduced Cameco’s Inclusion and Diversity committee with representatives from in scope and out of scope roles from all equity groups throughout our Canadian operations

· conducted an audit of our facilities in Canada and the US to determine availability and adequacy of personal protective equipment and facilities for women

· prepared an internal diversity dashboard which assists with decision making during recruitment and development and includes diversity metrics that allow us to measure our progression towards a more equitable workplace

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· ongoing review of pay equity and job promotion/progression processes to ensure they are free of gender bias.

We have one executive officer who is a woman, representing 20% of the executive officers, and four women who are vice-presidents, together representing about 28% of our senior management team, up from 25% five years ago. Of our total workforce of 2,020, 500 employees (25%) are women.

Our succession planning framework is designed to build advanced competencies throughout the organization and to identify high-potential employees, including women, and prepare them to take on executive roles in the future.

We have been providing internal on-demand coaching and team development sessions, and have been facilitating our “Building our Future Together” cultural workshop to engage small groups of employees across the organization in discussions about the culture we are working towards, as we continue to redesign our leadership development program. Our new Digital Learning Centre will increase access to training and improve collaboration, efficiency, continuous improvement and overall employee development as we move further into a digital environment.

Most executive officer appointments are internal candidates, developed and promoted through our succession planning process. We strive for a complement of executive officers who are women and that at a minimum reflects the proportion of women in our workforce. We expect that our long-term inclusion and diversity plan will result in more women being identified and prepared for senior level positions at Cameco.

Diversity of senior management

We have a diversity plan with specific objectives each year to improve workplace diversity. We have not set targets for the representation of women, individuals with an Indigenous heritage, persons with disabilities or members of visible minorities among our executive officers. One (20%) of our executive officers is a woman and a visible minority. None of our executive officers has self-identified as Indigenous or a person with a disability.

A diverse senior management team is our goal and considered when addressing succession. We consider the representation of women, members of visible minorities, individuals with an Indigenous heritage and persons with disabilities when planning for leadership succession appointments of executive officers. Our current processes are helping us evaluate how to remove barriers to increase participation and representation and, ultimately, increase representation of these four groups. We expect the work we are doing will lead to qualitative and quantitative measures to assess the effectiveness of management’s actions.

The table below shows the change in gender diversity at Cameco over the past three years:

(as at December 31)	Women
	2021	2020	2019
All employees	25%	25%	25%
Directors and above	21%	23%	23%
Vice presidents and above	28%	28%	28%
Senior executive team	20%	20%	20%

Internal controls

The board and committees are responsible for monitoring the integrity of our internal controls and management information systems.

The audit and finance committee oversees the internal controls, including controls over accounting and financial reporting systems, and receives regular reports on internal controls from management. This oversight provides reasonable assurance of the reliability of our financial information and the safeguarding of assets.

The internal auditor reports directly to the audit and finance committee chair and updates the committee quarterly, while the CFO makes quarterly presentations on our financial results and forecasts to the audit and finance committee and the board.

Management is responsible for establishing and maintaining an adequate system of internal control over financial reporting to provide reasonable assurance that public reporting of our financial information is reliable and accurate, that our transactions are appropriately accounted for, and that our assets are adequately safeguarded. Management evaluates the effectiveness of our system of internal control over financial reporting.

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Our expectations of directors

We expect each member of the board to act honestly and in good faith, and to exercise business judgment that is in Cameco’s best interest. We expect directors to bring their skills, experience and functional expertise to the board and to draw on a variety of resources to support their decision-making, including materials prepared by management, their own research and business experience, independently-prepared media reports on Cameco and the industry, and knowledge gained from serving on other boards.

We also expect each director to:

· comply with our code of conduct and ethics and governance guidelines

· promptly report any perceived, potential or actual conflict of interest

· develop an understanding of our strategy, business environment, operations, performance, financial position and the markets we operate in

· diligently prepare for each board and committee meeting

· attend all board meetings, their committee meetings and the annual meeting of shareholders

· actively participate in each meeting, and seek clarification from management and outside advisors to fully understand the issues

· participate in our board education program

· participate in the board, committee and director assessment process.

Code of conduct and ethics

Our code of conduct and ethics sets out how we uphold our value of integrity, and it applies to all employees, officers and members of Cameco’s board and subsidiary boards. The code describes our principles and guidelines for ethical behaviour at Cameco and with our shareholders, our communities and all our stakeholder groups.

We strive to create an environment where our employees live our values every day. Our code promotes the highest levels of personal conduct and ethical standards in compliance with applicable law, while promoting a spirit of fairness and honesty. The code promotes respect for privacy and confidential information and fosters open and honest communication and disclosure.

Our values define our culture and provide a framework for who we are, how we behave as we strive to achieve our purpose, and how we maintain an excellent reputation. The values we live by each day are organized according to the following four core themes.

SAFETY AND ENVIRONMENT	INTEGRITY
· The safety of people and protection of the environment are the foundations of our work. All of us share in the responsibility of continually improving the safety of our workplace and the quality of our environment. · We are committed to keeping people safe and conducting our business with respect and care for both the local and global environment.	· Through personal and professional integrity, we lead by example, earn trust, honour our commitments and conduct our business ethically. · We are committed to acting with integrity in every area of our business, wherever we operate.

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PEOPLE

EXCELLENCE

•  We value the contribution of every employee and we treat people fairly by demonstrating our respect for individual dignity, creativity and cultural diversity. By being open and honest, we achieve the strong relationships we seek. •  We are committed to developing and supporting a flexible, skilled, stable and diverse workforce, in an environment that: •   attracts and retains talented people and inspires them to be fully productive and engaged •   encourages relationships that build the trust, credibility and support we need to grow our business

•  We pursue excellence in all that we do. Through leadership, collaboration and innovation, we strive to achieve our full potential and inspire others to reach theirs. •  We are committed to achieving excellence in all aspects of our business.

The code provides guidance on the most relevant issues related to business ethics, such as corruption, competition law and antitrust violations, and conflicts of interest, and is supported by our global anti-corruption and respectful workplace programs. Through our code and these programs, we have implemented several compliance measures, such as compliance training, confidential reporting channels and business ethics awareness.

Our governance and compliance structures and processes include the following:

· our code details our high ethical standards, which are embedded in our internal training programs

· compliance professionals throughout the organization follow legislative, governance, regulatory and compliance rules, trends and best practices and strive to maintain a high level of good governance and a compliance mindset across Cameco

· robust policies and reporting mechanisms include an ethics (whistleblower) hotline and incident reporting procedures that protect anonymity and confidentiality

· our privacy officer provides guidance to the company on privacy matters

· strict policies on conflicts of interest, disclosure of material information and insider trading.

We review the code every year and promptly communicate any changes. New employees and board members receive training on the code and must certify when they join the company or the board that they will comply with the code. Directors and employees declare any actual, potential or perceived conflict of interest, and plans are put in place to mitigate any potential conflicts.

Directors, officers and employees who have senior management responsibilities or work in supply chain management, internal audit, investor relations, finance/treasury/tax, business technology services, marketing, corporate development, legal or human resources and our executive offices undergo special online training on the code and complete a declaration form every year. The training is on key issues such as fraud prevention, privacy matters, acceptable gifts and invitations from vendors, and respectful workplace matters. In 2021, all employees completed the online training on the code and completed a declaration.

Employees are encouraged to discuss any concerns or potential violations of the code with their supervisor, manager or human resources representative, or notify the legal or internal audit departments or any member of the executive team. If they are uncomfortable doing so, or if they are not satisfied with the action taken to address their concerns, anyone, at any time, can report a concern or violation of the code confidentially and anonymously online, by phone or by mail through our ethics (whistleblower) hotline.

Our conduct and ethics committee reviews concerns and investigates ethics-related matters under the direction of the audit and finance committee. The audit and finance committee reviews concerns relating to senior management and directors, and reports to the board on Cameco’s compliance with the code.

We are committed to respecting human rights and treating all employees fairly, including providing a harassment-free work environment. We have employee training and protocols for preventing, reporting and addressing

2022 MANAGEMENT PROXY CIRCULAR    53

harassment and prohibit retaliation against employees who raise concerns or complaints in good faith. All employees also receive mandatory training on a respectful workplace and unconscious bias.

Avoiding conflicts of interest

Directors do their best to avoid situations where their interests might conflict with their duty to act in Cameco’s best interest. Each director must promptly report a potential, perceived or actual conflict of interest to the corporate secretary and not participate in any discussions or decisions about the matter.

The corporate secretary maintains a list of issues and potential conflict situations and monitors them on an ongoing basis. The corporate secretary helps identify when actions may be desirable and consults with legal counsel as necessary to determine whether a director has a conflict.

Related party transactions

The code requires directors, officers and employees to report any related party transactions. In 2021, there were no material conflicts of interest or related party transactions reported by the board, the CEO or other senior executives.

Our corporate governance guidelines require a director to promptly inform the corporate secretary if an actual, potential or perceived conflict of interest arises. The corporate secretary will bring the matter to the attention of the nominating, corporate governance and risk committee right away for review and recommendation to the board.

If a director has an actual, potential or perceived material interest in a transaction or agreement involving Cameco, they do not participate in any committee or board discussions or decisions related to the possible conflict. Any transactions between Cameco and its officers or directors, other than routine transactions and situations arising in the ordinary course of business consistent with past practice, are reviewed by the audit and finance committee.

A conflict of interest and mitigating plans must be approved by the board upon the recommendation of audit and finance committee. If a situation arises between scheduled committee meetings, the chair of the committee has the authority to review the transaction or situation and report the results to the committee at its next meeting.

The board also reviews related party transactions when it conducts its annual review of director independence. The nominating, corporate governance and risk committee reviews any potential conflicts of interest involving a director for the purpose of determining independence and assesses whether such conflict limits or impairs the role of the director, and makes recommendations to the board respecting directors for nomination and election. The nominating, corporate governance and risk committee reviews the definition of independent director and related definitions to assist in making determinations as to the independence of directors.

Our internal audit, accounting, human resources and legal departments review any declared conflicts of interest or related party transactions reported by officers and employees, as applicable.

Serving on other boards

We believe that directors must be able to commit the necessary time to effectively serve on our board. This means they must devote sufficient time to properly prepare for and attend board and committee meetings, understand the issues and participate in each meeting. Our directors do not serve on the boards of competitors and cannot join organizations or groups that may have adverse interests, unless they have the board’s permission. Our governance guidelines state that a Cameco director who is an active CEO can serve on a maximum of two public company boards, including their own board and Cameco’s board. Our CEO can serve on one other board with the consent of Cameco’s board. Other directors can serve on a maximum of four public company boards, including Cameco’s board. Members of our audit and finance committee cannot serve on the audit committees of more than two additional public companies without the board’s approval.

The chair of the board or the nominating, corporate governance and risk committee discusses board memberships with each director during their annual interview, including their commitment to the Cameco board and capacity to handle the board and committee workload.

Directors must advise the chair of the board, the chair of the nominating, corporate governance and risk committee, the CEO and the corporate secretary if they are considering a directorship with another public company. A director can temporarily exceed the limit by one directorship if they declare an intention to resign from, or not stand for re-election to, at least one other board as of that company’s next annual general meeting.

54    CAMECO CORPORATION

Board interlocks

A board interlock occurs when directors serve together on another board. We do not currently have any board interlocks. We do not allow more than two directors to serve together on another public company board and we do not allow directors to serve together on more than two other public company boards.

Change in position

If there is a substantial change in a director’s principal occupation or business association changes, the director must promptly offer their resignation to the board chair. The board will decide whether or not to accept the resignation.

Stakeholder engagement

We recognize the importance of strong and consistent engagement with stakeholders. The long-term sustainability of our business is dependent in part on our ability to effectively build relationships with our stakeholders and work constructively with them for our mutual benefit.

Informed by best practices, our approach to engagement involves setting standards for ways to meaningfully engage with stakeholders. We are committed to having constructive and open dialogue with stakeholders throughout the year on a variety of issues, including our financial performance and business strategy, our policies on corporate governance, our executive compensation program and practices, and our approach to ESG-related matters.

Through regular, ongoing engagement, stakeholders can increase their knowledge about Cameco and we can hear their views on our practices, strategy and disclosure and answer questions so there is a shared understanding about how Cameco is creating long-term, sustainable value. We consider all feedback and have enhanced our practices and disclosure over the years as a result.

Disclosure

We provide timely, open, complete, accurate and balanced information in our disclosure documents. The audit and finance committee is responsible for overseeing our review of our disclosure controls and procedures once a year and recommending any significant changes to the board for approval.

Our disclosure committee includes members of senior management and is responsible for:

· reviewing all news releases and public filings containing material information prior to their release

· evaluating the design and effectiveness of our disclosure controls and procedures to make sure they continue to provide reasonable assurance that information is gathered promptly and accurately, so we can develop appropriate public disclosure that complies with legal requirements

· providing regular updates on our public disclosure to the audit and finance committee.

Each board committee reviews the material public disclosure relevant to its mandate before the board considers it for approval:

· the audit and finance committee reviews the annual and interim financial statements, management’s discussion and analysis (MD&A) and related news releases

· the reserves oversight committee reviews the reserve and resource estimates and technical reports

· the human resources and compensation committee and the nominating, corporate governance and risk committee review this management proxy circular.

The board also reviews and approves the following publicly-filed documents:

· prospectuses

· annual information forms

· US Form 40-F filings

· ESG report

· other disclosure documents that must be approved by the directors according to securities laws, securities regulations or stock exchange rules.

2022 MANAGEMENT PROXY CIRCULAR    55

The CEO and the CFO meet regularly with investment analysts and institutional investors. Our website (cameco.com) has information for shareholders, investment analysts, media and the public. Our Investor Relations department also provides information to shareholders and responds to general questions or concerns.

You can contact our Investor Relations department by:

Phone:	306.956.6340
Fax:	306.956.6318
Email:	go to the Contact section of our website and complete the email form.

Engagement with the investment community

Our investor relations objective is to provide clear, consistent, accurate, and transparent communications to the investment community to facilitate informed investment decisions. We communicate regularly in various ways and the following is a summary of our engagement activities with the investment community:

Type of   engagement	Frequency	Who engages	Who we engage with
Conference calls	Quarterly	Senior management	The investment community to discuss our progress on our strategy and the trends we are seeing in the market
Conference calls	Ad hoc	Senior management	Specific investors and the investment community generally as required to address other publicly-disclosed material company matters
Annual meeting of shareholders	Annually	Board of directors and senior management	Holders of Cameco common shares are invited to attend the annual meeting of shareholders to vote their shares and participate in the items of business
News releases	As required	Senior management	Disclose material and other information in news releases to the media throughout the year
Non-deal investor road shows	Continuous	Senior management	Individual meetings with security holders to discuss publicly-disclosed information about our business and operations, answer questions and obtain feedback
Conferences	Continuous	Senior management	Investment community to discuss our business and operations and key industry topics
Meetings, calls, discussions	As required	Investor relations	Investment advisors and institutional and non-institutional shareholders to address any shareholder-related concerns and point them to publicly-available information
Direct board and shareholder engagement	As requested	Chair of the board (and other directors as may be identified by the chair)	Significant shareholders to address specific topics and related issues
Regular meetings	Annually	Senior management	Proxy advisory firms like Glass Lewis & Co., LLC and Institutional Shareholder Services (ISS) to discuss any issues or concerns or to receive feedback on a particular matter
Ad hoc meetings as requested	As requested	Chair of the board, chair of identified committees Senior management	Shareholder advocacy groups to discuss any issues or concerns or to obtain feedback on a particular subject matter

Say on pay

We have held an advisory vote on ‘say on pay’ every year since we introduced it in 2010 and have always received strong support from shareholders. We monitor developments in executive compensation and evolving best practices to make sure our policies, programs and decisions are appropriate. We do a risk assessment of our executive compensation program every year and review our compensation programs and governance to support any changes

56    CAMECO CORPORATION

to our business strategy and ensure alignment with the market and best practices. In 2021, 96.3% of the votes were in favour of our approach to executive compensation. You can write to the board or committee chair about your views on executive compensation.

How to engage with the board

You can engage with members of the board by contacting the corporate secretary at corporate_secretary@cameco.com, or by writing to us at our head office address below. You can write in confidence to the chair of the board, the committee chairs or the independent directors as a group. Send your sealed envelope to our corporate office:

Cameco Corporation 2121-11th Street West Saskatoon, SK S7M 1J3   Private and strictly confidential Attention – Chair of the board of directors You can use this address to write to the chair of the audit and finance committee or the human resources and compensation committee – make sure you mark on the envelope to whom you are directing the letter. Envelopes will be delivered unopened to the appropriate party.

Other information

Voting results

We promptly disclose the voting results of our shareholder meetings. We will disclose the voting results on the items of business at this year’s meeting in our report on the 2022 annual meeting, which will be released shortly after the meeting. Go to our website (cameco.com/invest/2022-annual-meeting) or SEDAR (sedar.com) following the meeting to see the voting results.

Shareholder proposals

Shareholders who meet eligibility requirements under the CBCA can submit a shareholder proposal as an item of business for our annual shareholder meeting in 2023. Proposals must be submitted to our corporate secretary by January 6, 2023 for next year’s annual meeting. Shareholder proposals that comply with the CBCA requirements and are received by that date will be printed in the management proxy circular we send to shareholders next spring along with our responses.

Advance notice by-law

Shareholders who collectively own more than 5% of Cameco’s outstanding shares may nominate individuals to serve as directors and have their nominations for election included in our management proxy circular for the annual meeting by submitting a shareholder proposal in compliance with the provisions of the CBCA. We did not receive any shareholder proposals for this year’s meeting. The deadline for shareholder proposals for the 2023 annual meeting of shareholders is January 6, 2023.

Our by-laws require shareholders who wish to nominate directors to give advance notice of the nominations. These requirements are intended to provide a transparent, structured and fair process with a view to providing shareholders an opportunity to submit their proxy voting instructions on an informed basis. In accordance with the by-laws, written notice of nominations must be provided to our corporate secretary no later than 30 days and no more than 65 days prior to the date of the annual meeting and must include the information prescribed in the by-laws. Our by-laws are available on our website (cameco.com/about/governance) and are filed on SEDAR (sedar.com).

Accessing our governance and other regulatory disclosure

Our key governance documents are available on our website (cameco.com/about/governance):

·   articles and bylaws	·   board diversity policy
·   our governance framework	·   board education program
·   our governance guidelines	·   position descriptions for the board chair and the CEO
·   our code of conduct and ethics	·   director and executive share ownership guidelines
·   the mandates of the board and its committees	·   executive incentive compensation recoupment policy.
·   definition of independent director and related definitions

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Our publicly-filed disclosure documents are also available on our website (cameco.com), and on SEDAR (sedar.com) and EDGAR (sec.gov/edgar.shtml), including:

· 2021 annual report, which includes financial information about us, as provided in the audited financial statements and MD&A for our most recently completed financial year

· subsequent quarterly reports

· our most recent annual information form, particularly the Governance – About the audit and finance committee section which has additional information about our audit and finance committee, the audit and finance committee mandate (in Appendix A of that document) and other information required by Canadian securities regulators

· our code of conduct and ethics, articles of incorporation and bylaws, and the board committee mandates

· our voting results following the annual meeting of shareholders.

Filings with the US Securities and Exchange Commission (SEC) are available under company filings on its website (sec.gov). You can request free printed copies of these documents by writing to the corporate secretary at corporate_secretary@cameco.com, or at Cameco Corporation, 2121-11^th Street West, Saskatoon, SK S7M 1J3.

Compliance

Cameco is a public company and our shares trade on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE). We comply with applicable corporate governance guidelines and requirements in Canada and the United States, including:

· the corporate governance standards that apply to Canadian companies listed on the TSX

· the requirements of the Sarbanes-Oxley Act of 2002 (SOx)

· the NYSE corporate governance standards that apply to foreign private issuers registered with the SEC in the US.

We also voluntarily comply with most of the NYSE corporate governance standards that apply to US issuers, with the following exceptions:

· Shareholder approval of equity compensation plans – we comply with the TSX rules, which require shareholders to approve equity compensation plans only if they involve newly issued securities. The NYSE standards require shareholders to approve the plans and any material revisions, whether or not the securities issued under the plans are newly issued or purchased on the open market, subject to a few limited exceptions

· Appointment of auditors – we comply with the CBCA, which requires that the auditors be appointed by the shareholders at the company’s annual meeting. The NYSE standards require the audit committee be directly responsible for the appointment of any registered accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services. However, there is an exception for foreign private issuers that are required under a home country law to have auditors selected according to home country standards. Our audit and finance committee is responsible for evaluating the auditors and recommending the appointment of the auditors to the board, who recommends the appointment to shareholders.

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Executive compensation
Message from the Chair of Human Resources and Compensation Committee	60
Compensation discussion and analysis	62
Our 2021 named executive officers	63
Compensation governance	64
• Independent advice	64
• Compensation risk management	65
Compensation decision-making process	67
Our approach to executive compensation	68
• Compensation comparator group	68
• Target compensation	69
• Share ownership requirements	69
• Alignment with our strategy and ESG performance	70
Compensation components	71
• Base salary	72
• Short-term incentive (STI) plan	72
• Long-term incentive (LTI) program	74
• Pension	77
• Benefits	77
2021 Performance and compensation decisions	78
• Market context	78
• Share performance	81
• 2021 Compensation decisions	82
CEO compensation summary	89
2022 Compensation decisions	92
2021 Compensation details	93
Summary compensation table	93
Incentive plan awards	95
• Options exercised and value realized during the year	96
Equity compensation plan information	97
• Burn rate	97
• Additional plan details	97
Pension benefits	98
• Defined contribution plan	98
• Supplemental executive pension	98
• Early retirement	99
• Executive pension value disclosure	99
Loans to executives	100
Termination and change of control	101

2022 MANAGEMENT PROXY CIRCULAR    59

Message from the Chair of the

Human Resources and Compensation Committee¹

Dear Shareholder,

On behalf of the human resources and compensation committee and the board, I am pleased to discuss our approach to executive compensation and provide insights to this year’s executive compensation decisions.

The human resources and compensation committee oversees all aspects of executive compensation, succession planning and leadership development. Detailed information about Cameco’s compensation philosophy, pay-for-performance program, 2021 results and compensation governance is included in the compensation discussion and analysis that follows this letter.

Our approach to compensation

Our compensation program supports Cameco’s vision of energizing a clean-air world. The program is designed to link strategy and performance with compensation and align the interests of our executives and shareholders. It links a significant portion of executive pay – including equity-based compensation – to the achievement of objectives that focus the executive team on Cameco’s long-term success and sustainability.

The committee reviews Cameco’s strategy and business plan and recommends performance measures and targets to the board that reflect Cameco’s four measures of success – outstanding financial performance, a safe, healthy and rewarding workplace, a clean environment, and supportive communities. The committee uses these measures and targets to assess corporate and executive performance and make compensation decisions, including the payouts of incentive awards.

2021 Performance and compensation

2021 was another challenging year with the COVID-19 pandemic. Despite this, Cameco executed on all strategic fronts: operational, marketing and financial, and did so while prioritizing the health and safety of workers and people in the communities where we operate. Both the committee and the board acknowledge and appreciate the strong efforts of Cameco’s leadership team in effectively navigating the challenges and uncertainty associated with the second year of the COVID-19 pandemic.

Cameco’s executive compensation program supports our strategic plan, and measures based on our corporate objectives form the targets for our short-term incentive plan. They are grouped into our four measures of success, reflecting a holistic approach to performance that includes both financial and ESG measures. We believe that each is integral to Cameco’s overall success and that together they will ensure Cameco’s long-term sustainability.

Performance share units (PSUs) reward absolute and relative out-performance over a three-year period and provide value aligned with Cameco’s share price. Current measures for our PSUs are focused on revenue and operations. These measures align management’s compensation with the ability to improve corporate performance over a three year-period so that management continues to maintain a balanced, longer-term focus on delivering value.

Incentive compensation results

The 2021 short-term incentive corporate performance multiplier was 101.3% and reflects:

· financial performance that was between threshold and target

· safety performance at target, reflecting the best safety performance in Cameco’s history for the fourth year in a row

· excellent progress in enhancing skills and providing training for Residents of Saskatchewan’s North (RSNs)

· environmental performance at target, mitigating environmental risks in each area of our operations.

2019 PSU awards vested on December 31, 2021 and paid out at 146.8%, reflecting above target performance for the Cameco three-year relative realized price of uranium and lower all-in sustaining costs, plus top quartile (86^th percentile) three-year relative total shareholder return (TSR) compared to the companies in the TSX 60.

¹ This message from the chair of the human resources and compensation committee contains forward-looking information and is based upon the assumptions and subject to the material risks described at pages 2 through 4 of our 2021 MD&A. Actual outcomes for future periods may be significantly different.

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President and Chief Executive Officer (CEO) compensation

The committee uses a robust assessment process for evaluating CEO performance and incorporates feedback from all board members before making its recommendations on CEO pay to the board.

A significant component of CEO compensation is at risk and is contingent on performance. Tim Gitzel did not receive a salary increase in 2021, at his request. His 2021 short-term incentive award was $1,414,000, reflecting target corporate performance and continued strong individual performance and leadership during another very challenging year. Tim continues to demonstrate exemplary leadership, helping Cameco to navigate considerable challenges while executing on all strategic fronts, strengthening the company’s balance sheet, and positioning Cameco to achieve its vision of energizing a clean-air world. Importantly, he continues to lead the company in a manner that retains trust and credibility with our investors and key stakeholders.

Looking ahead to 2022

The committee regularly reviews Cameco’s compensation program and practices and makes adjustments both to support Cameco’s needs and align with market trends and best practices. Performance measures for both short- and long-term incentive plans are linked to our strategic plan and reward long-term success. Every year Cameco’s measures are scrutinized and tested to ensure stretch within the program. This includes a thoughtful examination of threshold, target and maximum levels for all measures.

The 2022 short-term and long-term incentive targets align with our strategy and four measures of success and focus on:

· financial and operational performance

· delivering cash flow, managing costs, and preserving revenue in a tough market environment

· protecting the value of our sales contract portfolio

· reducing costs

· keeping people safe

· protecting the environment

· providing support to and securing support from our communities.

Base salaries for each named executive will increase 3% in 2022 following careful consideration of external market projections and pressures, and comparison of Cameco’s salaries to those of our peers.

We are confident that Cameco’s compensation program is effective, links pay to performance and aligns with Cameco’s vision of energizing a clean-air world. We remain focused on taking advantage of the long-term growth we see coming in our industry, while maintaining our ability to respond to market conditions as they evolve, all while keeping our workers and their families and communities safe.

The committee continues to oversee succession planning to ensure effective development of leadership talent and an orderly transition to officer roles as required. We also continue to focus on diversity as an important factor in Cameco’s ability to continue to innovate, manage change, and grow as a respected industry leader and employer of choice.

Thank you for your support

In keeping with our ongoing commitment to good governance and regular shareholder engagement, we are holding our annual “say on pay” advisory vote at our 2022 annual meeting. Last year shareholders voted 96.3% in favour of our approach to executive compensation. We are encouraged by the consistently strong support we receive from shareholders and value all feedback on executive compensation and other governance matters.

In closing, I would like to express my confidence in Cameco’s future prospects. I look forward to my continued service as committee chair and working on human resources and compensation matters that are such an important aspect of Cameco’s success.

Sincerely,

Don Kayne

Chair, Human Resources and Compensation Committee

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Compensation discussion and analysis

The human resources and compensation committee ensures our executive compensation program is competitive, based on sound decision-making, pays for performance, motivates and attracts talent, and focuses on creating long-term value.

WHAT WE DO
ü	Pay for performance. 83% of the compensation for the CEO is at-risk pay – it is variable, contingent on performance and not guaranteed
ü	Share ownership. We require our executives to own equity in Cameco, and to acquire additional shares using the proceeds from redeeming or exercising vested equity awards until they have met their target ownership
ü	Performance based vesting. 60% of the long-term incentive vests at the end of three years based on our absolute performance and relative average realized uranium price
ü	Benchmarking. We benchmark executive compensation against a size and industry appropriate comparator group and target compensation at the median of the group
ü	Caps on incentive payouts. Our STI and PSU plans cap payouts. The human resources and compensation committee and the board cannot use their discretion to exceed the caps
ü	Stress testing and back testing. We stress test different scenarios to assess appropriateness of pay and avoid excess risk-taking, and the committee considers long-term incentive awards previously granted when granting new awards
ü	Clawbacks. Our clawback policy applies to all named executives and all incentive compensation awarded
ü	Independent advice. The committee receives compensation advice from an independent advisor
ü	Disclosed realized and realizable pay. The value ultimately realized from a long-term incentive award can be significantly different from the grant value. Share price is only one factor that affects the payout value
ü	Modest benefits and perquisites. These are market competitive and represent a small part of total executive compensation
ü	Employment agreements. Employment agreements with the named executives protect specialized knowledge, contacts and connections obtained while at Cameco
ü	Double trigger. The severance provisions in our executive employment agreements and our LTI plans have double triggers in the event of a change of control
WHAT WE DON’T DO
X	No repricing of stock options.
X	No tax gross-ups.
X	No excessive severance obligations.
X	No bonus amounts or value of equity awards included in pension calculations.
X	No hedging of shares or equity awards.

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Our 2021 named executive officers

Our 2021 named executive officers (named executives) include the chief executive officer, chief financial officer, and the next three most highly compensated officers at December 31, 2021.

Name and title	Background and experience
Tim Gitzel President and Chief Executive Officer	Tim Gitzel was appointed president and chief executive officer on July 1, 2011 and has over 25 years of senior management experience in the uranium sector. He previously served as senior vice-president and chief operating officer at Cameco. Prior to joining Cameco, Tim was executive vice-president, mining business unit for Orano (formerly AREVA) in Paris, France, where he was responsible for global uranium, gold, exploration and decommissioning operations in 11 countries. See the director profile on page 20 for his complete biography.
Grant Isaac Senior Vice-President and Chief Financial Officer	Grant Isaac was appointed senior vice-president and chief financial officer on July 1, 2011 and has executive oversight responsibilities for finance, tax, treasury, investor relations, strategy and risk, and marketing. Grant was previously senior vice-president, corporate services from 2009 to 2011. Prior to joining Cameco, Grant was a professor at the Edwards School of Business, University of Saskatchewan beginning in 2000 and was appointed as the Dean of the Edwards School of Business in 2006. Grant earned a BA (economics) and an MA (economics) from the University of Saskatchewan and a PhD from the London School of Economics.
Brian Reilly Senior Vice-President and Chief Operating Officer	Brian Reilly was appointed senior vice-president and chief operating officer on July 1, 2017 and has executive oversight responsibilities for our fuel services division, mining operations, technical services and operational excellence. He was previously vice-president, mining, projects and technology. Brian’s career at Cameco began at Cameco Australia in 2011 where he was managing director responsible for strategic vision, planning and overall direction. Prior to joining Cameco, Brian held the position of president & CEO of Titan Uranium and previous positions with Orano (formerly AREVA), including vice-president human resources and industrial relations. At Orano, Brian was responsible for coordinating and developing the KATCO project in Kazakhstan and the Kiggavik project in Nunavut.
Alice Wong Senior Vice-President and Chief Corporate Officer	Alice Wong was appointed senior vice-president and chief corporate officer in July 2011 and has executive oversight responsibilities for human resources, safety, health, environment, quality, regulatory relations, business technology services, supply chain management, internal audit and corporate ethics. Alice’s career with Cameco spans 35 years. Previous roles include vice-president safety, health, environment, quality and regulatory relations where she led the company through an increasingly complex regulatory world with a focus on operational excellence. She also held leadership positions in corporate responsibility, communications, community investment, government relations and investor relations and has experience in marketing, corporate development and strategic planning. Alice has been a member of the board of Hecla Mining Company (NYSE:HL) since February 2021.
Sean Quinn Senior Vice-President, Chief Legal Officer and Corporate Secretary	Sean Quinn was appointed senior vice-president, chief legal officer and corporate secretary on April 1, 2014. Sean has executive oversight responsibilities for legal, corporate development, exploration and our Kazakh joint venture. Sean was previously vice-president, law and general counsel from 2004 to 2014. Sean’s career with Cameco spans almost 30 years. As legal counsel, he has been at the forefront of Cameco’s major international business deals, including acquisition of uranium operations in the US, the formation of JV Inkai in Kazakhstan, the spinoff and eventual divestiture of Cameco’s gold business to Centerra Gold Inc., and the acquisition of Kintyre and Yeelirrie uranium deposits in Australia. He served on the board of Bruce Power from 2007 to 2014, representing Cameco’s investment.

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Compensation governance

The board has ultimate responsibility for compensation at Cameco. It oversees our compensation policies and practices and assesses compensation based on balanced short- and long-term performance, relative to pre-determined measures for financial performance, operational excellence and sustainability. The board can use its discretion to reduce compensation or, subject to certain limits, adjust compensation upward.

The human resources and compensation committee assists the board in overseeing our human resources policies and programs, executive compensation, succession planning, pension plans and director compensation. The committee reviews all policies and programs relating to executive compensation, which involves:

· establishing the annual corporate objectives to assess performance

· determining the base salaries, short-term incentive awards and long-term incentive awards

· evaluating performance

· reviewing and recommending executive compensation to the board for review and approval.

The committee is qualified, experienced and 100% independent. It has four members of varying tenure. Don Kayne serves as committee chair and brings strong executive compensation, risk management, governance and CEO experience to the role. Other committee members have strong backgrounds in finance, risk oversight, governance and executive compensation. You can read more about the committee members in their director profiles starting on page 15.

Years on committee
Don Kayne (chair)	5
Daniel Camus1	10
Kate Jackson2	4
Ian Bruce1,2,3	7

Expertise of committee members
Business and industry experience	4 of 4
Executive compensation experience (as a senior executive, managing partner or member of the compensation committee of other public companies)	4 of 4
Governance background	4 of 4
Risk oversight experience	4 of 4
Executive leadership	4 of 4

1. Audit and finance committee members.

2. Nominating, corporate governance and risk committee members.

3. Ian is a member of all committees. He was chair of the human resources and compensation committee prior to taking on the role of board chair.

Independent advice

Meridian Compensation Partners (Meridian) serves as the human resources and compensation committee’s independent consultant, a role it has fulfilled since December 2011. Management retains a different external consultant as a general resource on human resources and other matters and Mercer serves as management’s consultant.

The committee considers the independence of its compensation consultant, and reviews all fees and the terms of consulting services to be provided by the independent consultant. The committee reviewed Meridian’s 2021 report on independence as contemplated by the NYSE rules and is satisfied with the report. It also confirmed Meridian’s independence.

The committee considers recommendations provided by its compensation consultant and management along with other information, and is ultimately responsible for its own decisions.

Meridian assists the committee in its annual review of Cameco’s compensation program, and regularly reviews 10 aspects of our compensation programs:

· compensation principles

· comparator groups

· positioning of target compensation

· pay mix

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· incentive plan design

· performance measures and assessment of performance

· share ownership

· plan governance and risk mitigation

· supplemental executive pension program

· disclosure of executive compensation.

The table below shows the fees paid to Meridian in 2020 and 2021. Meridian did not provide any services to management in either year.

	2021		2020
Executive compensation-related fees	$	94,743	$	60,401
All other fees		–		–
Percent of work provided to the committee		100%		100%

Meridian provided a broad range of services in 2021, including:

· a review of the comparator group

· a compensation risk review

· an education session on compensation and governance trends

· a review of our executive compensation program and STI and PSU plan objectives and performance measures

· a review of the director compensation program

· a review of the 2021 incentive plan targets and performance against targets

· a pay-for-performance assessment of CEO realizable pay

· a review of the compensation discussion and analysis (CD&A)

· consulting on numerous compensation governance matters, including clawbacks, proxy advisor positions, realized and realizable pay disclosure and ISS pay-for-performance modeling.

Compensation risk management

We mitigate executive compensation risk through appropriate oversight and compensation plan design. The human resources and compensation committee oversees compensation risk (see page 40), and Meridian conducts a compensation risk review annually for the committee.

Our compensation program:

· is designed to encourage the right management behaviours

· uses a company-wide balanced scorecard approach to assess performance

· motivates appropriate risk-taking

· avoids excessive payouts to executives and employees.

Specific corporate governance policies related to compensation program risk management include our clawback policy, share ownership requirements, and anti-hedging policy.

Meridian’s 2021 assessment concluded that Cameco’s compensation program and policies drive a balanced approach to short- and long-term risk and are not likely to have a material adverse effect on Cameco, its business or its value.

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Clawback policy

All named executives are subject to a clawback policy that applies to all incentive compensation, including any annual bonus, performance share units, restricted share units and stock options granted or received. It allows the board and the human resources and compensation committee to decide how to apply the policy and recoup the incentive compensation of the executive at fault if there is an accounting restatement due to material non-compliance with financial reporting requirements under securities laws, and the executive engaged in gross negligence, intentional misconduct or fraud which caused or significantly contributed to the restatement and was overcompensated as a result of the restatement.

Share ownership requirements

Our share ownership guidelines require executives to meet the required levels of ownership within five years of their appointment. We expect executives to hold the shares they currently own and to purchase additional shares with the after-tax proceeds from redeeming or exercising equity awards until they have met their target ownership levels (see page 69 for share ownership requirements).

Anti-hedging policy

We prohibit directors, officers and employees from using hedging strategies to offset a decrease in market value of our shares or the market value of equity awards granted as compensation.

Our securities trading guidelines prohibit:

· trading while in possession of confidential material information

· tipping of confidential information to anyone

· speculative trading in or hedging of Cameco securities or related financial instruments

· holding Cameco securities in margin accounts

· fraudulent trading or market manipulation of Cameco securities.

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Compensation decision-making process

The board, the human resources and compensation committee and management are involved in compensation decision-making. The committee is responsible for making compensation recommendations to the board for its approval.

The chart below shows our process, the different inputs we use to determine compensation, and the flow of information, recommendations and approval by our board.

Our culture encourages management to be objective in assessing its own performance and making recommendations to the board to adjust compensation as appropriate. The compensation principles set out below were adopted by the board and guide all executive compensation decisions at Cameco.

Six compensation principles
Team	Performance	Retention
Promote executive teamwork by using incentive-based compensation that emphasizes corporate over individual performance	Base compensation decisions on corporate and individual performance, using a combination of financial, non-financial, internal and external measures, and absolute and relative performance, depending on short-term and long-term performance	Focus part of the LTI program (PSUs) on absolute and controllable performance measures to retain skilled executives
Shareholder alignment	Benchmarking	Market competitiveness
Use share ownership requirements and equity-based compensation to align executives with long-term interests of shareholders	Benchmark shareholder experience and compensation program against a comparable group of companies	Target executive compensation around the range of the market median, depending on role, experience and performance, to ensure we can attract and retain our executive talent

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Our approach to executive compensation

Our executive compensation program is based on strong principles, a disciplined process and thorough research and analysis. It has four goals:

· attract, retain and motivate executives, who are operating in a highly-demanding, complex and competitive global business environment

· establish a clear link between corporate performance and executive pay

· motivate executives to create value by rewarding them when successfully achieving corporate and individual performance objectives over the short and long term

· ensure a significant portion of total compensation is at risk, focused on business outcomes and financial and ESG performance, and is tied to share value to align the interests of executives and shareholders.

Compensation comparator group

We use national, provincial and industry compensation forecasts as a resource and benchmark Cameco’s executive compensation against a comparator group for individual compensation components and total compensation by position. Performance, scope of the role, experience and internal equity are also considered by the human resources and compensation committee when making compensation decisions.

Our objective is to have a robust and stable group of companies that are comparable by size and industry to benchmark against. We use a multi-step evaluation process to determine appropriate companies for assessing market compensation levels. The evaluation process is based on our existing criteria and focuses on companies in the resource industry (mining in particular) that are similar in size and complexity and are a relatively good fit with the overall group.

As a publicly-traded, global nuclear energy company based in Canada, we have no peers that are directly comparable, so the human resources and compensation committee, with the support of its independent consultant, has established a comparator group of companies to assess both executive and director compensation. The comparator group represents a cross-section of Canadian capital-intensive companies from different sectors that are similar by size of assets, revenue, enterprise value, and market capitalization (generally ranging from one-third to three times the size of Cameco). These companies are also in regulated or relevant industries or in complex businesses, have operations in multiple geographic locations and jurisdictions, and have their head office in Canada.

2021 Comparator group
Diversified metals and mining	Energy (oil, gas and methanol)	Utilities, energy infrastructure and power producers
Agnico-Eagle Mines Ltd. Centerra Gold Inc. Eldorado Gold Corporation First Quantum Minerals Ltd. Hudbay Minerals Inc. IAMGold Corporation Kinross Gold Corporation Lundin Mining Corporation New Gold Inc. Nutrien Ltd. Pan American Silver Corp. Teck Resources Limited Yamana Gold Inc.	ARC Resources Ltd. Crescent Point Energy Corp. Enerplus Corporation MEG Energy Corp. Methanex Corporation Ovintiv Inc.	TransAlta Corporation

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Target compensation

We target base salaries and total compensation within a competitive range of the median of our comparator group for target performance.

The charts below show the 2021 target pay mix for total target direct compensation for our named executives, and the amount of at-risk compensation. We use financial, operational and ESG measures to assess performance for short- and long-term incentive awards.

Share ownership requirements

Share ownership is an important part of our compensation program as it aligns the interests of our executive officers with those of our shareholders. Ownership includes Cameco shares held directly or indirectly, and share equivalents such as PSUs and RSUs. The human resources and compensation committee regularly reviews and assesses our guidelines to make sure they continue to align with market practice.

Ownership guidelines by position	CEO – 4x base salary Other named executives – 2x base salary
Equity used to meet share ownership guidelines	Yes	No
	·  Cameco shares that the NEO owns or is deemed to own, beneficially, directly or indirectly ·  80% of the after-tax value of unvested PSUs (not to exceed half of the ownership level) ·  The after-tax value of unvested RSUs	•  Options, whether vested or unvested

All named executives are expected to achieve the required levels of ownership within five years of their appointment. If they assume a new position with a higher ownership level, they have three additional years to meet the increased level. If a named executive has not satisfied the ownership guideline within those first five years or if ownership falls below that level after that time period, they must use the after-tax proceeds from the payout of their PSU and RSU awards and the exercise of stock options to purchase additional shares until the guideline is met.

For compliance purposes, we assess share ownership annually based on the year-end closing price of Cameco common shares on the TSX or the price at the time of purchase (or share unit grant), whichever is higher.

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All of our named executives comply with our share ownership guidelines. The table below shows each named executive’s holdings for purposes of our annual compliance assessment.

			Total holdings						Value of holdings (using share ownership guideline value)		Value of holdings1		Multiple achieved		Compliant with share ownership guideline
					Qualifying share equivalents						Using market value at year-end
	2021 base		Cameco
Name	salary		shares		PSUs2		RSUs3
Tim Gitzel4		$1,060,900		370,035		125,134		104,261		$16,603,996		$16,532,279		15.6x		Yes
Grant Isaac		$586,400		87,185		48,204		40,162		$4,841,688		$4,841,697		8.3x		Yes
Brian Reilly		$502,400		27,959		27,959		30,983		$1,923,378		$2,396,730		4.8x		Yes
Alice Wong		$474,100		80,270		31,184		25,978		$3,812,570		$3,790,375		8.0x		Yes
Sean Quinn		$458,500		43,050		30,158		25,123		$2,637,989		$2,711,969		5.9x		Yes

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

2. Number of qualifying PSUs for share ownership purposes, which number does not exceed number of Cameco common shares held. The qualifying PSUs are calculated assuming 80% achievement of target and are reduced to account for deducting an estimated 50% for taxes.

3. Number of RSUs for share ownership purposes are reduced to account for deducting an estimated 50% for taxes.

4. See Tim Gitzel’s profile on page 20 for the total number and value of the CEO’s shares and all PSUs, not just qualifying PSUs.

Alignment with our strategy and ESG performance

Our executive compensation program is directly aligned with the strategic plan, which includes ESG performance. Measures based on our corporate objectives form the basis of the compensable targets under the short-term incentive plan. Performance share units (PSUs) measure absolute and relative performance over a three-year period, with the actual payout determined by outcomes against targets based on our long-term strategic goals.

We establish corporate objectives to achieve our strategic plan, and these are approved by the board for our incentive plans every year (see our most recent MD&A, particularly the Our strategy section for more information about our strategy). We group our corporate objectives into our four measures of success:

· outstanding financial performance

· safe, healthy and rewarding workplace

· clean environment

· supportive communities.

Our four measures of success allow us to proactively address the financial, social and environmental aspects of our strategy and business. We believe that each is integral to our overall success and that together they will ensure our long-term sustainability.

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Compensation components

The chart below shows the current multi-year, strategic balance of components that make up total direct compensation for the named executives.

Stock options are no longer part of our long-term incentive mix. We stopped granting stock options in 2020 as disclosed in our 2020 management proxy circular. Previous awards were based on market competitiveness of the LTI package and other factors. Outstanding stock options have an eight-year term, with one-third vesting each year starting on the first anniversary of the grant (see Appendix C).

The following table is a summary of the components that make up total compensation.

Form	Performance period	How it is determined	Risk management features
Base salary	Fixed compensation that is competitive with the market
Cash	One year	Based on current business challenges, experience, scope of the role, market competitiveness, individual performance and internal equity.	Paid throughout the year and provides a base level certainty to named executives for fulfilling their responsibilities. Fixed pay represents 17-27% of target direct compensation for the named executives.
Short-term incentive (STI)	Variable, at-risk compensation that encourages achievement of pre-established corporate and individual performance objectives. Payout is subject to a clawback policy
Cash	One year	Focuses on specific annual objectives. Target payout based on market competitiveness and other factors. Actual payout based on corporate and individual performance.	Provides a balanced focus on short-term performance based on a pre-determined set of performance measures weighted and scored in our scorecard. Actual payout on all measures ranges from 0-200%. Targets and results are approved by the board. Targets are tested to determine the level of stretch. Using a balanced scorecard of different performance measures reduces the risk associated with emphasizing a single (or limited) performance measure.
Long-term incentive (LTI)	Variable, at-risk compensation that encourages achievement of longer-term performance and an opportunity to receive equity-based compensation aligned with shareholder interests. Payout is tied to Cameco share performance and is subject to a clawback policy
Performance share units (PSUs)	Three-year term, with vesting at the end of three years	Focuses on longer-term objectives. The number of PSUs granted is based on market competitiveness of the LTI package and other factors. Payout is based on our overall absolute and relative performance and Cameco’s	Provides a focus on long-term performance based on established targets for absolute and relative measures. Three-year vesting period supports long-term decision-making and management of the business. Vesting and payouts are capped.

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Form	Performance period	How it is determined	Risk management features
		share price when the units vest. Payment is made in Cameco shares purchased on the open market, or in cash.	Stretch targets are based on challenging goals
Restricted share units (RSUs)	Three-year term, with vesting at the end of three years	The number of RSUs granted is based on market competitiveness of the LTI package and other factors. The realized value is based on Cameco’s share price when the units vest. Payment is made in Cameco shares purchased on the open market, or in cash.	Provides a balanced incentive to take appropriate risks. Three-year vesting period supports retention and maintains longer-term focus for decision-making and management of the business.
Pension
Defined contribution pension plan and supplemental executive pension program (defined benefit)	Ongoing	Based on market competitiveness and legislative requirements.	Tax-efficient way to provide employment benefits. Provides security for employees and their families.
Group benefits
Group insurance, health and dental coverage and income protection	Ongoing	Based on market competitiveness.	Provides comprehensive insurances and benefits to employees and their families.

Base salary

We generally target base salaries at the median of the comparator group. We review base salaries every year and compare them to similar positions in the comparator group. Then we review our corporate performance, the individual’s performance, experience and scope of the role as well as internal equity to make sure any increases are fair and balanced. Salary adjustments, if any, for our named executives normally go into effect on January 1.

Short-term incentive (STI) plan

The STI plan gives executives the opportunity to earn a cash bonus based on their success in achieving pre-established corporate and individual performance targets for the year. The STI award is based on the executives’ targets as a percentage of their base salary and actual corporate and individual performance.

Individual executive targets are set at the median of those of our comparator group. The human resources and compensation committee sets the target STI for each executive based on position, internal equity and market competitiveness. The weighting of corporate and individual performance is the same for all executives, which promotes executive teamwork and closely aligns the interests of executives and shareholders. The annual cash bonus is based on performance for the year and paid in the following year after our year-end results are released.

The table below shows the current target levels and weightings used to establish the STI award.

Position	Target 2021 STI award (% of base salary)		Corporate performance weighting		Individual performance weighting
CEO		120%		80%		20%
Senior vice-presidents		65-80%		80%		20%

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Setting STI performance measures

The board uses an additive balanced scorecard approach, establishing measures and weightings for STI performance measures every year based on the committee’s recommendation. STI performance measures are aligned with the strategic plan, and include ESG performance.

STI performance measures undergo a rigorous review process – management brings them forward to the human resources and compensation and safety, health and environment committees where they are reviewed to ensure they appropriately support our strategic plan and are achievable with significant effort. Stress testing is done on different performance scenarios and back testing of previous performance and compensation decisions to make sure decisions and outcomes are appropriate. The human resources and compensation committee then recommends the corporate objectives to the board for approval.

Non-financial objectives are weighted 50% and emphasize our balanced scorecard approach as well as our commitment to integrating ESG measures into our executive compensation. In addition, the CEO and other named executives have specific ESG-related goals as part of their individual performance measures under the STI plan. These relate to safety, clean environment, and the company’s role in supporting communities where we operate.

Measuring corporate performance and determining the corporate performance multiplier

We assess corporate performance by how well we achieve the STI performance measures that reflect our four measures of success. Cameco must meet a minimum level of performance (threshold) for each measure or the payout for that measure is 0%. Achieving target performance produces a 100% payout on a measure. The maximum payout on any STI measure is 200%.   As part of the process in determining the corporate performance multiplier, the human resources and compensation committee consults with the safety, health and environment committee on our performance related to safety, health and the environment and related corporate results. The human resources and compensation committee then brings forward a recommendation to the board.   Driving strong annual corporate performance   Our STI plan focuses on Cameco’s four measures of success, driving strong financial, operational and ESG performance directly aligned with our strategic plan.

The board can use discretion to make adjustments so that the corporate performance multiplier appropriately reflects performance and discourages excessive risk-taking when there are significant external challenges or opportunities that were not contemplated or reasonably expected when the objectives were set under the plan. The STI plan pays out at a maximum of 200% of target if performance is exceptional. The board cannot use its discretion to exceed this cap. We disclose any use of discretion, together with the rationale and the circumstance.

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Measuring individual performance

The board assesses the CEO’s individual performance. It determines individual performance measures and weightings, using the annual corporate objectives and recommendations by the human resources and compensation committee, which are based on: ·   overall corporate performance ·   implementation of the CEO’s strategies to increase long-term value ·   achievement of the CEO’s individual performance objectives.

Driving strong individual performance Our STI plan integrates the individual performance of our named executives, focusing on strong leadership effectiveness, as a member of the executive team, their individual areas of responsibility and human capital management including employee health and wellbeing and inclusion and diversity.

The committee reviews feedback from all directors, reports from management and the CEO’s self-assessment, and consults with its compensation consultant before making its recommendation to the board.

The CEO assesses the individual performance of each senior vice-president and recommends to the committee the individual performance measures and weightings, using the annual corporate objectives, with consideration given to the executive’s influence in a given area. The CEO compares actual performance to the objectives and evaluates the leadership effectiveness of the executive. The CEO discusses the performance of the executives with the committee and its compensation consultant. The committee then makes its recommendations to the board. The board approves all decisions on executive compensation.

Individual performance has a maximum payout factor of 150%.

Determining the payout

The corporate performance multiplier and individual performance multiplier are used to calculate the annual

STI bonus based on the formula below.

Long-term incentive (LTI) program

Our LTI program provides executives and management employees the opportunity to receive equity-based compensation to drive longer-term performance. Both the committee and the board believe equity-based compensation is important for motivating employees to deliver strong longer-term performance, aligning their interests with those of our shareholders and providing pay that is competitive with the market. Vesting of awards depends on achievement of performance measures and performance and share price fluctuation impact the realized and realizable value of equity-based compensation, underscoring the strong link between pay and performance.   Generating shareholder value Our LTI program is designed to create value and align shareholder interests – with our PSU plan driving strong absolute and relative performance and our RSU plan focusing on strong share performance.

Our LTI program includes PSUs and RSUs, a mix that allows us to use different criteria for at-risk compensation. While PSUs and RSUs both have a three-year term, the value of PSUs is based on absolute and relative performance and share price, while the value of RSUs is based on share price. Both types of incentives focus management on the importance of future value and drive corporate performance over the longer term. We have not granted stock options under our LTI program since 2019.

The committee evaluates the mix of LTI awards every year, and considers market trends, the level of the position, internal equity and overall market competitiveness. The committee set the 2021 LTI target mix at 60% PSUs and 40% RSUs for all named executives.

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Position	LTI award (% of base salary)		Actual % of PSUs and   RSUs granted in 2021   (PSUs/RSUs)
President and CEO		365%		60/40
Senior Vice-President and Chief Financial Officer		250%		60/40
Senior Vice-President and Chief Operating Officer		225%		60/40
Senior Vice-President and Chief Corporate Officer		200%		60/40
Senior Vice-President, Chief Legal Officer and Corporate Secretary		200%		60/40

LTI components

Award	How it is used	Business focus	Who participates	Vesting	How it is settled	Alignment with shareholders
PSUs (page 75)	60% of target     LTI award	Performance criteria Directly linked to long-term, absolute and relative performance and share price	Vice-presidents and above	Three-year term with vesting at the end of three years	Cameco shares purchased on the market, or in cash	Motivates executives to create shareholder value that can be sustained over a longer period and to outperform on both an absolute and relative basis Non-dilutive
RSUs (page 77)	40% of target LTI award	Ties a portion of future compensation to the longer-term performance of our shares	Vice-presidents and above	Three-year term, with vesting at the end of three years	Cameco shares purchased on the open market, or in cash	Motivates executives to create shareholder value that can be sustained over a longer period Non-dilutive

LTI awards are granted every year on the first business day in March after we publicly disclose our results for the previous fiscal year. If we impose a trading blackout period that includes the first business day in March, we will make the awards on the next trading day after the blackout period has ended. The board can grant special LTI awards at other times during the year for promotions, new hires or to address specific business issues. PSUs and RSUs earn dividend equivalents in the form of additional units. The dividends vest in proportion to the underlying security and are paid out when the award is settled.

PSU plan

Each PSU granted under the PSU plan represents an opportunity for an executive to receive a Cameco common share purchased on the open market at the end of the three-year performance period (or the cash equivalent of those common shares, at the named executive’s election, once share ownership requirements have been met).

Setting PSU performance measures

PSUs are based on absolute and relative performance, so management maintains a balanced, longer-term focus on delivering value. The human resources and compensation committee reviews the PSU performance measures and multipliers every year and recommends them to the board for approval. The performance measures and multipliers are challenging and determined at the time PSUs are granted.

As disclosed in our 2020 management proxy circular, we eliminated TSR as one of the performance criteria for PSU awards starting in 2020. We are now using two equally weighted measures for absolute and relative performance to ensure that management maintains a balanced focus on delivering shareholder value over the long term.

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The table below shows the measures and weightings for our 2021 PSU awards, which have a 2021 to 2023 performance period.

Measure	Weighting	Description	What it measures
Average relative realized uranium price 0 to 150%	50%	Achieve an average realized price for uranium sales for a three-year period that exceeds the weighted average price for sales in two independent industry benchmarks for the same period: ●  EIA (US energy information administration) price for sales in the US ●  ESA (Euratom supply agency) price for sales in Europe. The payout at the end of the three-year period is based on 2020, 2021 and 2022 sales due to timing of when pricing information is available.	Measures performance relative to our competitors. Consistently achieving higher prices than our competitors is a stretch target because uranium is a fungible product, and we need to distinguish our uranium from our competitors to achieve a premium price. We use these pricing indicators because they are publicly available and set by independent third parties.
Operations measure 0 to 150% All-in sustaining cash cost (AISCC)1 and critical digital projects	50%	Achieve three-year cumulative cost reductions at the Saskatchewan tier-one operations and the Ontario fuel services operations, and complete critical operational digital projects over the three-year period from 2021 to 2023.	Measures absolute performance and ties directly to our strategic plan.
PERFORMANCE MULTIPLIER Maximum of 150%		The overall performance factor is the sum of the two equally weighted measures above.
INITIAL PSU AWARD		Notional units awarded at the beginning of the three-year performance period.
PSU PAYOUT		Payout amount is the initial number of PSUs granted, plus dividend equivalents, multiplied by the PSU performance multiplier, exchanged for the equivalent number of Cameco common shares or the cash equivalent of those common shares, after deducting applicable withholding taxes.

1. Cash outlay to sustain the operation of the site. It does not include growth capital or royalties. This information is prepared as part of each site’s annual three-year business and budget plan and is incorporated in the monthly financial report for each site.

Measuring performance and determining the performance multiplier

The formula below shows how the final number of PSUs are calculated when the units vest to arrive at a payout. The performance multiplier for each measure depends on our performance against that measure and is the sum of the two equally weighted measures.

We must achieve threshold performance on a measure in order to achieve the minimum performance multiplier of 50%. For performance between threshold and maximum, the performance multiplier for that measure is based on a straight-line interpolation. Performance is capped at 150% for maximum performance.

* Number of PSUs granted means the number granted plus the dividend equivalents earned during the performance period.

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RSU plan

RSUs align with our share price over a longer-term horizon and provide retention value, and are a common form of LTI in our comparator group. Each RSU represents one notional common share and the opportunity to receive a Cameco common share purchased on the open market at the end of the three-year vesting period based on our share price, or the cash equivalent of those common shares.

We started granting RSUs as part of the LTI mix in 2020. The board had previously granted RSUs from time to time to senior management, mainly as a targeted retention tool. RSUs are granted annually on March 1^st (or the first business/trading date following March 1^st) and vest three years from the grant date.

Pension

Pensions are an integral part of total compensation and a cost-effective and important benefit for attracting and retaining executives and other employees. Executives participate in a registered base plan and a supplemental program.

Registered base plan – We have a registered defined contribution plan for eligible employees. All of the named executives participate in our defined contribution plan. We contribute 13% of the named executive’s pensionable earnings to the defined contribution plan every two weeks up to the annual maximum allowed by the Canada Revenue Agency, which was $29,210 in 2021.

Supplemental program – This non-contributory supplemental defined benefit retirement plan is designed to attract and retain talented executives over the longer term. It provides a retirement income that is commensurate with the executive’s salary and offsets the registered pension plan limits under the Income Tax Act (Canada).

All of our Canadian-based management at the vice-president level and above participate in the supplemental retirement plan (see the Pension benefits section on page 98 for more information).

Benefits

Group benefits – We provide group benefits to all our employees. The named executives participate in an enhanced program and receive coverage similar to those offered by companies in our comparator group. These benefits include life insurance, long-term disability insurance, extended health care, dental care and emergency medical coverage.

Perquisites – Our named executives also receive additional benefits as part of their total compensation, similar to those offered by companies in our comparator group. These include a financial and tax planning allowance, a vehicle allowance, an executive medical plan, additional life insurance and salary protection in the event of short-term disability.

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2021 Performance and compensation decisions

2021 turned out to be another challenging year in a continuing pandemic. Despite this, Cameco executed on all strategic fronts: operational, marketing, and financial, and did so while prioritizing the health and safety of workers and people in the communities where we operate. Cameco was able to meet or exceed four of our six STI measures for corporate performance. Cameco’s performance was also strong on all three PSU measures that measured performance from 2019 through 2021.

Market context¹

Like other commodities, the demand for uranium is cyclical. However, unlike other commodities, uranium is not traded in meaningful quantities on a commodity exchange. The uranium market is principally based on bilaterally negotiated long-term contracts covering the annual run-rate requirements of nuclear power plants, with a small spot market to serve discretionary demand.

History demonstrates that in general, when prices are rising and high, uranium is perceived as scarce, and a lot of contracting activity takes place with proven and reliable suppliers. The higher prices discovered during this contracting cycle drive investment in higher-cost sources of production, which due to lengthy development timelines, tend to miss the contracting cycle and ramp up after demand has already been captured by proven producers. The new uncommitted supply exposed to the small, discretionary spot market becomes value destructive. The downward pressure on price creates the perception that uranium is abundant, potentially resulting in a failure of long-term price signals. When prices are declining and low, like we have seen over the past number of years, there is no perceived urgency to contract, and contracting activity and investment in new supply drops off. After years of low prices, and a lack of investment in supply, and as the uncommitted material available in the spot market begins to thin, as we are seeing currently, security-of-supply tends to overtake price concerns. Utilities re-enter the long-term contracting market to ensure they have a reliable future supply of uranium to run their reactors.

There have been three significant events that have changed sentiment in the market and impacted uranium prices in the past two decades.

The first was a supply event in 2006 when our Cigar Lake mine flooded, putting at risk 18 million pounds of future annual supply. The second event was a demand shock in 2010 as Chinese utilities entered the market in a sizeable way, signing long-term uranium contracts with multiple suppliers to fuel their growing nuclear fleet. The third change in sentiment occurred in March 2011, when the events at the Fukushima nuclear power plants in Japan halted and reversed the upward price trend. As Japan idled its reactor fleet and acceptance of nuclear energy declined in certain countries, the uranium market entered a period of fundamental over-supply.

¹ This discussion of market context contains forward-looking information and is based upon the assumptions and subject to the material risks described at pages 2 through 4 of our 2021 MD&A. Actual outcomes for future periods may be significantly different.

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Market demand

The demand gap left by forced and premature nuclear reactor shutdowns since March of 2011 was filled in 2018. According to the International Atomic Energy Agency there are currently 439 reactors operating globally and 52 reactors under construction. Several nations are appreciating the clean energy benefits of nuclear power. They have reaffirmed their commitment to it and are developing plans to support existing reactor units and are reviewing their policies to encourage more nuclear capacity. Several other non-nuclear countries have emerged as candidates for new nuclear capacity. In the EU, specific nuclear energy projects have been identified for inclusion under its sustainable financing taxonomy and therefore eligible for access to low-cost financing. Even in countries with phase-out policies, there is growing debate about the role of nuclear power, with public opinion polls showing growing support for it. The growth in demand is not just in the form of new builds, it is medium-term demand in the form of reactor life extensions, and it is near-term growth as early reactor retirements are prevented. And we are seeing momentum building for non-traditional commercial uses of nuclear power around the world such as development of small modular reactors and advanced reactors, with numerous companies and countries pursuing projects.

In 2021, the benefits of nuclear energy came clearly into focus with a durability that we believe has not previously been seen. This durability is being driven by the accountability for achieving the net-zero carbon targets being set by countries and companies around the world. There is increasing recognition that nuclear power, with its clean emissions profile, reliable and secure baseload characteristics and low, levelized cost has a key role to play in achieving decarbonization goals. This is leading to both traditional and non-traditional demand growth for nuclear power and resulting in increased demand for uranium.

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Uranium prices and supply

This increase in demand is occurring at a time when there is increasing uncertainty about uranium supply. The COVID-19 pandemic continued to disrupt global uranium production and introduced new risks including disruptions to global supply chains and rising costs for some products and services, adding to the supply curtailments that have occurred in the uranium industry for many years. The duration and extent of these disruptions are still not fully known. And, with the entrance of the Sprott Asset Management LP Physical Uranium Trust, additional significant demand for spot material has impacted uranium prices. The uranium spot price increased significantly following the initial purchase activity in August, reaching a nine-year high of about $50 (US) per pound. The average uranium spot price ended the year at $42.05 per pound (US), nearly 40% higher than the average uranium spot price at the end of 2020.

The volume of long-term contracting reported by UxC for 2021 was about 70 million pounds U₃O₈ equivalent, up from about 57 million pounds U₃O₈ equivalent in 2020. Higher volumes can be attributed in part to utilities turning their attention to securing their long-term needs, as demand from financial funds further thinned the spot market and eliminated the ability for utilities to rely on carry trade activity. Despite an increase in contracting in the long-term market, the volume of uranium executed under long-term contracts remained well below annual consumption levels, continuing the inventory destocking that was already underway in the industry and adding to the growing wedge of uncovered requirements that we believe will need to be filled at a time when the availability of sufficient supply is not guaranteed.

In the current environment, we believe the risk to uranium supply is greater than the risk to uranium demand and expect it will create a renewed focus on ensuring availability of long-term supply to fuel nuclear reactors. With the improvements in the market and the new long-term contracts we have put in place, it is time for us to proceed with the next phase of our supply discipline strategy, which also includes a planned supply reduction at Cigar Lake. Starting in 2024, we plan for our share of production to be about 45% below our productive capacity. In addition, at Inkai we will continue to follow the 20% reduction until the end of 2023 as announced by Kazatomprom. This will remain our production plan until we see further improvements in the uranium market and have made further progress in securing contracts for our unencumbered, in-ground inventory under long-term contracts, once again demonstrating that we are a responsible supplier of uranium fuel. Throughout, we will continue to focus on delivering our products responsibly and addressing the ESG risks and opportunities that we believe will make our business sustainable and will build long-term value.

At the end of 2021, our share price was up about 62% compared to the end of 2020. We believe this increase reflects the improvement in the uranium price during 2021, the improving long-term fundamentals for nuclear power, the recognition that the availability of future uranium supply to meet growing demand is uncertain, and the reallocation of capital that is creating opportunities for those companies who can assist with the transition to a low-carbon economy sustainably and profitably. Since 100% of our products go to producing clean, carbon-free electricity, we are a growing part of the solution to the clean-air and climate change crisis.

80    CAMECO CORPORATION

Share performance

The graph below compares Cameco’s TSR to the return of the S&P/TSX Composite Total Return Index over the past five years, assuming an initial $100 investment at the end of 2016 and reinvestment of dividends over the period.

The graph also compares our TSR to the total compensation of our named executives. The reported compensation reflects the named executives’ compensation from the summary compensation table in our previous management proxy circulars. Where there were changes in named executives, we used the officers in place at the end of the year. For the most part, executive compensation decreases as the TSR decreases and increases as the TSR increases.

See the lookback table in the CEO compensation summary section on page 89 for information about how the CEO’s realized and realizable compensation relates to shareholder return.

2022 MANAGEMENT PROXY CIRCULAR    81

2021 Compensation decisions

Base salary

Given the continued disruption and uncertainty due to the COVID-19 pandemic, at the CEO’s request, none of the named executives received a salary increase in 2021.

Short-term incentive (STI) results

Corporate performance was assessed at 101.3% for 2021, slightly above target and reflecting solid company performance. Despite the additional disruptions to our business in 2021, Cameco executed on all strategic fronts.

Outstanding financial performance

Adjusted net earnings were a loss of $76.4 million for 2021, which was between threshold and target, resulting in a payout of 51.7%. Adjusted net earnings was adjusted to reflect a different than budgeted treatment of additional dividends from JV Inkai LLP. We recorded cash flow from operations, before working capital changes, of $185.5 million. The result of $185.5 million is slightly below target, reflecting a payout of 93.5%.

Safe, healthy and rewarding workplace

Despite the disruption of the COVID-19 pandemic on Cameco’s operations, we continued to improve our safety performance in 2021, recording the best safety performance in our history and delivering record performance for the fourth year. Performance was strong on our leading indicator measures and TRIR, our lagging indicator measure, was at target.

Supportive communities

As part of our long-term strategy to work collaboratively with Indigenous Peoples and local communities wherever we operate, programs aimed at skill enhancement and training for Residents of Saskatchewan’s North (RSNs) continued to be a priority in 2021. As part of our strategic initiative to move to a digital culture, our focus for RSNs is to train qualified candidates for employment in the industry and in 2021 we identified three areas of focus for developing skill requirements. Through a collaborative effort within the organization, and with the assistance of external service providers, 15 courses were developed in digital readiness, industrial readiness and Cameco readiness. We had strong representation of women in course registration at 33%, and received external funding to share the development and delivery costs. These efforts resulted in maximum performance, laying a foundation for skills development and furthering our efforts to maintain both our strong Indigenous employment record and our important relationships with northern and Indigenous communities in Saskatchewan.

Clean environment

In 2021 Cameco substantially met all environmental performance targets which were focused on mitigating specific risks in each area of our operations and avoiding environmental incidents or environmental fines.

82    CAMECO CORPORATION

Detailed 2021 STI performance results and weightings are reported in the STI scorecard below. Threshold performance generates a 50% payout on that measure, while performance at target produces a 100% payout, and maximum performance provides a 200% payout. There is no payout if performance is below threshold. We have a 200% cap on payouts for maximum performance to mitigate excessive risk-taking.

2021 STI scorecard

Performance

Weighting

Multiplier

Measure

Threshold

Target

Maximum

Actual performance

OUTSTANDING FINANCIAL PERFORMANCE (50% weighting)

Achieve targeted adjusted net earnings.

($77)

($59)

$0

Adjusted net earnings were a loss of $76.4 million1, resulting in a payout of 51.7%.

51.7%

x

25% =

Achieve targeted cash flow from operations (before working capital changes) 2. ($ millions)

$135

$193

$266

Cash flow from operations (before working capital changes) was $185.5 million1.

93.5%

x

25% =

SAFE, HEALTHY AND REWARDING WORKPLACE (20% weighting)

If a fatality or permanent disability were to occur, the entire safety performance would default to 0%.

Leading indicators – complete corrective actions on time, increase the number of JTOs (job task observations) completed, and develop an ergonomic standard.

80.0%

95% to 105%

120.0%

The completion rate of job task observations was 102.5%, corrective actions were completed on time 91% of the time, and an ergonomic standard was completed, which was within target range performance.

100.0%

x

12% =

Lagging indicator – no injuries at any Cameco-operated sites and maintain a long-term downward trend in combined employee and contractor radiation doses, and injury frequency and severity (measured by TRIR3).

2.03

1.27 (.85 to 1.69 target range)

0.51

We achieved our target performance for safety with TRIR3 of 1.21, which was nearly 28% better than 2020. There were no significant safety incidents in 2021.

100.0%

x

8% =

2022 MANAGEMENT PROXY CIRCULAR    83

2021 STI scorecard
Measure	Threshold	Target	Maximum	Actual performance	Performance	Weighting	Multiplier
SUPPORTIVE COMMUNITIES (15% weighting)
Develop the skillset of RSNs for future operational needs in the digital landscape with threshold, target and maximum markers.	Identifying and developing training courses for RSNs in impact communities, assessing the investment required, and obtaining input and support from northern stakeholders	Implementing a minimum of 15 courses (total) spanning three areas of training – digital readiness, industrial readiness and Cameco readiness Developing and implementing a communication and outreach plan that includes prioritizing women RSN participation in training and obtaining input and support from northern stakeholders	In addition to achieving threshold items and 100% of target, securing external funding for partial offset of the cost of the training courses Providing each impacted community and related preferred northern contractors with a list of residents who have completed training courses	All requirements for maximum performance were met.	200.0%x	15% =
CLEAN ENVIRONMENT (15% weighting)
If an incident occurs that results in moderate or significant environmental impacts or current and future remediation costs of greater than or equal to $1 million or which has a reasonable potential to result in significant negative impact on the company’s reputation with our major stakeholders, the payout would default to 0%.
Improve environmental performance in significant environmental aspects by achieving divisional targets.	80%	95% to 105%	120%	Environmental performance was within the target performance range. There were no significant environmental incidents in 2021.	100.0%x	15% =
			2021 CORPORATE PERFORMANCE MULTIPLIER

1. We use adjusted net earnings and cash flow provided by operations (before working capital changes) as a more meaningful way to compare our financial performance from period to period. These measures do not have a standardized meaning or a consistent basis of calculation under IFRS, and they should not be considered in isolation or as a substitute for financial information prepared in accordance with IFRS. Other companies may calculate these measures differently. See Non-GAAP financial measures below for more information.

2. The 2021 cash flow target was set lower than our 2020 actual cash flow results, reflecting the ongoing challenges of the pandemic at all of our operations and taking into account the strategic initiatives implemented by the executive team to maintain long-term sustainable shareholder value.

3. The total recordable incident rate (TRIR) is an Occupational Safety and Health Administration (OSHA) safety metric that was adopted by the company to continue to drive improvements in safety performance. TRIR is a measure of the rate of “recordable” workplace injuries. Examples of “recordable injuries” are a medical treatment (other than first aid), restricted work, lost-time and other specific injuries such as 10 decibel hearing loss, loss of consciousness and broken bone.

Non-GAAP financial measures

The adjusted net earnings and cash flow provided by operations (before working capital changes) in the 2021 STI scorecard above are different than what are reported in the 2021 MD&A. For further details, see Non-IFRS Measures on page 33 of our 2021 MD&A, which section is incorporated by reference herein and as filed on our website (cameco.com) and on SEDAR (sedar.com). The following tables reconcile adjusted net earnings and

84    CAMECO CORPORATION

cash flow provided by operations as reported in the 2021 MD&A to the amounts used for compensation purposes.

December 31 (millions)
Adjusted net loss from page 34 of our 2021 MD&A	$	(97.6	)
Adjustments for:
Foreign exchange rate differences1		7.8
Different accounting treatment for JV Inkai dividends2		13.4
Adjusted net loss for compensation purposes	$	(76.4	)
Cash provided by operations from page 10 of our 2021 MD&A	$	458.0
Adjustments for:
Changes in working capital		(287.0	)
Foreign exchange rate differences1		14.5
Cash provided by operations for compensation purposes	$	185.5

1. For the purpose of compensation, assumptions are made regarding the impact of foreign exchange rates on our financial results. Differences between the actual and assumed exchange rates (net of tax) are adjusted from the actual results.

2. Dividends from JV Inkai in excess of our ownership share were included in income for compensation purposes, however actual accounting treatment of these dividends is a charge to the equity investment.

Individual performance results

CEO individual performance was assessed against the following core measures set for 2021, similar to those set in previous years:

Key operating results Strategic change initiatives Leadership effectiveness The committee can also add any other performance measures it deems appropriate

In developing its recommendation for the board, the committee assessed overall CEO performance using these measures as well as corporate performance, implementation of our strategy to achieve shareholder value, recommendations from the independent compensation consultant, feedback from board members and the CEO’s own self-assessment.

The board discussed the results of the CEO’s assessment and considered the committee’s recommendation during an in camera session without management present before approving the CEO’s 2021 STI award. The board’s decision to approve a payout to the CEO on individual performance that was above target was based on the CEO’s strong leadership, strategic initiatives and significant performance results achieved during 2021.

For each of the senior vice-presidents, the CEO provided a detailed assessment of their performance, particular achievements and leadership. The committee considered these assessments in light of the key operating results for 2021 and approved the CEO’s recommended performance assessments for each of the senior vice-presidents, including the named executives.

Individual performance assessments acknowledge the strong leadership of the executive team during another difficult year due to the challenges from the COVID-19 pandemic.

STI awards for all named executives are reported in the Summary compensation table on page 93.

PSU results

The PSU portion of the long-term incentive program is performance based. Corporate performance for the 2019 PSU awards (2019 to 2021 performance period), was assessed at 146.8% using the formula below.

* Number of PSUs granted means the number granted plus the dividend equivalents earned during the performance period.

2022 MANAGEMENT PROXY CIRCULAR    85

Cameco delivered above target performance on all three measures. The PSU scorecard that follows shows the PSU performance multipliers, as well as the threshold, target and maximum for each objective and our results against the three performance measures under the plan at the end of the performance period. Payout formulas have been established for each performance measure, taking into account different levels of threshold performance to determine the performance multiplier, and to cap payouts to eliminate excessive risk-taking.

2019 PSU scorecard
Measure	Threshold	Target	Maximum	Actual performance	Performance multiplier	Weighting
Average realized uranium price Achieve an average realized price for uranium sales for a three-year period that exceeds the weighted average price for sales in two industry benchmarks for the same period – the EIA price for sales in the US and the ESA price for sales in Europe. The 2019 grant is based on 2018, 2019 and 2020 sales due to timing of when pricing information is available.	80% of targeted price	100% of targeted price	At or above 120% of targeted price	Achieved an average realized price for uranium sales of $34.80 (US), which is greater than the target of the weighted average price for sales in two industry benchmarks for the same period.
	$27.48	$34.35	$41.22	$34.80 achievement	103.3%x	30% =
Operations measure
Achieve all-in sustaining cash cost of $746.5 million in the three-year period 2019 to 2021 from our Saskatchewan tier one operations and our Ontario fuel services operations. ($ millions) And complete a critical digital operational project.	$821.2 Two months late	$746.5 On time	$671.9 Two months early	Achieved all-in sustaining cash cost of $695.1 million from the identified operations for the three-year period 2019 to 2021. Target was not achieved on the digital operational project. This combined target was within target range performance.
	$821.2	$746.5	$671.9	$695.1 achievement for AISCC Below threshold for digital project achievement	119.2%x	30% =

86    CAMECO CORPORATION

2019 PSU scorecard
Measure	Threshold		Target	Maximum	Actual performance	Performance multiplier		Weighting
Three-year average total shareholder return (TSR) Achieve three-year average TSR that is the median of the three-year average TSR achieved by companies in the TSX 60 in effect at the time. We define TSR as the change in price of a Cameco common share, including reinvestment of dividends, on the TSX for the three-year period 2019 to 2021.		At the 25th percentile	At the 50th percentile	At or   above   the 75th   percentile	Three-year average TSR was at the 86th percentile of the TSX 60 for the three-year vesting period from 2019 to 2021.
		P25	P50	P75	P86 achievement		200% ×		40% =
PSU PERFORMANCE MULTIPLIER (sum of the three weighted multipliers)

The table below provides additional details for calculating the performance multipliers for the 2019 PSU awards.

Performance measures (and weighting)	Threshold performance	If we achieve:	Then the performance multiplier is:
Average realized uranium price (30%)	80% of our target of 100%	Less than 80% of the corresponding target price	0%
		80 to 120% of the corresponding target price	50 to 150% (in a straight-line interpolation)
		More than 120% of the corresponding target price	150%
Operations measure – All-in sustaining cash cost	$821.2 million over a three-year period (target is $746.5 million)	More than $821.2 million	0%
(30%)		$671.9 million to $821.2 million	50 to 150% (in a straight-line interpolation)
		Less than $671.9 million	150%
Operations measure – Critical digital operational project	Complete the critical digital operational target on time	Two months late	50%
		One month late	75%
		On time	100% (in a straight-line interpolation)
		One month early	125%
		Two months early	150%
Our three-year average TSR (40%)	25th percentile (target is the 50th percentile)	Below the 25th percentile of TSX 60	0%
		From the 25th to the 50th percentile	50 to 100% (in a straight-line interpolation with 100% at the 50th percentile)
		50th percentile	100%
		50th to 75th percentile	100 to 200% (in a straight-line interpolation)
		Higher than the 75th percentile	200%

2022 MANAGEMENT PROXY CIRCULAR    87

2019 PSU payouts

Payouts of the 2019 PSU awards include the initial number of PSUs granted in 2019, plus the dividend equivalents earned on those units over the three-year performance period, multiplied by the PSU performance multiplier of 146.8%.

The table below shows the calculation of the payout. Payouts were made to each named executive on or about March 1, 2022 based on $31.2667, the actual average purchase price of our common shares purchased on the TSX on or about March 1, 2022 on behalf of the named executives.

Name	2019 PSU award plus dividend equivalents (# of units1)			(Multiplier x Weighting)
				Average realized uranium price		Operations measure		Our three-year average TSR		Value of total 2019 PSU payout
Tim Gitzel		150,113									$6,887,847
Grant Isaac		56,698									$2,601,584
Brian Reilly		42,904	x	(103.3% x 30%	+	119.2% x 30%	+	200% x 40%)	=		$1,968,646
Alice Wong		36,666									$1,682,405
Sean Quinn		45,440									$2,084,980

1. Rounded to the nearest whole number. Actual payouts are calculated using the precise fractional number.

The 2018 PSU awards vested above target and the 2017 PSU awards vested below target, highlighting the at-risk nature of this LTI component and the link between pay and performance. The table below shows the payout levels of PSU awards for the last three years.

PSUs awarded in	Vested as a % of target	Paid out (in shares or cash),             after deducting withholding  taxes
2019	146.8%	March 2022
2018	143.6%	March 2021
2017	71.6%	March 2020

88    CAMECO CORPORATION

CEO compensation summary

Tim Gitzel,

President and CEO

Tim Gitzel is responsible for our overall leadership, vision, and strategic direction. This includes overall responsibility for operating our business while managing risk to create long-term sustainable value for our shareholders.

2021 Key results

● Provided strong, visible and transparent leadership during a challenging yearas the COVID-19 pandemic continued and when a wildfire surrounded the Cigar Lake operation – another unprecedented threat, requiring evacuation of site workers and support from provincial emergency response teams.

● Took proactive measures to protect the health and well-being of Cameco’s workers, their families and their communities and took deliberate actions to protect people and position the company for success post-pandemic and beyond.

● Executed on initiatives to preserve the value of Cameco’s assets and increase long-term value by continuing to invest in our supply discipline plan and advancing our digital program at McArthur River and Key Lake as well as other parts of the company.

● Maintained conservative financial management.

● Advanced our shift to a digital culture and delivered strong skills enhancement and training with RSNs, reinforcing our commitment to community and stakeholder relations and our position as a leading employer of Indigenous Peoples.

● Delivered the best safety performance in the company’s history and record safety performance for the fourth consecutive year.

● Advanced our interests in enrichment – the second largest value driver of the fuel cycle – by increasing our share in Global Laser Enrichment LLC (GLE) from 24% to 49%.

● Signed a number of non-binding arrangements to explore several areas of cooperation and future opportunities with small modular reactors in Canada and around the world.

● Produced our first ESG report that adopted the relevant ESG performance indicators issued by the Sustainability Accounting Standards Board (SASB) and took the first steps towards addressing the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD).

● Continued to support inclusion and diversity throughout Cameco.

CEO compensation

● Tim’s target short-term incentive award for 2021 was 120% of his base salary (based 80% on corporate performance and 20% on individual performance). Our corporate performance score of 101.3% of target combined with Tim’s strong individual performance resulted in a short-term incentive award that amounted to 133% of Tim’s base salary.

● Tim received a long-term incentive award at target (valued at 365% of his 2021 base salary).

● Both incentive awards are at-risk compensation – the long-term incentive award is based on performance and share price.

2022 MANAGEMENT PROXY CIRCULAR    89

Compensation  (as at December 31)	Three-year average		2021		2020		2019
Fixed
Base salary	$	1,060,900	$	1,060,900	$	1,060,900	$	1,060,900
At-risk compensation
Short-term incentive	$	1,506,667	$	1,414,000	$	1,400,000	$	1,706,000
Long-term incentive
PSUs	$	2,281,119	$	2,323,510	$	2,259,887	$	2,259,960
RSUs	$	1,018,357	$	1,548,674	$	1,506,398		–
Options	$	502,146		–		–	$	1,506,438
Total direct compensation	$	6,369,189	$	6,347,084	$	6,227,185	$	6,533,298

CEO realized and realizable pay

A significant portion of CEO compensation consists of long-term incentives which are designed to focus the CEO on Cameco’s long-term success. These incentives are directly affected by the performance of Cameco shares among other things. As president and CEO, Tim receives over 60% of his compensation on a deferred basis as long-term incentives. This is performance and equity-based, at-risk compensation.

The next table looks back at total direct CEO compensation during the last five years and compares it to the return on a shareholder’s investment. The analysis is based on the return of a $100 investment by a shareholder at the start of a period, and the reinvestment of dividends over the period, compared to $100 of total direct compensation for the CEO for each year. The chart illustrates Cameco’s strong track record of aligning CEO pay to Cameco’s performance.

	Total direct compensation		Realized pay1		Realizable pay2		Current value (realized pay + realizable pay)		Performance period			Value of $100
									From		To	CEO		Shareholder
2017		$ 5,955,525		$ 3,518,774		$ 5,596,360		$9,115,134		Dec 31, 2016	Dec 31, 2021		$ 153		$  207
2018		$ 6,447,516		$ 8,513,631		–		$8,513,631		Dec 31, 2017			$ 132		$  244
2019		$ 6,533,298		$ 9,654,747		$ 3,390,174		$13,044,921		Dec 31, 2018			$ 200		$  181
2020		$ 6,227,185		$ 2,460,900		$ 9,015,543		$11,476,443		Dec 31, 2019			$ 184		$  241
2021		$ 6,347,083		$ 2,474,900		$ 5,363,483		$7,838,383		Dec 31, 2020			$ 124		$  162

1. Includes salary, short-term incentive payout, PSU payout, if any, and value realized from exercised stock options, if any.

2. Includes realizable value of stock options that are in-the-money and, where applicable, the market value of unvested PSUs including earned dividend equivalents (assuming PSUs vest at target).

Lookback   The chart to the right shows the impact of at-risk pay and the effect that performance and share price have on realized and realizable pay. We show Tim’s five-year average total direct compensation as set out above, compared to his average realized and realizable pay, also as set out in the above table. Realizable pay continues to be at risk.

90    CAMECO CORPORATION

Share ownership

Tim exceeds his share ownership requirement. He is required to own 4x his base salary in Cameco shares to align with shareholder interests, and the value of his shares and qualifying PSUs is more than 15x his base salary.

The table below shows Tim’s share ownership as of December 31, 2021. The value of share ownership is based on the year-end closing price of Cameco common shares on the TSX of $27.58 or the acquisition price (grant date value) of his shares or PSUs, whichever is higher. For additional details about share ownership see Share ownership requirements on page 69.

Base  salary

Multiple

Target value of share

Cameco shares

Qualifying PSUs and RSUs

Market value of share ownership (shares, RSUs and qualifying PSUs)

required

ownership

Number held

Value

Number held

Value

$1,060,900

4 x

$4,243,600

370,035

$10,205,565

229,395

$6,326,714

$16,532,279

2022 MANAGEMENT PROXY CIRCULAR    91

2022 Compensation decisions

Base salary

After careful consideration of external market projections and pressures and comparison of Cameco’s base salaries to that of our peers, the board approved a base salary increase of 3% for each named executive for 2022.

Short-term incentive (STI)

The STI plan will continue to use a balanced scorecard approach that supports Cameco’s four measures of success. The plan emphasizes strong financial performance with 50% of the STI based on achievement of financial results and 50% based on achievement of ESG targets.

For 2022, measures under Clean Environment will include two new components – one related to transition to carbon reduction and one related to water remediation.

Long-term incentive (LTI)

LTI awards granted to executives in early 2022 were benchmarked at the median of the comparator group and were calculated as a percentage of base salary (see page 75 for details by position).

2022 LTI awards consisted of 60% PSUs and 40% RSUs and were granted to the named executives on March 1, 2022 as follows:

· PSUs vest at the end of a three-year period based on our performance against the following criteria: our average realized uranium price relative to industry benchmarks (50%) and an operational target that includes all-in sustaining cash costs and the completion of our critical digital projects (50%)

· RSUs vest at the end of a three-year period.

Name	PSUs (60%)						RSUs (40%)
	Number granted1		Grant value1		Performance period end date		Number granted		Grant value2		Vesting date
Tim Gitzel		76,750		$2,392,298		12/31/2024		51,200		$1,595,904		03/01/2025
Grant Isaac		29,050		$905,489		12/31/2024		19,400		$604,698		03/01/2025
Brian Reilly		22,400		$698,208		12/31/2024		14,950		$465,992		03/01/2025
Alice Wong		18,800		$585,996		12/31/2024		12,550		$391,184		03/01/2025
Sean Quinn		18,200		$567,294		12/31/2024		12,100		$377,157		03/01/2025

1. PSUs granted

The number of PSUs reflects 100% of the original number of PSUs granted and has not been adjusted to reflect performance. PSUs accumulate dividends during the vesting period. The actual number of PSUs earned can vary from 0 to 150% of the original number granted based on corporate performance.

2. Value of PSUs and RSUs granted

The values represent the number of PSUs and RSUs granted to each named executive, multiplied by $31.17, the closing price of Cameco shares on the TSX on the trading day immediately before the award.

Complete details will be provided in our 2023 management proxy circular.

92    CAMECO CORPORATION

2021 Compensation details

Summary compensation table

The table below shows the compensation awarded to the named executives in 2021 and the previous two years.

Name and   principal position	Year		Salary1		Share- based awards2		Option based awards3		Annual incentive plans4		Pension value5		All other compensation6		Total   compensation
Tim Gitzel President and Chief Executive Officer		2021 2020 2019		$1,060,900 $1,060,900 $1,060,900		$3,872,184 $3,766,285 $2,259,960		– – $1,506,438		$1,414,000 $1,400,000 $1,706,000		$331,000 $315,000 $491,500		– – –		$6,678,084 $6,542,185 $7,024,798
Grant Isaac Senior Vice-President and Chief Financial Officer		2021 2020 2019		$586,400 $586,400 $569,300		$1,465,799 $1,465,763 $853,593		– – $569,427		$516,000 $511,000 $606,000		$215,500 $297,900 $247,500		– – –		$2,783,699 $2,861,063 $2,845,820
Brian Reilly Senior Vice-President and Chief Operating Officer		2021 2020 2019		$502,400 $502,400 $478,500		$1,130,303 $1,103,234 $645,921		– – $430,763		$413,000 $409,000 $476,000		$205,900 $311,200 $311,000		– – –		$2,251,603 $2,325,834 $2,342,184
Alice Wong Senior Vice-President and Chief Corporate Officer		2021 2020 2019		$474,100 $474,100 $460,300		$948,575 $947,957 $552,011		– – $368,131		$339,000 $336,000 $398,000		$19,600 $216,800 $218,700		– – –		$1,781,275 $1,974,857 $1,997,142
Sean Quinn Senior Vice-President Chief Legal Officer and Corporate Secretary		2021 2020 2019		$458,500 $458,500 $445,100		$916,624 $917,190 $684,096		– – $456,198		$327,000 $324,000 $384,000		$59,100 $218,800 $215,000		– – –		$1,761,224 $1,918,490 $2,184,394

1. Base salary

Each amount reflects actual pay for the year. The CEO did not receive a salary increase since 2019 and none of the named executives received salary increases in 2021.

2. Share-based awards

The 2020 and 2021 amounts reflect the grant date value of both the number PSUs and RSUs awarded with 60% allotted to PSUs and 40% allotted to RSUs (exact values for each were disclosed in previous proxy circulars).

The 2019 amounts reflect the grant date value of the number of PSUs granted, as set out in the table below, using the closing price of Cameco shares on the TSX on the day before the grant. The number of PSUs that the named executives will actually earn can vary from 0 to 150% of the PSUs granted (plus earned dividend equivalents), depending on performance. The grant date value of Sean Quinn’s 2019 PSUs was increased by $150,000 to recognize his significant leadership role in Cameco’s legal dispute with the CRA.

PSUs	March 1, 2021	March 2, 2020	March 1, 2019
Tim Gitzel Grant Isaac Brian Reilly Alice Wong Sean Quinn	116,350 44,050 33,950 28,500 27,550	194,650 75,750 58,400 49,000 47,400	148,000   55,900   42,300   36,150   44,800
Grant value	$19.97	$11.61	$15.27

For purposes of financial statement disclosure, the PSUs were valued at $20.25 per unit for 2021, $11.45 per unit for 2020, and $15.33 per unit for 2019, using a Monte Carlo pricing model and the key assumptions set out in the table below. This model is considered the most appropriate way to value a plan with a relative market condition like total shareholder return. The total fair value of the PSUs is amortized into income over their three-year vesting period and the weighted average of the expected retirement dates of the named executives, whichever is lower. The non-market criteria relating to realized selling prices and all-in sustaining cash costs measures have been incorporated into the valuation at grant date by reviewing prior history and corporate budgets.

	Expected dividend ($)		Expected volatility (%)		Risk-free rate (%)		Expected life (years)		Expected   forfeitures (%)
March 2021 March 2020 March 2019		– – –		– – 37.8		– – 1.8		3.0 3.0 3.0		10.0   12.0   12.0

The table below shows the difference between the grant date value for compensation purposes and the grant date fair value used for purposes of financial statement disclosure.

Award date	Grant date value for compensation purposes ($)		Grant date fair value for financial statement disclosure ($)		Difference per unit ($)
March 1, 2021 March 2, 2020 March 1, 2019		19.97 11.61 15.27		20.25 11.45 15.33		(0.28)   0.16   (0.06)

2022 MANAGEMENT PROXY CIRCULAR    93

We have awarded the following RSUs to the named executives.

RSUs	March 1, 2021	March 2, 2020
Tim Gitzel Grant Isaac Brian Reilly Alice Wong Sean Quinn	77,550 29,350 22,650 19,000 18,350	129,750   50,500   38,950   32,650   31,600
Grant date value (per unit)	$19.97	$11.61

For purposes of financial statement disclosure, the RSUs were valued at $20.25 per unit for 2021 and $11.45 per unit for 2020, using the closing price of Cameco shares on the TSX on March 1, 2021 and March 2, 2020, respectively.

3. Option-based awards

These amounts reflect the grant date value of the actual number of options originally granted using the Black-Scholes option-pricing model and key assumptions determined by the compensation consultants and listed below.

The table below shows the number of options granted to the named executives over the last three years and the corresponding grant date valuations. No options were granted in 2020 and 2021. The grant date value of Sean Quinn’s 2019 option award was increased by $100,000 to recognize his significant leadership role in Cameco’s legal dispute with the CRA.

Stock options	March 1, 2021		March 2, 2020		March 1, 2019
Tim Gitzel Grant Isaac Brian Reilly Alice Wong Sean Quinn		– – – – –		– – – – –		275,400  104,100  78,750  67,300  83,400
Grant date valuation (per option)		–		–		$5.47

The human resources and compensation committee reviewed estimates of the value of the options on the grant dates that were prepared by Mercer (March 2019). It then recommended to the board the number of options to grant, which the board approved. The Black-Scholes option-pricing model and the following key assumptions were used:

	Dividend yield (%)		Volatility (%)		Risk-free rate (%)		Expected life (years)		Exercise price ($)
March 2019		0.60		38.3		1.9		5.5		15.27

As this approach may not be identical to that used by other companies and is sensitive to the assumptions used, the figures may not be directly comparable across companies, however a consistent approach has been used for compensation valuation purposes. The expected life assumption is based on Mercer’s calculation of the expected life of Cameco options and options issued by companies in the comparator group in effect at the time. They calculate the expected life by adding the actual term (eight years) to the vesting period (three years) and dividing in half.

For purposes of financial statement disclosure, options granted on March 1, 2019 were valued at $4.92. For purposes of financial statement disclosure, the options were amortized over their three-year vesting period or the weighted average of the years to expected retirement of the named executives, whichever was lower. We used the Black-Scholes option-pricing model and the following key assumptions:

	Dividend yield (%)		Volatility (%)		Risk-free rate (%)		Expected life (years)		Exercise price ($)
March 2019		0.52		35.9		1.8		4.9		15.27

These accounting value assumptions are different from the compensation value assumptions in the calculations above. The human resources and compensation committee uses the compensation valuation method and assumptions used in valuing compensation of companies in the comparator group to allow for a better comparison with market comparators.

The accounting value assumptions are based on our own internal research and past experience of how employees exercise their options.

The table below shows the difference between the grant date value for compensation purposes and the accounting value assumptions used for purposes of financial statement disclosure.

Award date	Grant date value for compensation purposes ($)		Grant date fair value for         financial statement disclosure ($)		Difference per unit ($)
March 1, 2019		5.47		4.92		0.55

4. Annual incentive plans

These amounts were earned in the fiscal year shown and were paid in the following fiscal year.

5. Pension value

The amounts for the named executives include company contributions under the registered defined contribution pension plan as applicable, plus the present value of the projected pension earned in each year for service credited under the supplemental executive pension program. The amount for each named executive is the Compensatory change reported in the table for Executive pension value disclosure on page 99.

6. All other compensation

This amount does not include perquisites and other personal benefits because they total less than $50,000 and less than 10% of the annual salary for each of the named executives. Perquisites and benefits are valued at the cost to Cameco and include commissions to buy shares with PSU payouts, premiums on incremental life insurance and long-term disability, a financial and tax planning allowance, an executive medical plan and a vehicle allowance.

94    CAMECO CORPORATION

Incentive plan awards

The table below shows the total unexercised option and share awards granted to the named executives as of December 31, 2021.

Name

Grant date

Option-based awards

Share-based awards

Number of securities underlying unexercised options

Option exercise price

Option expiry date

Value of unexercised in-the-money options

Number of shares or units of shares that have not vested

Market or payout value of share-based awards that have not vested1

Market or payout value of vested share-based awards not paid out or distributed

Tim Gitzel  Total

03/03/2014 03/02/2015 03/01/2016 03/01/2017 03/01/2019 03/02/2020 03/01/2021

155,200 284,500 404,300 434,500 275,400 – – 1,553,900

$26.81 $19.30 $16.38 $14.70 $15.27 – –

03/02/2022 03/01/2023 02/29/2024 02/28/2025 02/28/2027 – –

$119,504 $2,355,660 $4,528,160 $5,596,360 $3,390,174 $15,989,858

326,887 194,470 521,357

– 3,605,947 2,145,117 $5,751,064

$6,887,847 $6,887,847

Grant Isaac  Total

03/03/2014 03/02/2015 03/01/2016 03/01/2019 03/02/2020 03/01/2021

51,700 85,200 152,800 104,100 – – 393,800

$26.81 $19.30 $16.38 $15.27 – –

03/02/2022 03/01/2023 02/29/2024 02/28/2027 – –

$39,809 $705,456 $1,711,360 $1,281,471 $3,738,096

127,218 73,615 200,833

– 1,403,463 811,845 $2,215,308

$2,601,584 $2,601,584

Brian Reilly  Total

03/03/2014 03/01/2019 03/02/2020 03/01/2021

11,095 78,750 – – 89,845

$26.81 $15.27 – –

03/02/2022 02/28/2027 – –

$8,543 $969,413 $977,956

98,097 56,766 154,863

– 1,082,487 626,507 $1,708,994

$1,968,646 $1,968,646

Alice Wong  Total

03/03/2014 03/02/2015 03/01/2016 03/01/2017 03/01/2019 03/02/2020 03/01/2021

17,250 56,800 98,800 56,200 67,300 – – 296,350

$26.81 $19.30 $16.38 $14.70 $15.27 – –

03/02/2022 03/01/2023 02/29/2024 02/28/2025 02/28/2027 – –

$13,283 $470,304 $1,106,560 $723,856 $828,463 $3,142,466

82,276 47,640 129,916

– 907,382 525,564 $1,432,946

$1,682,405 $1,682,405

Sean Quinn  Total

03/01/2016 03/01/2017 03/01/2019 03/02/2020 03/01/2021

95,550 102,700 83,400 – – 281,650

$16.38 $14.70 $15.27 – –

02/29/2024 02/28/2025 02/28/2027 – –

$1,070,160 $1,322,776 $1,026,654 $3,419,590

79,605 46,035 125,640

– 878,202 507,582 $1,385,784

$2,084,980 $2,084,980

1. The PSU awards are subject to performance conditions and valued at the minimum possible payout of zero. The 2020 and 2021 RSU awards are not subject to performance conditions, so they are valued at $27.58, the closing price of Cameco shares on the TSX on December 31, 2021.

2022 MANAGEMENT PROXY CIRCULAR    95

The next table shows:

· Option-based awards – value vested during the year is the total value of the named executive’s options when they vested in 2021.

· Share-based awards – value vested during the year are share-based awards that vested at the end of 2021 and were paid out in 2022.

· Non-equity incentive plan compensation – value earned during the year is the short-term incentive award earned in 2021 and paid in 2022.

Name	Value vested during the year				Non-equity incentive plan compensation –
	Option-based awards1		Share-based awards2		Value earned during the year3
Tim Gitzel		$1,863,791		$6,887,847		$1,414,000
Grant Isaac		$704,293		$2,601,584		$516,000
Brian Reilly		$514,269		$1,968,646		$413,000
Alice Wong		$455,521		$1,682,405		$339,000
Sean Quinn		$470,944		$2,084,980		$327,000

1. Option-based awards

The amounts reflect the pre-tax value that the executives would have realized if they had exercised their options that vested in 2021, on the date they vested. Options that had a positive value at the time of vesting are included in the calculation of these figures.

2. Share-based awards

The amounts are the values of the PSUs that were granted in 2019, vested at December 31, 2021 and paid out to the named executives on or about March 1, 2022 at $31.2667 (the actual average purchase price of our common shares purchased on the TSX on behalf of the named executives on that date). The compensation value we previously disclosed for these PSUs was based on the target number of PSUs multiplied by the share value on grant date. The named executives realized 301% of the grant date value of the PSUs that were granted as part of their total compensation for 2019.

3. Non-equity incentive plan compensation

The amounts are the STI payments for 2021 that were paid in 2022.

Options exercised and value realized during the year

The table below shows the number of stock options exercised in 2021 for each named executive and the total value realized when the options were exercised.

Name	Total stock options exercised		Total value realized
Tim Gitzel		157,517		$1,470,941
Grant Isaac		342,750		$1,820,828
Brian Reilly		198,142		$1,192,299
Alice Wong		182,750		$1,499,976
Sean Quinn		179,317		$1,394,659

Brian Reilly used net proceeds from his stock option exercises to purchase 6,385 Cameco shares, increasing his share ownership value at year-end by approximately $176,000. Alice Wong used net proceeds from her exercise of stock options to purchase 4,785 Cameco shares, increasing her share ownership value at year-end by approximately $131,000.

96    CAMECO CORPORATION

Equity compensation plan information

Securities authorized for issue under equity compensation plans

(authorized for issue from treasury under our compensation plans at the end of 2021)

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)		Weighted-average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issue under equity compensation plans (excluding securities reflected in column a) (c)
Equity compensation plans approved by security holders		3,458,001	$	16.72		9,422,375
Equity compensation plans not approved by security holders		–		–		–
Total		3,458,001	$	16.72		9,422,375

Of the 3,458,001 options outstanding at December 31, 2021, 3,162,415 were exercisable and 295,586 were not. The total number of Cameco shares that can be issued under the option plan and other compensation arrangements must be less than 43,017,198 (10.9% of our total and outstanding common shares as of March 11, 2022). We stopped granting stock option awards in 2020 (see Schedule C).

Burn rate

The table below shows the burn rate for the last three years calculated in accordance with TSX listing rules based on the weighted-average number of shares outstanding in each year.

As of December 31	2021		2020		2019
Number of options issued		–		–		886,740
Weighted average number of shares outstanding		397,630,947		395,829,380		395,796,677
Burn rate		0.00%		0.00%		0.22%

Additional plan details

At the time of any stock option grants, the exercise price of an option is fixed as the TSX closing price of Cameco common shares on the trading day immediately before the date of the grant.

If an option holder leaves the company, any unvested options will vest during a specific period of time depending on the reason for leaving. Vested options can be exercised during the same period. See the Termination and change of control section starting on page 101 for details.

No more than 10% of our total issued and outstanding shares can be issued to insiders in a year under the stock option plan and any other security-based compensation arrangement. No more than 5% of our total issued and outstanding shares can be issued to any one person. Options cannot be transferred to another person (other than by will or intestate succession).

Information about changes to the stock option plan that must be approved by shareholders are set out in Appendix C. Neither the board, the human resources and compensation committee nor shareholders can alter or affect the rights of an option holder in a negative way without their consent, except as described in the plan. No changes were made to the stock option plan in 2021.

The board can change, suspend or terminate the stock option plan, subject to the laws that apply, including but not limited to the rules, regulations and policies of any stock exchange where our shares are listed. Some changes may require approval from shareholders or a governmental or regulatory body.

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The next two tables provide additional details about the stock option plan at the end of 2021 and as of March 11, 2022.

	As of December 31, 2021
Number of options available for issue under the option plan and other compensation arrangements		3,458,001
Number of options issued in 2021 under the option plan and other compensation arrangements		–

	As of December 31, 2021		As of March 11, 2022
Number (%) of our shares issued and outstanding to be issued when outstanding options under the option plan are exercised		3,458,001 (0.87%)		3,140,411 (0.79%)
Number (%) of our issued and outstanding shares still available for issue under the option plan		9,422,375 (2.37%)		9,424,850 (2.37%)
Total dilution rate		3.24%		3.16%

The table below shows other activity in the option plan since it was introduced in 1992:

Maximum initial share reserve (August 15, 1995)	31,460,418
Increase in the reserve (June 12, 2006)	11,556,780
Total shares issued under the plan (as at business open on March 11, 2022)	30,451,937
Total shares issued under the plan / total shares issued and outstanding (as at business open on March 11, 2022)	7.6%
Total shares issued and outstanding (as at the opening of business on March 11, 2022)	398,374,380

Pension benefits

Defined contribution plan

All regular, full-time and part-time employees (including all of the named executives) participate in our registered defined contribution plan as of December 31, 2021.

Under the Income Tax Act (Canada), the plan had a contribution limit of $29,210 in 2021. This works out to a threshold salary of approximately $224,692, based on the contribution rate of 13% which has been the rate as of April 1, 2019.

Supplemental executive pension program

The supplemental executive pension program is aimed at attracting and retaining talented executives. It provides a lump sum retirement benefit that is consistent with the executive’s salary and offsets the limits of registered pension plans under the Income Tax Act (Canada).

All Canadian-based management at the vice-president level and above participate in the program. It had 18 active members as at December 31, 2021, with one inactive member, 18 retirees and spouses of deceased retirees who were receiving a pension and one former member with a deferred entitlement. This includes certain officers of wholly-owned subsidiaries who were previously eligible to participate in the program.

The supplemental benefit is calculated as follows:

98    CAMECO CORPORATION

The supplemental benefit is based on actual years of service from the participant’s date of hire up to the date of termination, or until the end of the notice period for termination without cause. It is calculated on base salary and, unlike other companies, does not include bonuses as part of the pensionable earnings. The supplemental program does not allow past service credits or any kind of accelerated service. Full benefits are paid at the normal retirement age of 65, but are also payable starting at 60 years of age if the person has 20 years of service.

Except for benefits for participants who are US taxpayers, the program is funded in part by trust assets and the remainder by a letter of credit held by the program’s trustees. The liability is approximately $63,500,000 ($34,172,000 for the named executives) as of December 31, 2021. The face amount of the letter of credit will be determined each year based on the wind-up liabilities of the supplemental program (excluding benefits for US taxpayers), less any trust assets. The face amount of the letter of credit for 2021 was $59,500,000. The trustee would be able to draw on the letter of credit to pay benefits to members following specified trigger events. Benefits will continue to be paid from the trust assets until the fund is exhausted, at which time Cameco will begin paying benefits from corporate assets.

Early retirement

Under our registered defined contribution plan, members can transfer their account balance or begin receiving a benefit any time after termination of employment, so early retirement does not apply. All named executives are members of this plan.

Under our supplemental program, the named executives can take early retirement starting at age 55, however, the benefit formula will be reduced by 0.25% for each month before the defined age (age 60 with at least 20 years of continuous employment or age 65, whichever is earlier).

Executive pension value disclosure

The table below shows the estimated pension service costs for the supplemental program and Cameco’s contribution to the defined contribution plan as the compensatory change. It also shows the accrued pension obligations payable under our pension plans for each named executive.

Name	Number of years of credited service		Annual benefits payable1			Pension obligation at start of year2,3		Compensatory change3		Non- compensatory change4		Pension   obligation at   year end5
				At year end	At age 65
Tim Gitzel		14.98		$476,700	$645,400		$8,643,300		$331,000		$114,800		$9,089,100
Grant Isaac		12.47		$217,200	$478,500		$4,226,100		$215,500		$(42,700)		$4,398,900
Brian Reilly		11.00		$163,100	$235,800		$2,822,500		$205,900		$98,000		$3,127,200
Alice Wong		34.93		$430,400	$475,500		$8,668,100		$19,600		$170,800		$8,858,500
Sean Quinn		28.25		$361,600	$406,600		$7,134,700		$59,100		$184,600		$7,378,400

1. Annual benefits payable

The value of the annual benefits accrued for all named executives reflects benefits under the supplemental executive pension program, and do not take into account any early retirement reductions or vesting requirements.

The amounts under At age 65 are based on current compensation levels and assume accrued years of service to age 65 for each of the named executives. Under our supplemental executive pension program, the named executives are eligible to retire at age 55, which would reduce the pension benefits they are entitled to receive.

Annual benefits payable at year end and At age 65 are based on final average earnings as at December 31, 2021.

2. Pension obligation at start of year is based on December 31, 2020 accounting assumptions.

3. Pension obligation at start of year and the Compensatory change are estimated totals that include our registered defined contribution pension plan and supplemental executive pension program. They are based on assumptions representing entitlements in employment agreements that may change over time. The methods we used to determine these estimates may not be exactly the same as methods other companies use, so the figures may not be directly comparable.

We used the following key assumptions to estimate these benefit obligations:

• 100% vesting

• a retirement age of 63 or one year after the valuation date if 63 years of age or older. The assumed retirement age of 63 is management’s best estimate for determining the accrued benefit obligation as at December 31, 2020, as reported in our financial statements

• salary increases of 3.0% each year

• a discount rate of 2.5% and a lump sum conversion rate of 2.5% each year to determine the benefit obligation

• a long-term rate of return on defined contribution plan assets of 6.0%

• benefits are pre-tax.

See note 25 to our audited 2021 financial statements (in our 2021 annual report and also on our website) for more information about our pension plans.

Compensatory change is the value of the projected pension earned from January 1, 2021 to December 31, 2021 for our registered defined contribution pension plan and supplemental executive pension program.

4. Non-compensatory change includes changes such as changes in assumptions (other than those used to estimate the compensatory change), employee contributions and interest on the accrued obligation at the start of the year.

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5. Pension obligation at year end is the value of the named executive’s projected pension earned for service up to December 31, 2021 under our registered defined contribution pension plan and supplemental executive pension program. It is based on December 31, 2021 accounting assumptions and includes RRSP balances included in the base plan, if any.

We used the following key assumptions to estimate these benefit obligations:

• 100% vesting

• a retirement age of 63 or one year after the valuation date if 63 years of age or older. The assumed retirement age of 63 is management’s best estimate for determining the accrued benefit obligation as at December 31, 2021, as reported in our financial statements

• salary increases of 3.0% each year

• a discount rate of 3.0% and a lump sum conversion rate of 2.5% each year to determine the benefit obligation

• a long-term rate of return on defined contribution plan assets of 6.0%

• benefits are pre-tax.

The pension amounts for all of the named executives equal the value of their accumulated contributions under the registered defined contribution pension plan, supplemented by amounts based on final average earnings and service under the supplemental executive pension program (a defined benefit plan).

Loans to executives

As of March 11, 2022, we and our subsidiaries had no loans outstanding to our current or former named executives, except routine indebtedness as defined under Canadian securities laws.

100    CAMECO CORPORATION

Termination and change of control

We have employment agreements with the named executives. They are for an indefinite period and provide for:

· a base salary

· participation in the short-term incentive plan

· participation in the long-term incentive plans

· participation in the employee defined contribution pension plan and the supplemental executive pension program.

The agreements also include post-termination obligations requiring that the named executives do not:

· use or disclose specialized knowledge, contracts and connections obtained while at Cameco

· compete against us in any way for 12 months after leaving the organization

· solicit any of our customers, suppliers or employees or harm our relationships with any of them for 12 months (18 months for the CEO) after leaving the organization.

The summary on page 103 shows the incremental compensation that would be paid to the named executives if their employment had been terminated without cause on December 31, 2021, including following a change of control. If Tim Gitzel, Brian Reilly, Alice Wong or Sean Quinn had resigned, it would have been treated as retirement because they are eligible to retire. None of the named executives receive any incremental benefits if there is a change of control but no termination of employment.

CEO

Tim Gitzel’s employment agreement provides for:

· a requirement to hold four times his base salary in Cameco shares, RSUs and qualifying PSUs

· a notice period for the lesser of two years or until the age of 65, if he is terminated without cause

· a $7,000 annual allowance for tax advice ($14,000 in his retirement year)

· a requirement to give a minimum notice of six months for resignation or retirement

· accelerated vesting of certain equity awards if the CEO’s employment is terminated within 24 months following a change of control (see the summary below for details on compensation upon termination).

Other named executives

The employment agreements for the other named executives provide for:

· a requirement to hold two times their base salary in Cameco shares, RSUs and qualifying PSUs by December 31 of the fifth year in their current positions

· a notice period for the lesser of 18 months or until the age of 65, if they are terminated without cause

· a $5,000 annual allowance for tax advice ($10,000 in their retirement year)

· a requirement to give a minimum notice of three months for resignation or retirement

· accelerated vesting of certain equity awards if employment is terminated within 24 months following a change of control (see the summary below for details on compensation upon termination).

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The table below is a summary of the compensation that would be paid to the named executives if their employment is terminated. We believe the following terms are fair, competitive with the market and based on industry practice.

Type of termination	Severance	STI bonus	Options	PSUs	RSUs	Benefits	Pension
Retirement1	· none	· none, unless the executive retires on or near the last day of the year	· three years to vest · must be exercised within three years or the original term, whichever is earlier	· performance is measured to the end of the year of retirement · awards are pro-rated to completed months of service	· awards are pro-rated to completed months of service	· post-retirement benefits continue until age 65 · once the executive turns 65, life insurance, health and dental benefits are reduced and are provided until death	· credited service no longer earned
Resignation2	· executive must give three months’ notice, except for CEO who must give six months’ notice · if we waive the notice, we must pay their base salary for the three- or six-month notice period	· none	· vesting continues for 90 days · must be exercised within 90 days or the original term, whichever is earlier	· all outstanding PSUs are cancelled	· all outstanding RSUs are cancelled	· none	· credited service no longer earned
Termination without cause3	· lump sum equal to base salary and target bonus for the notice period	· none, unless committee exercises discretion, usually when executive has worked most of the year	· options continue to vest for the notice period · must be exercised within the notice period or by the original expiry date, whichever is earlier	· performance is measured to the end of the year of termination · awards are pro-rated to completed months of service	· awards are pro-rated to completed months of service	· employer contributions for health, dental and life insurance benefits continue for the notice period or until executive obtains other employment, whichever is earlier	· coverage continues and credited service continues to be earned for the notice period
Termination without cause or for good reason within 24 months of a change of control4	· same as for termination without cause	· same as for termination without cause	· all options vest immediately and may be exercised until the original term or within 24 months, whichever is earlier	· all PSUs vest and are paid at target within 30 days	· all RSUs vest immediately and are payable in cash within 30 days	· same as for termination without cause	· same as for termination without cause
Termination with cause	· none	· all entitlement to the bonus is lost	· vesting continues for 30 days or the original term, whichever is earlier •  must be exercised within 30 days	· all outstanding PSUs are cancelled	· all outstanding RSUs are cancelled	· none	· credited service no longer earned
Death	· none	· target bonus pro-rated to date of death	· three years to vest · must be exercised within three years or original term, whichever is earlier	· performance is measured to end of year of death · awards are pro-rated to the completed months of service as of date of death	· awards are pro-rated to the completed months of service as of date of death	· life insurance is paid on death	· credited service no longer earned · value of vested pension benefit is paid to the beneficiary

1. Retirement

At the discretion of the CEO and provided that the executive is at least 57 years old with at least 10 years of service when they retire, the executive may be eligible for post-retirement benefits including health, dental, accidental death and dismemberment, and life insurance. Also at the discretion of the CEO and provided the executive retires and is at least 57 years old with 10 years of service, a supplemental amount of $1,000 per month is paid until age 65.

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2. Resignation

Tim Gitzel, Brian Reilly, Alice Wong and Sean Quinn are eligible for retirement and therefore the compensation that is paid if a senior executive resigns does not apply. Retirement provisions will continue to apply, as set out in note 3.

3. Termination without cause

The notice period for Tim Gitzel is two years or the period remaining until age 65, whichever is earlier. The notice period for the other named executives is 18 months or the period remaining until age 65, whichever is earlier.

4. Termination without cause or good reason within 24 months of a change of control

According to the ENL Reorganization Act, no person, alone or together with associates may hold, beneficially own or control, directly or indirectly, more than 25% of Cameco’s voting shares that can be cast to elect the directors. Because of the legislated restrictions on share ownership, there would have to be an act of federal parliament for anyone to hold more than 25% of our voting shares. For Tim Gitzel, change of control is defined as a transaction resulting in any person, corporation or entity holding 35% or more of our voting shares, transfer or lease of substantially all of the company’s assets, dissolution or liquidation of the company, or the board deciding that a change of control has occurred. For the other named executives, change of control is the same except that an entity must hold 50% or more of our voting shares.

The table below shows the incremental values that would be paid to the named executives if any of them had been terminated without cause on December 31, 2021, including following a change of control. No incremental amounts are payable if a named executive retires, resigns, dies or is terminated with cause.

Cameco has legislated ownership restrictions under the ENL Reorganization Act. While a change of control is possible, it would require an act of parliament or one of the activities discussed in note 4 above.

Name	Compensation element	Estimated incremental payment at December 31,  20211
		Termination without cause2		Termination without cause with a change of control3
Tim Gitzel	Cash Deferred compensation vesting Benefits Total incremental amount Annual pension increment		$4,667,960 – $32,200 $4,700,160 $1,163,900		$4,667,960 $15,509,084 $32,200 $20,209,244 $1,163,900
Grant Isaac	Cash Deferred compensation vesting Benefits Total incremental amount Annual pension increment		$1,583,280 – $23,300 $1,606,580 $502,900		$1,583,280 $5,966,131 $23,300 $7,572,711 $502,900
Brian Reilly	Cash Deferred compensation vesting Benefits Total incremental amount Annual pension increment		$1,318,800 – $20,600 $1,339,400 $448,800		$1,318,800 $4,594,259 $20,600 $5,933,659 $448,800
Alice Wong	Cash Deferred compensation vesting Benefits Total incremental amount Annual pension increment		$1,173,398 – $22,100 $1,195,498 $358,400		$1,173,398 $3,859,234 $22,100 $5,054,731 $358,400
Sean Quinn	Cash Deferred compensation vesting Benefits Total incremental amount Annual pension increment		$1,134,788 – $21,900 $1,156,688 $365,900		$1,134,788 $3,807,369 $21,900 $4,964,057 $365,900

1. The table below shows the commuted values for resignation (retirement in the case of Tim Gitzel, Brian Reilly, Alice Wong and Sean Quinn). We estimated these values using the Canadian Institute of Actuaries’ Standard Practice for Determining Pension Commuted Values, effective April 2009, and assumed:

• 100% vesting

• pension begins at the executive’s age or age 55, whichever is later

• no salary increase after December 31, 2021

• a discount rate of 2.5% each of the next 10 years and 3.2% each year thereafter for Canadian and US liabilities

• benefits are pre-tax.

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Commuted value	For retirement		On December 31, 2021
The commuted values are based on assumptions representing entitlements in the employment agreements, and these may change over time. These commuted values may be higher or lower than the present value of the benefit obligation and include entitlements from the defined contribution retirement program and the supplemental executive pension program. The methods we use may not be exactly the same as those used by other companies, so our figures may not be directly comparable with those of other companies.		Tim Gitzel Brian Reilly Alice Wong Sean Quinn		$8,531,000 $2,887,200 $8,642,500 $7,300,900
		For resignation
		Grant Isaac		$3,120,700

2. Termination without cause

Amounts shown as Cash represent entitlements to cash payments in lieu of notice. The cash payment for the CEO, Tim Gitzel, is equal to two times the sum of his annual salary and target annual cash bonus. The cash payment for the other named executives is equal to one and one-half times the sum of their annual salary and target annual cash bonus.

There is no Deferred compensation vesting. For all named executives, unvested PSU and RSU awards are prorated to completed months of service in the performance period and pay out over the normal schedule so there is no incremental benefit. Options would continue to be eligible to meet time-based vesting conditions over the severance period and expire at the end of the severance period.

Amounts shown as Benefits are the present value of the continuing benefits for the notice period, based on historical costs and trends and calculated using a discount rate of 2.9% at December 31, 2021. Additionally, at the discretion of the CEO, retiring members may be eligible for post-retirement benefits, including health, dental, accidental death and dismemberment, and life insurance as they are at least 57 years of age and have more than 10 years of service. The following indicates the incremental values for the employees who currently meet these criteria:

Brian Reilly             $142,600

Alice Wong             $125,400

Sean Quinn            $149,800

Amounts shown as Annual pension increment are equal to the value of benefits to be credited according to the notice period for each named executive and calculated using the December 31, 2021 accounting assumptions (same as the key assumptions set out in note 3 on page 99).

3. Termination without cause with a change of control

Amounts shown as Cash represent entitlement to cash payments in lieu of notice as indicated in note 2 above.

Amounts shown as Deferred compensation vesting include an amount for unvested PSUs, RSUs and options. The incremental benefit for PSUs and RSUs represents all outstanding PSUs and RSUs that would vest immediately at target and be paid out in the first quarter of 2022. The incremental benefit for options represents unvested in-the-money options that would vest immediately. The calculation of the PSUs, RSUs and options in this situation is based on a share price of $27.58, the year-end closing price of a Cameco common share on the TSX.

Amounts shown as Benefits are the present value of the continuing benefits for the notice period as indicated in note 2 above.

Amounts shown as Annual pension increment is equal to the value of benefits to be credited according to the notice period as indicated in note 2 above.

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Appendix A

Interpretation

The following definitions are summaries only and are defined in their entirety in the Eldorado Nuclear Limited Reorganization and Divestiture Act (Canada) and Cameco’s articles.

For the purposes of this circular:

a person is an “associate” of another person if:

i. one is a corporation of which the other is an officer or director;

ii. one is a corporation that is controlled by the other or by a group of persons of which the other is a member;

iii. one is a partnership of which the other is a partner;

iv. one is a trust of which the other is a trustee;

v. both are corporations controlled by the same person;

vi. both are members of a voting trust or parties to an arrangement that relates to voting securities of the Corporation; or

vii. both are at the same time associates, within the meaning of any of (i) to (vi) above, of the same person;

provided that:

viii. if a resident associated with a non-resident submits to the board of directors of the corporation a statutory declaration stating that no voting shares of the corporation are held, directly or indirectly, for a non-resident, that resident and non-resident are not associates of each other, provided the statutory declaration is not false;

ix. two corporations are not associates pursuant to (vii) above by reason only that each is an associate of the same person pursuant to (i) above;

x. if any person appears to the board to hold voting shares to which are attached not more than the lesser of four one-hundredths of 1% of the votes that may be cast to elect directors of the corporation and 10,000 such votes, that person is not an associate of any other person and no other person is an associate of that person in relation to those voting shares.

“beneficial ownership” includes ownership through a trustee, legal representative, agent or other intermediary.

“control” means control in any manner that results in control in fact, whether directly through ownership of securities or indirectly through a trust, an agreement, the ownership of any body corporate or otherwise.

“non-resident” means:

i. an individual, other than a Canadian citizen, who is not ordinarily resident in Canada;

ii. a corporation incorporated, formed or otherwise organized outside Canada;

iii. a foreign government or agency thereof;

iv. a corporation that is controlled by non-residents, directly or indirectly, as defined in any of (i) to (iii) above;

v. a trust:

a. established by a non-resident as defined in any of (ii) to (iv) above, other than a trust for the administration of a pension fund for the benefit of individuals, a majority of whom are residents; or

b. in which non-residents as defined in any of (i) to (iv) above have more than 50% of the beneficial interest; or

vi. a corporation that is controlled by a trust described in (v) above.

“person” includes an individual, corporation, government or agency thereof, trustee, executor, administrator, or other legal representative.

“resident” means an individual, corporation, government or agency thereof or trust that is not a non-resident.

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Appendix B

Board mandate

PURPOSE

The purpose of the board of directors (board) is to supervise the management of the business and affairs of the corporation. The board will discharge this responsibility by developing and determining policy by which the business and affairs of the corporation are to be managed and by overseeing the management of the corporation.

COMPOSITION

The board is elected by the shareholders at the annual meeting of the shareholders of the corporation. The board shall appoint the chair annually from among its non-executive independent members. As fixed by the articles of the corporation, the board shall consist of at least three and not more than fifteen members. A majority of the directors shall be resident Canadians.

A majority of the directors shall be independent pursuant to standards for independence adopted by the board. The standards for independence are available on our website.

MEETINGS

The board will schedule as many meetings as necessary to carry out its duties effectively. A two year rolling schedule of regular board and committee meetings will be provided to directors. Confirmation of the date, time and place of regular meetings will be sent to directors approximately three weeks in advance of regularly scheduled meetings.

A meeting of the board may be called by the chair, the chief executive officer or any two directors. The corporate secretary shall, upon the direction of any of the foregoing, arrange a meeting of the board. Special meetings may be called by providing 48 hours notice. Board meetings may be held at any time without notice if all of the directors have waived or are deemed to have waived notice of the meeting.

A majority of the members of the board shall constitute a quorum. No business may be transacted by the board except at a meeting of its members at which a quorum of the board is present. Each director is expected to attend all meetings of the board. A director who is unable to attend a board meeting in person may participate by telephone or teleconference.

At board meetings, each director is entitled to one vote and questions are decided by a majority of votes of the directors present. In case of an equality of votes, the chair of the meeting does not have a second or casting vote.

The corporate secretary acts as secretary to the board. In the absence of the corporate secretary, the board may appoint any other person to act as secretary.

The board may invite such officers and employees of the corporation as it may see fit from time to time to attend at meetings of the board and assist thereat in the discussion and consideration of any matter.

DUTIES AND RESPONSIBILITIES

1. The board has specific responsibilities for the following, which do not, in any way, limit or comprehensively define its overall responsibility for the stewardship of the corporation:

a. selection, appointment, evaluation and if necessary the termination of the chief executive officer;

b. satisfying itself as to the integrity of the senior executives of the corporation and as to the culture of integrity throughout the corporation;

c. succession planning, including appointing, counselling and monitoring the performance of executive officers;

d. oversight of the human resources policies of the corporation and while taking into account the views and recommendations of the human resources and compensation committee, approval of the compensation of the chief executive officer and the other executive officers;

e. strategic planning, approval of business plans and monitoring corporate performance against those plans;

f. approval of periodic capital and operating plans and monitoring corporate performance against those plans;

106    CAMECO CORPORATION

g. oversight of the policies and processes to manage risks of the corporation, and oversight of management’s mitigation of the material risks;

h. policies to require ethical behaviour of the corporation and its directors and employees, and compliance with laws and regulations;

i. oversight of the policies and processes for the implementation and integrity of the corporation’s internal control and management information systems and its financial reporting;

j. approval of directors for appointment, nomination and election (as applicable), oversight of any potential conflicts of interest, and director independence determination;

k. assessment of the effectiveness of the board and its committees;

l. oversight of the program for orientation, mentorship and education of new directors and ongoing education for all directors;

m. definition of the duties and the limits of authority of senior management, including approving a position statement for the chief executive officer;

n. policies for disclosure of corporate information to facilitate effective communications with shareholders, other stakeholders and the public;

o. health and safety and environmental policies and oversight of systems to enable compliance with these policies and all relevant laws and regulations;

p. oversight of the policies and processes for estimating and disclosing the corporation’s mineral reserves;

q. corporate governance including the relationship of the board to management and shareholders, oversight of the corporate governance principles applicable to the corporation, and taking reasonable steps to ensure the corporation has appropriate structures and procedures in place to permit the board to effectively discharge its duties and responsibilities;

r. calling meetings of shareholders and submission to the shareholders of any question or matter requiring approval of the shareholders;

s. recommendation of the auditors to be appointed at shareholders’ meetings, and filling a vacancy in the office of the auditor;

t. issuance of securities of the corporation;

u. declaration of dividends and establishment of the dividend policy for the corporation;

v. approval of the annual audited financial statements and related management discussion and analysis, and the interim unaudited financial statements and related interim management discussion and analysis, management proxy circulars, takeover bid circulars, directors’ circulars, prospectuses, annual information forms and other disclosure documents required to be approved by the directors of a corporation under securities laws, regulations or rules of any applicable stock exchange;

w. approval of the corporation’s sustainability or environmental, social and governance (ESG) report;

x. adoption, amendment or repeal of bylaws of the corporation;

y. review and approval of material transactions not in the ordinary course of business; and

z. other corporate decisions required to be made by the board, or as may be reserved by the board, to be made by itself, from time to time and not otherwise delegated to a committee of the board of directors or to the management of the corporation.

2. Subject to the provisions of applicable law and the bylaws of the corporation, the responsibilities of the board may be delegated, from time to time, to committees of the board on such terms as the board may consider appropriate.

ORGANIZATIONAL MATTERS

3. The procedures governing the board shall be those in Parts 6 and 7 of the General Bylaws of the corporation.

4. The board shall annually review and assess the adequacy of its mandate.

5. The board shall participate in an annual performance evaluation.

6. The board shall perform any other activities consistent with this mandate, the corporation’s governing laws, and regulations of stock exchanges, as the board deems necessary or appropriate.

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Appendix C

Stock option plan

We stopped granting stock options as part of executive compensation starting in 2020. Stock options were previously granted to vice-presidents and above to tie a portion of future compensation to the long-term performance of Cameco shares.

Outstanding stock options have an eight-year term, with one-third vesting each year starting on the first anniversary of the grant and give the holder the option to buy Cameco shares issued from treasury at the exercise price. The last tranche of outstanding stock option awards expires in 2027 (see page 95).

The stock option plan has a number of restrictions and the following kinds of changes must be approved by shareholders according to the terms of our stock option plan:

General

· any change to the number of common shares that can be issued under the plan, including increasing the fixed maximum number of common shares, or changing from a fixed maximum number to a fixed maximum percentage of common shares

· any change to extend the period after a trading blackout when options can be exercised

· any change to extend the expiry date of an option unless it would otherwise expire during a trading blackout period

· any change that requires shareholder approval under applicable law such as those described in the rules, regulations and policies of any stock exchange that we are listed on.

Exercise price

· any change that would cause the exercise price of an option to be lower than the fair market value of the common shares at the time the option is granted. This does not include standard adjustment provisions relating to dividends or stock splits, recapitalizations, consolidations or other fundamental corporate changes, or provisions for the treatment of options if there is a change of control or other similar transaction that affects the powers of the board to make certain changes to the stock option plan

· any other change that would cause the exercise or purchase price of an option to be lower (other than the standard adjustment provisions or if there is a change of control or other similar transaction as described in the item above). Cancelling an option and reissuing it at a lower price is considered a reduction in the exercise price.

Eligibility

· any change that increases the number of categories of people who are eligible to receive options, if it could increase the participation of insiders

· any change allowing options to be transferred other than by will or intestate succession.

Securities

· adding deferred or restricted share units or other share awards that would not involve an actual cash payment

· any change that allows adding a cashless exercise feature, unless it reduces the number of underlying shares in the stock option plan reserve.

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EX-99.4

Exhibit 99.4

EX-99.5

Exhibit 99.5

Energizing a clean-air world Cameco 2021 Annual Report

The nuclear fuel cycle 1 Mining Once an orebody is discovered and defined by exploration, there are three common ways to mine uranium, depending on the depth of the orebody and the deposit’s geological characteristics: Open pit mining is used if the ore is near the surface. The ore is usually mined using drilling and blasting. Underground mining is used if the ore is too deep to make open pit mining economical. Tunnels and shafts provide access to the ore. In situ recovery (ISR) does not require large scale excavation. Instead, holes are drilled into the ore and a solution is used to dissolve the uranium. The solution is pumped to the surface where the uranium is recovered. 1 Milling Ore from open pit and underground mines is processed to extract the uranium and package it as a powder typically referred to as uranium concentrates (U3O8) or yellowcake. The leftover processed rock and other solid waste (tailings) is placed in an engineered tailings facility. 2 Refining Refining removes the impurities from the uranium concentrate and changes its chemical form to uranium trioxide (UO3). 3 Conversion For light water reactors, the UO3 is converted to uranium hexafluoride (UF6) gas to prepare it for enrichment. For heavy water reactors like the Candu reactor, the UO3 is converted into powdered uranium dioxide (UO2). 4 Enrichment Uranium is made up of two main isotopes: U-238 and U-235. Only U-235 atoms, which make up 0.7% of natural uranium, are involved in the nuclear reaction (fission). Most of the world’s commercial nuclear reactors require uranium that has an enriched level of U-235 atoms. The enrichment process increases the concentration of U-235 to between 3% and 5% by separating U-235 atoms from the U-238. Enriched UF6 gas is then converted to powdered UO2. 5 Fuel manufacturing Natural or enriched UO2 is pressed into pellets, which are baked at a high temperature. These are packed into zircaloy or stainless steel tubes, sealed and then assembled into fuel bundles. 6 Generation Nuclear reactors are used to generate electricity. U-235 atoms in the reactor fuel fission, creating heat that generates steam to drive turbines. The fuel bundles in the reactor need to be replaced as the U-235 atoms are depleted, typically after one or two years depending upon the reactor type. The used – or spent – fuel is stored or reprocessed. Spent fuel management The majority of spent fuel is safely stored at the reactor site. A small amount of spent fuel is reprocessed. The reprocessed fuel is used in some European and Japanese reactors.

Management’s discussion and analysis

February 9, 2022

8	2021 PERFORMANCE HIGHLIGHTS
13	MARKET OVERVIEW AND DEVELOPMENTS
19	OUR STRATEGY
27	OUR ESG PRINCIPLES AND PRACTICES
30	MEASURING OUR RESULTS
31	FINANCIAL RESULTS
57	OPERATIONS AND PROJECTS
82	MINERAL RESERVES AND RESOURCES
87	ADDITIONAL INFORMATION

This management’s discussion and analysis (MD&A) includes information that will help you understand management’s perspective of our audited consolidated financial statements (financial statements) and notes for the year ended December 31, 2021. The information is based on what we knew as of February 8, 2022.

We encourage you to read our audited consolidated financial statements and notes as you review this MD&A. You can find more information about Cameco, including our financial statements and our most recent annual information form, on our website at cameco.com, on SEDAR at sedar.com or on EDGAR at sec.gov. You should also read our annual information form before making an investment decision about our securities.

The financial information in this MD&A and in our financial statements and notes are prepared according to International Financial Reporting Standards (IFRS), unless otherwise indicated.

Unless we have specified otherwise, all dollar amounts are in Canadian dollars.

Throughout this document, the terms we, us, our, the Company and Cameco mean Cameco Corporation and its subsidiaries, unless otherwise indicated.

Caution about forward-looking information

Our MD&A includes statements and information about our expectations for the future. When we discuss our strategy, plans, future financial and operating performance, or other things that have not yet taken place, we are making statements considered to be forward-looking information or forward-looking statements under Canadian and United States (US) securities laws. We refer to them in this MD&A as forward-looking information.

Key things to understand about the forward-looking information in this MD&A:

• It typically includes words and phrases about the future, such as: anticipate, believe, estimate, expect, plan, will, intend, goal, target, forecast, project, strategy and outlook (see examples below).

• It represents our current views and can change significantly.

• It is based on a number of material assumptions, including those we have listed on page 4, which may prove to be incorrect.

• Actual results and events may be significantly different from what we currently expect, due to the risks associated with our business. We list a number of these material risks on page 3. We recommend you also review our most recent annual information form, which includes a discussion of other material risks that could cause actual results to differ significantly from our current expectations.

• Forward-looking information is designed to help you understand management’s current views of our near- and longer-term prospects, and it may not be appropriate for other purposes. We will not necessarily update this information unless we are required to by securities laws.

Examples of forward-looking information in this MD&A

• our view that we have the strengths to take advantage of the world’s rising demand for safe, reliable, affordable and carbon-free energy

• we will continue to focus on delivering our products responsibly and addressing the environmental, social and governance (ESG) risks and opportunities that we believe will make our business sustainable and will build long-term value

• our expectations about 2022 and future global uranium supply, consumption, contracting, demand and the market including the discussion under the heading Market overview and developments

• our expectations for the future of the nuclear industry, including that nuclear power must be a central part of the solution to the world’s shift to a low-carbon climate-resilient economy

• our efforts to participate in the commercialization and deployment of small modular reactors (SMRs) and increase our contributions to global climate change solutions by exploring SMRs and other emerging opportunities within the fuel cycle

• our views on our ability to self-manage risk

• the discussion under the heading Our strategy

• the discussion under the heading Our response to the COVID-19 pandemic, including the priority of employee health and safety in our plans

• our expectations regarding the operation of, and production levels for, the Cigar Lake mine and McArthur River/Key Lake operation

• the discussion under the heading Our ESG principles and practices: A key part of our strategy, reflecting our values, including our belief there is a significant opportunity for us to be part of the solution to combat climate change and that we are well positioned to deliver significant long-term business value

• our expectations for uranium purchases, sales and deliveries

• our intentions regarding our 2022 annual dividend payment

• the discussion of our expectations relating to our Canada Revenue Agency (CRA) transfer pricing dispute, including our expectations regarding receiving refunds and payment of disbursements from CRA, our confidence that the courts would reject any attempt by CRA to utilize the same or similar positions for other tax years currently in dispute, and our belief that CRA should return the full amount of cash and security that has been paid or otherwise secured by us

• the discussion under the heading Outlook for 2022, including expected business resiliency, expectations for 2022 average unit cost of sales, average purchase price per pound, deliveries and production, 2022 financial outlook, our revenue, expectations for 2022 cash balances, adjusted net earnings and cash flow sensitivity, and our price sensitivity analysis for our uranium segment

• the discussion under the heading Liquidity and capital resources, including expected liquidity to meet our 2022 obligations and our expectations for our uranium contract portfolio to provide a solid revenue stream

• the outlook for our uranium and fuel services segments for 2022

• our expectation that the uranium contract portfolio we have built will continue to provide a solid revenue stream

• our expectation that our cash balances and operating cash flows will meet our anticipated 2022 capital requirements

• our expectations for future capital expenditures

• our expectation that in 2022 we will be able to comply with all the covenants in our unsecured revolving credit facility

• life of mine operating cost estimates for the Cigar Lake and Inkai operations

• future plans and expectations for uranium properties, advanced uranium projects, and fuel services operating sites, including production levels and suspension of production at certain properties

• our expectations related to care and maintenance costs and operational readiness costs

• our mineral reserve and resource estimates

• our decommissioning estimates

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Material risks

• actual sales volumes or market prices for any of our products or services are lower than we expect for any reason, including changes in market prices, loss of market share to a competitor, trade restrictions or the impact of the COVID-19 pandemic

• we are adversely affected by changes in currency exchange rates, interest rates, royalty rates, or tax rates

• our production costs are higher than planned, or our cost reduction strategies are unsuccessful, or necessary supplies are not available, or not available on commercially reasonable terms

• our strategies may change, be unsuccessful or have unanticipated consequences

• changing views of governments regarding the pursuit of carbon reduction strategies or our view may prove to be inaccurate on the role of nuclear power in pursuit of those strategies

• our estimates and forecasts prove to be inaccurate, including production, purchases, deliveries, cash flow, revenue, costs, decommissioning, reclamation expenses, or receipt of future dividends from JV Inkai

• we are unable to enforce our legal rights under our existing agreements, permits or licences

• we are subject to litigation or arbitration that has an adverse outcome

• that we may not receive expected refunds and payments from CRA

• that the courts may accept the same, similar or different positions and arguments advanced by CRA to reach decisions that are adverse to us for other tax years

• the possibility of a materially different outcome in disputes with CRA for other tax years

• that CRA does not agree that the court rules for the years that have been resolved in Cameco’s favour should apply to subsequent tax years

• that CRA will not return all or substantially all of the cash and security that has been paid or otherwise secured in a timely manner, or at all

• there are defects in, or challenges to, title to our properties

• our mineral reserve and resource estimates are not reliable, or there are unexpected or challenging geological, hydrological or mining conditions

• we are affected by environmental, safety and regulatory risks, including workforce health and safety or increased regulatory burdens or delays resulting from the COVID-19 pandemic or other causes

• necessary permits or approvals from government authorities cannot be obtained or maintained

• we are affected by political risks, including the recent and any potential future unrest in Kazakhstan

• operations are disrupted due to problems with our own or our suppliers’ or customers’ facilities, the unavailability of reagents, equipment, operating parts and supplies critical to production, equipment failure, lack of tailings capacity, labour shortages, labour relations issues, strikes or lockouts, underground floods, cave-ins, ground movements, tailings dam failures, transportation disruptions or accidents, unanticipated consequences of our cost reduction strategies, or other development and operating risks

• we are affected by terrorism, sabotage, blockades, civil unrest, social or political activism, outbreak of illness (such as a pandemic like COVID-19), accident or a deterioration in political support for, or demand for, nuclear energy

• we may be unable to successfully manage the current environment resulting from the COVID-19 pandemic and its related operational, safety, marketing, or financial risks successfully, including the risk of significant disruptions to our operations, workforce, required supply or services, and ability to produce, transport, and deliver uranium

• a major accident at a nuclear power plant

• we are impacted by changes in the regulation or public perception of the safety of nuclear power plants, which adversely affect the construction of new plants, the relicensing of existing plants and the demand for uranium

• government laws, regulations, policies or decisions that adversely affect us, including tax and trade laws and sanctions on nuclear fuel imports

• our uranium suppliers or purchasers fail to fulfil their commitments

• our McArthur River development, mining or production plans are delayed or do not succeed for any reason

• our Cigar Lake development, mining or production plans are delayed or do not succeed for any reason

• the McClean Lake’s mill production plan is delayed or does not succeed for any reason

• water quality and environmental concerns could result in a potential deferral of production and additional capital and operating expenses required for the Cigar Lake operation

• JV Inkai’s development, mining or production plans are delayed or do not succeed for any reason

• we may be unsuccessful in pursuing innovation or implementing advanced technologies, including the risk that the commercialization and deployment of SMRs may incur unanticipated delays or expenses, or ultimately prove to be unsuccessful

• our expectations relating to care and maintenance costs or operational readiness costs prove to be inaccurate

• the risk that we may become unable to pay our 2022 annual dividend at the expected rate

• we are affected by natural phenomena, including inclement weather, fire, flood and earthquakes

MANAGEMENT’S DISCUSSION AND ANALYSIS    3

• the regulatory, environmental and operational risks that generally apply to all our operations and advanced uranium projects that are discussed under the heading Managing the risks beginning on page 58

• the risks relating to our tier-one uranium operations discussed under the heading McArthur River mine/Key Lake mill – Managing Our Risks beginning on page 65, under the heading Cigar Lake – Managing Our Risks beginning on page 69, and under the heading Inkai – Managing Our Risks beginning on page 72

Material assumptions

• our expectations regarding sales and purchase volumes and prices for uranium and fuel services, trade restrictions, and that counterparties to our sales and purchase agreements will honour their commitments

• our expectations for the nuclear industry, including its growth profile, market conditions and the demand for and supply of uranium

• the continuing pursuit of carbon reduction strategies by governments and the role of nuclear in the pursuit of those strategies

• the assumptions discussed under the heading 2022 Financial Outlook

• our expectations regarding spot prices and realized prices for uranium, and other factors discussed under the heading Price sensitivity analysis: uranium segment

• that the construction of new nuclear power plants and the relicensing of existing nuclear power plants will not be more adversely affected than expected by changes in regulation or in the public perception of the safety of nuclear power plants

• our ability to continue to supply our products and services in the expected quantities and at the expected times

• our expected production levels for Cigar Lake, McArthur River/Key Lake, JV Inkai and our fuel services operating sites

• our cost expectations, including production costs, operating costs, operational readiness costs, capital costs, and the success of our cost reduction strategies

• our expectations regarding tax payments, royalty rates, currency exchange rates and interest rates

• our entitlement to and ability to receive expected refunds and payments from CRA

• in our dispute with CRA, that courts will reach consistent decisions for other tax years that are based upon similar positions and arguments

• that CRA will not successfully advance different positions and arguments that may lead to different outcomes for other tax years

• our expectation that we will recover all or substantially all of the amounts paid or secured in respect of the CRA dispute to date

• our decommissioning and reclamation estimates, including the assumptions upon which they are based, are reliable

• our mineral reserve and resource estimates, and the assumptions upon which they are based, are reliable

• our understanding of the geological, hydrological and other conditions at our uranium properties

• our Cigar Lake development, mining and production plans succeed

• the McClean Lake mill is able to process Cigar Lake ore as expected

• JV Inkai’s development, mining and production plans succeed

• the ability of JV Inkai to pay dividends

• that care and maintenance costs and operational readiness costs will be as expected

• our and our contractors’ ability to comply with current and future environmental, safety and other regulatory requirements, and to obtain and maintain required regulatory approvals

• our operations are not significantly disrupted as a result of political instability, nationalization, terrorism, sabotage, blockades, civil unrest, breakdown, natural disasters, outbreak of illness (such as a pandemic like COVID-19), governmental or political actions, litigation or arbitration proceedings, the unavailability of reagents, equipment, operating parts and supplies critical to production, labour shortages, labour relations issues, strikes or lockouts, underground floods, cave-ins, ground movements, tailings dam failure, lack of tailings capacity, transportation disruptions or accidents, unanticipated consequences of our cost reduction strategies, or other development or operating risks

4    CAMECO CORPORATION

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MANAGEMENT’S DISCUSSION AND ANALYSIS    5

6    CAMECO CORPORATION

MANAGEMENT’S DISCUSSION AND ANALYSIS    7

2021 performance highlights

Despite additional disruptions to our business in 2021, we continued to do what we said we would do, protecting the health and safety of our employees and executing on all strategic fronts; operational, marketing and financial. In our uranium segment, since the beginning of 2021, and including the volumes reported in our third quarter MD&A, we have been successful in adding 70 million pounds to our portfolio of long-term uranium contracts, bringing the total volumes added since 2016 to about 185 million pounds. Nevertheless, we maintain leverage to higher prices with significant unencumbered future productive capacity and a large and growing pipeline of uranium business under discussion. We are being strategically patient in our discussions to capture as much value as possible in our contract portfolio. In addition to the off-market contracting interest, there has been a re-emergence of on-market requests for proposals from utilities looking to secure their future requirements.

In 2021, we were operating at about 75% below the productive capacity (100% basis) due to our planned supply discipline in our uranium segment and the unplanned production suspension at Cigar Lake. Productive capacity includes licensed capacity at Cigar Lake and McArthur River/Key Lake, and it includes planned production volumes at Rabbit Lake and our US operations prior to curtailment in 2016. We proactively suspended production at Cigar Lake for a second time for about four months starting in December 2020 due to the increased risks posed by the Coronavirus (COVID-19) pandemic at the time. As well, through our investment in Inkai, we were impacted by the 20% supply reduction enacted by Kazatomprom (KAP) across all uranium mines in Kazakhstan.

In addition to the proactive suspension of production at Cigar Lake, the COVID-19 safety protocols and measures we put in place in 2020, and following the precautions and restrictions enacted by all levels of government where we operate we proactively implemented additional measures and made a number of decisions to ensure a continued safe working environment for all our workers, in 2021, we:

• introduced a requirement that all employees, contractors and visitors be vaccinated across all our operations and offices

• developed a hybrid work model for employees working from home that balances time in the office and remote working in accordance with business needs

The proactive decisions we have made, and continue to make, to protect our workers and to help slow down the spread of the COVID-19 virus are consistent with our values. Even while production was suspended, we kept and continued to pay all our employees. The health and safety of our workers, their families and their communities continues to be the priority in all our plans, which will align with the guidance of the relevant health authorities where we operate.

We delivered over 24 million pounds of uranium to our customers in alignment with our contract portfolio and profitable opportunities in the market. We generated $458 million in cash from operations, with higher average realized prices in our fuel services segment than in 2020. However, as a result of the unplanned precautionary production suspension at Cigar Lake due to the COVID-19 pandemic, we incurred $40 million in care and maintenance costs for the operation and produced only 6.1 million pounds in our uranium segment, well below our committed sales. To manage risk we purchased 11.1 million pounds at a unit cost significantly higher than the average production costs at Cigar Lake for 2021 and 2020. See 2021 financial results by segment – Uranium starting on page 49 for more information. Partially offsetting these additional costs was the receipt of about $21 million under the Canada Emergency Wage Subsidy program and volatility in foreign exchange rates that resulted in foreign exchange gains.

Thanks to the disciplined execution of our strategy, our balance sheet is strong, and we expect it will enable us to see out our strategy as well as self-manage risk, including from global macro-economic uncertainty and volatility. As of December 31, 2021, we had $1.3 billion in cash and cash equivalents and short-term investments with only $996 million in long-term debt. In addition, we have a $1.0 billion undrawn credit facility.

8    CAMECO CORPORATION

In our transfer pricing dispute with Canada Revenue Agency (CRA), the Supreme Court of Canada (Supreme Court) dismissed CRA’s application for leave to appeal the decision of the Federal Court of Appeal (Court of Appeal). As a result, the dispute for the 2003 through 2006 tax years is fully and finally resolved in our favour. Furthermore, we are confident the courts would reject any attempt by CRA to utilize the same or similar positions and arguments for the other tax years currently in dispute (2007 through 2014) and believe CRA should return the $777 million in cash and letters of credit we have been required to pay or otherwise secure for those years. As such, we have filed a notice of appeal with the Tax Court of Canada (Tax Court), however timing of any further payments is uncertain. See Transfer pricing dispute on page 37 for more information.

In 2021, the benefits of nuclear energy came clearly into focus with a durability that we believe has not previously been seen. This durability is being driven by the accountability for achieving the net-zero carbon targets being set by countries and companies around the world. There is increasing recognition that nuclear power, with its clean emissions profile, reliable and secure baseload characteristics and low, levelized cost has a key role to play in achieving decarbonization goals. This is leading to both traditional and non-traditional demand growth for nuclear power and resulting in increased demand for uranium.

This increase in demand is occurring at a time when there is increasing uncertainty about uranium supply. The COVID-19 pandemic continued to disrupt global uranium production and introduced new risks including disruptions to global supply chains and rising costs for some products and services, adding to the supply curtailments that have occurred in the uranium industry for many years. The duration and extent of these disruptions are still not fully known. And, with the entrance of the Sprott Asset Management LP (Sprott) Physical Uranium Trust additional significant demand for spot material has impacted uranium prices. The uranium spot price increased significantly following the initial purchase activity in August, reaching a nine-year high of about $50 (US) per pound. The average uranium spot price ended the year at $42.05 per pound (US) nearly 40% higher than the average uranium spot price at the end of 2020. The thinning of material available in the spot market and the resulting higher spot prices have also pressured long-term prices with an increase in on-market requests for proposals (RFPs) and off-market negotiations. The long-term price was up 22% this year, ending the year at $42.75 per pound (US).

In the current environment, we believe the risk to uranium supply is greater than the risk to uranium demand and expect it will create a renewed focus on ensuring availability of long-term supply to fuel nuclear reactors. With the improvements in the market and the new long-term contracts we have put in place, it is time for us to proceed with the next phase of our supply discipline strategy, which also includes a planned supply reduction at Cigar Lake. Starting in 2024, we plan for our share of production to be about 45% below our productive capacity. In addition, at Inkai we will continue to follow the 20% reduction until the end of 2023 as announced by KAP. This will remain our production plan until we see further improvements in the uranium market and have made further progress in securing the appropriate homes for our unencumbered, in-ground inventory under long-term contracts, once again demonstrating that we are a responsible supplier of uranium fuel. See Our strategy starting on page 19 for more information.

We expect the investments we are making in digital and automation technologies will allow us to operate our assets with more flexibility. This is key to our ability to continue to align our production decisions with our contract portfolio commitments and opportunities. With a solid base of contracts to underpin our productive capacity, we will begin the process of preparing the McArthur River mine and Key Lake mill for production to allow us to achieve our 2024 production plan. This plan will significantly improve our financial performance by allowing us to source more of our committed sales from lower-cost produced pounds and we will no longer be required to expense care and maintenance costs directly to cost of sales. However, until we achieve a reasonable production rate, we expect to incur between $15 million to $17 million per month in operational readiness costs, which will be expensed directly to cost of sales. Operational readiness costs include all of the costs associated with care and maintenance in addition to the costs to complete critical projects, perform maintenance readiness checks, and recruit and train sufficient mine and mill personnel before beginning operations. Throughout, we will continue to focus on delivering our products safely and responsibly and addressing the environmental, social and governance (ESG) risks and opportunities that we believe will make our business sustainable and will build long-term value.

MANAGEMENT’S DISCUSSION AND ANALYSIS    9

Financial performance

HIGHLIGHTS DECEMBER 31 ($ MILLIONS EXCEPT WHERE INDICATED)	2021			2020			CHANGE
Revenue		1,475			1,800			(18	)%
Gross profit		2			106			(98	)%
Net loss attributable to equity holders		(103	)		(53	)		(94	)%
$ per common share (diluted)		(0.26	)		(0.13	)		(92	)%
Adjusted net loss (non-IFRS, see page 33)		(98	)		(66	)		(48	)%
$ per common share (adjusted and diluted)		(0.25	)		(0.17	)		(47	)%
Cash provided by operations		458			57			>100	%

Net loss attributable to equity holders (net loss) and adjusted net loss were greater in 2021 compared to 2020. See 2021 consolidated financial results beginning on page 32 for more information. Of note:

• generated $458 million in cash from operations

• incurred $210 million in care and maintenance costs as a result of our strategic decisions, including $40 million due to the precautionary suspension at Cigar Lake in 2021 to deal with the risks posed by the COVID-19 pandemic

• received $21 million under the Canada Emergency Wage Subsidy program

• recorded $27 million in the first quarter as a reduction to administration costs to reflect the amounts owing to us for legal fees and disbursements for costs as awarded in our dispute with CRA. See Transfer pricing dispute on page 37 for more information

• filed notice of appeal to the Tax Court in our dispute with CRA to have $777 million in cash and letters of credit returned. See Transfer pricing dispute on page 37 for more information.

Our segment updates

In our uranium segment, we continued to execute our strategy to preserve our tier-one assets and to ensure a safe working environment for all our workers, which impacted our operations. Of note in 2021:

• continued the production suspensions at McArthur River/Key Lake, Rabbit Lake and US ISR operations, keeping about 23 million pounds (100% basis) out of the market

• resumed production at the Cigar Lake mine at the end of April following the second suspension that commenced in December 2020 as a precaution due to the COVID-19 pandemic

• annual production at Cigar Lake of 6.1 million pounds (our share) was 33% below licensed capacity due to the impacts of the precautionary four-month suspension

• purchased 11.1 million pounds of uranium, including our spot purchases, committed purchase volumes and JV Inkai purchases

• delivered on our sales commitments of over 24 million pounds in alignment with our contract portfolio and profitable market opportunities and added 30 million pounds in long-term contracts to our portfolio. Since the beginning of 2022, we have added another 40 million pounds, bringing the total added since the beginning of 2021 to 70 million pounds.

Production in 2021 from our fuel services segment was 3% higher than in 2020, as a result of production suspensions in 2020 due to the COVID-19 pandemic. Planned production was impacted by hydrogen supply issues in 2021. The hydrogen supply constraint was resolved in the fourth quarter, however supply chain disruption remains a risk generally.

Additionally, we increased our interest in Global Laser Enrichment LLC (GLE) from 24% to 49% and signed a number of non-binding arrangements to explore several areas of cooperation to advance the commercialization and deployment of small modular reactors (SMRs) in Canada and around the world. This furthers our commitment to responsibly and sustainably manage our business and increase our contributions to global climate change solutions by exploring other emerging and non-traditional opportunities within the fuel cycle.

See Operations and projects beginning on page 57 for more information.

10    CAMECO CORPORATION

HIGHLIGHTS			2021			2020		CHANGE
Uranium	Production volume (million lbs)			6.1			5.0		22	%
	Sales volume (million lbs)			24.3			30.7		(21	)%
	Average realized price1	($US/lb)		34.53			34.39		—
		($Cdn/lb)		43.34			46.13		(6	)%
	Revenue ($ millions)			1,055			1,416		(25	)%
	Gross profit (loss) ($ millions)			(108	)		18		(700	)%
Fuel services	Production volume (million kgU)			12.1			11.7		3	%
	Sales volume (million kgU)			13.6			13.5		1	%
	Average realized price 2	($Cdn/kgU)		29.72			27.89		7	%
	Revenue ($ millions)			404			377		7	%
	Gross profit ($ millions)			118			96		23	%

¹ Uranium average realized price is calculated as the revenue from sales of uranium concentrate, transportation and storage fees divided by the volume of uranium concentrates sold.

² Fuel services average realized price is calculated as revenue from the sale of conversion and fabrication services, including fuel bundles and reactor components, transportation and storage fees divided by the volumes sold.

Industry prices

	2021		2020		CHANGE
Uranium ($US/lb U3O8)1
Average annual spot market price		35.28		29.96		18	%
Average annual long-term price		36.81		34.63		6	%
Fuel services ($US/kgU as UF6)1
Average annual spot market price
North America		19.41		21.94		(12	)%
Europe		18.99		21.09		(10	)%
Average annual long-term price
North America		18.42		18.27		1	%
Europe		18.42		18.18		1	%
Note: the industry does not publish UO2 prices.

¹ Average of prices reported by TradeTech and UxC, LLC (UxC)

On the spot market, where purchases call for delivery within one year, the volume reported by UxC for 2021 was the highest annual total ever of approximately 102 million pounds U₃O₈ equivalent, compared to 95 million pounds U₃O₈ equivalent in 2020. Spot market volumes were significant in the second half of the year due to unplanned uranium demand from Sprott, which contributed to the thinning of spot uranium supply. Total spot purchases by producers, junior uranium companies and financial funds was approximately 50 million pounds U₃O₈ equivalent. At the end of 2021, the average reported spot price was $42.05 (US) per pound, up $11.85 (US) per pound from the end of 2020. During the year, the uranium spot price ranged from a month-end high of $45.75 (US) per pound to a low of $27.98 (US) per pound, averaging $35.28 (US) for the year.

Long-term contracts usually call for deliveries to begin more than two years after the contract is finalized, and use a number of pricing formulas, including base-escalated (fixed prices escalated over the term of the contract), and market referenced prices (spot and long-term indicators) quoted near the time of delivery. The volume of long-term contracting reported by UxC for 2021 was about 70 million pounds U₃O₈ equivalent, up from about 57 million pounds U₃O₈ equivalent in 2020. Higher volumes can be attributed in part to utilities turning their attention to securing their long-term needs as demand from financial funds further thinned the spot market and eliminated the ability for utilities to rely on carry trade activity. The average reported long-term price at the end of the year was $42.75 (US) per pound, up $7.75 (US) from 2020. During the year, the uranium long-term price ranged from a month-end high of $43.00 (US) per pound to a low of $33.50 (US) per pound, averaging $36.81 (US) for the year.

MANAGEMENT’S DISCUSSION AND ANALYSIS    11

Following the record highs for conversion prices in both the North American and European markets in 2020, the average reported spot price for North American delivery at the end of 2021 was $16.10 (US) per kilogram uranium as UF₆ (US/kgU as UF₆), down $5.65 (US) from the end of 2020. Long-term UF₆ conversion prices finished 2021 at $18.00 (US/kgU as UF₆), down $1.00 (US) from the end of 2020.

URANIUM (US$/lb U₃O₈) AND CONVERSION (US$/kgU UF₆) PRICES

Source: Average of prices reported from TradeTech and UxC

12    CAMECO CORPORATION

Market overview and developments

A market in transition

In 2021, there was a significant improvement in uranium prices and market sentiment. Spot uranium prices for the year were up nearly 40%, reaching their highest level in nine years. The uranium available in the spot market thinned driven by record spot market purchases primarily by the Sprott Physical Uranium Trust, which has purchased approximately 26 million pounds since its inception in 2021, but also including other financial funds, producers and junior uranium companies who have indicated that the long-term fundamentals point to growing demand and supply uncertainty. The thinning of material available in the spot market and rising spot uranium prices motivated some utilities to return to the term market both with on-market RFPs as well as continued off-market contracting. As a result, the long-term price increased by 22%, ending the year at $42.75 (US) per pound. Despite an increase in contracting in the long-term market, the volume of uranium executed under long-term contracts remained well below annual consumption levels, continuing the inventory destocking that was already underway in the industry and adding to the growing wedge of uncovered requirements that we believe will need to be filled at a time when the availability of sufficient supply is not guaranteed. With a renewed focus on security of supply we believe we are in the early stages of a market transition, with utilities turning to proven producers and assets to meet their uncovered requirements.

Durable demand growth

The benefits of nuclear energy came clearly into focus with a durability we believe has not been previously seen, driven by the accountability created by the net-zero carbon targets being set by countries and companies around the world. These targets are turning attention to a triple challenge. First, is to lift one-third of the global population out of energy poverty by growing clean and reliable baseload electricity. Second, is to replace 85% of the current global electricity grids that run on carbon-emitting sources of thermal power with a clean, reliable alternative. And finally, is to grow global power grids by electrifying industries, such as private and commercial transportation, home, and industrial heating, largely powered with carbon-emitting sources of thermal energy today. Additionally, the energy crisis experienced in some parts of the world has amplified concerns about energy security and highlighted the role of energy policy in balancing three main objectives: providing a clean emissions profile; providing a reliable and secure baseload profile; and providing an affordable levelized cost profile. Too much focus on one objective, has left some jurisdictions struggling with power shortages and spiking energy prices. There is increasing recognition that nuclear power, with its clean emissions profile, reliable and secure baseload characteristics and low, levelized cost has a key role to play in achieving decarbonization goals.

Demand and energy policy highlights

• On behalf of the Sprott Physical Uranium Trust, Sprott issued an At-The-Market (ATM) program allowing it to sell discretionary shares and use the proceeds to purchase U₃O₈. The initial limit was for up to $300 million (US), and on September 9th, Sprott increased the ATM program limit to $1.3 billion (US) followed by another increase to $3.5 billion (US) on November 23. As of February 7th, the fund had raised over $1.1 billion (US) and purchased approximately 26 million pounds U₃O₈. In addition to its listing on the Toronto Stock Exchange, Sprott is obligated to seek a US listing for the trust.

• In March, Yellow Cake PLC (YCA) raised $100 million (US) to exercise their option with KAP to purchase approximately 3.5 million pounds of U₃O₈ as well as an additional purchase of 440,000 pounds U₃O₈. Subsequently, YCA agreed to purchase an additional 2 million pounds U₃O₈ from KAP. In October, YCA then raised approximately $150 million (US) and used the proceeds to fund the purchase of 2 million pounds U₃O₈ from Curzon Uranium Limited and purchased an additional 1 million pounds U₃O₈ from KAP. The net impact of other transactions in 2021 resulted in YCA acquiring an additional 0.6 million pounds U₃O₈.

• On October 18th, KAP announced their 48.5% initial investment into a privately-held physical uranium fund for $50 million (US). The fund has a projected second stage of development to raise up to an additional $500 million (US), through either a public or private offering.

• Many countries, states, and utilities announced net-zero carbon targets in 2020 and 2021. Notable countries include China, Japan, South Korea, United States (US), Canada, and France. While most of these targets are further out in the future, many of the plans include an important role for nuclear.

MANAGEMENT’S DISCUSSION AND ANALYSIS    13

• The International Atomic Energy Agency (IAEA) increased its projections for nuclear out to 2050 for the first time since the Fukushima events in 2011. This includes nuclear generating capacity doubling to 792 GWe, from 393 GWe in 2020, which represents a 10% rise over the prior forecast.

• The 2021 World Nuclear Association Nuclear Fuel Report was released in September and includes numerous positive developments for the industry. It highlights the prospects for nuclear growth and linkages to countries now targeting net-zero carbon emissions. Improved growth in China makes the most notable impact to higher demand projections post 2030. On the supply side, uranium production through 2025 declined significantly relative to the previous report in 2019, demonstrating the growing need for more production out in time.

• China’s 14th five-year plan and related policy documents covering the 2021 to 2025 period were published in March as part of their plan to be carbon neutral by 2060. Nuclear received increased attention in the plan relative to the prior version. The key objective stated was China targeting 70 GWe operating and 50 GWe under construction through 2025. Additionally, China’s Nuclear Energy Association (CNEA) stated that by 2030, China could reach up to 120 GWe in operation.

• In Japan, Kansai’s Mihama 3 restarted after over ten years and represents the first Japanese reactor in service over forty years to be restarted. In October, Fumio Kishida of the Liberal Democratic Party, was confirmed as Japan’s 100th Prime Minister. He has stated support for Japan’s energy policy which is targeting 20% to 22% nuclear by 2030 as part of its plan for carbon neutrality by 2050.

• Russia’s nuclear generation reached historic records in 2021 as Leningrad II-2 became the latest operating reactor. In addition, Rosatom announced plans to build about 15 new 1,200 MWe Gen 3+ reactors by 2035, with most units being built at existing sites where units that were built in the 1970s are to be decommissioned.

• In the European Union (EU), on February 2nd, the European Commission approved in principle a Complementary Climate Delegated Act (CDA), which includes specific nuclear and gas energy activities in the list of economic activities covered by the EU Taxonomy. This defines certain nuclear energy projects as green and sustainable for access to low-cost financing. The nuclear-related activities included are all advanced Generation IV nuclear technology with no expiry date, new Generation III+ nuclear reactors until 2045, and lifetime extension to existing nuclear reactors until 2040, while comprehensive nuclear safety and waste management requirements apply to all. The CDA now goes to the European Parliament and Council for debate.

• The Netherlands has recently elected a new government which has promised to build two new nuclear power reactors and become climate neutral by 2050.

• In France, President Emmanuel Macron announced planned new reactors, for the first time in decades, to meet its 2050 carbon neutral goal. Additionally, Électricité de France submitted a final plan to construct six EPR-2 reactors, with the vendor yet to be finalized and also announced that 32 900 MWe reactors were approved for expanded life spans from 40 years to 50 years.

• In the United Kingdom (UK), Prime Minster Boris Johnson confirmed plans for all UK electricity to come from low-carbon sources including nuclear and renewables by 2035.

• Germany closed three reactors at the end of 2021 and remains scheduled to close the last three operating reactors at the end of 2022.

• In the US, Exelon’s Byron and Dresden plants in Illinois were saved from early closure with the signing of the Climate and Equitable Jobs Act. This comprehensive energy bill included nearly $700 million (US) in new state subsidies over the next five years.

• US President Biden signed the $1.2 trillion bipartisan infrastructure bill that includes $6 billion to support at-risk nuclear plants and support for the US Department of Energy (DOE) with advanced reactors by 2030.

• India’s first domestically designed 700 MWe pressurized heavy water reactor at Kakrapar is nearing commercial operation, an important milestone for the country. Three more units of this design are expected to come online in the next few years. The country is targeting an expansion to 22.5 GWe operating by 2031.

• In South Korea, there will be federal elections in March of 2022. The leading presidential candidate, Yoon Seok-youl of the Peoples Power Party is pro nuclear and wants to end the nuclear phase-out. In addition, in January 2022, the current government announced plans to revise its green taxonomy and consider SMRs as eligible for state funding, reversing its stance to drop nuclear projects.

• During September and October Cameco announced signing several non-binding arrangements to evaluate and explore possible opportunities to partner on the development and deployment of SMR and advanced reactor technologies and evaluate opportunities to supply uranium, fuel services and other services.

14    CAMECO CORPORATION

According to the International Atomic Energy Agency there are currently 439 reactors operating globally and 52 reactors under construction. Several nations are appreciating the clean energy benefits of nuclear power. They have reaffirmed their commitment to it and are developing plans to support existing reactor units and are reviewing their policies to encourage more nuclear capacity. Several other non-nuclear countries have emerged as candidates for new nuclear capacity. In the EU, specific nuclear energy projects have been identified for inclusion under its sustainable financing taxonomy and therefore eligible for access to low-cost financing. Even in countries with phase-out policies, there is growing debate about the role of nuclear power, with public opinion polls showing growing support for it. The growth in demand is not just in the form of new builds, it is medium-term demand in the form of reactor life extensions, and it is near-term growth as early reactor retirements are prevented. And we are seeing momentum building for non-traditional commercial uses of nuclear power around the world such as development of small modular reactors and advanced reactors, with numerous companies and countries pursuing projects.

CURRENTLY UNDER CONSTRUCTION

WORLD OPERABLE REACTOR COUNT

MANAGEMENT’S DISCUSSION AND ANALYSIS    15

Supply uncertainty

Low uranium prices, government-driven trade policies, and the COVID-19 pandemic have had an impact on the security of supply in our industry. Despite the recent increase in uranium prices, years of underinvestment in new capacity has shifted risk from producers to utilities. In addition to the decisions many producers, including the lowest-cost producers, have made to preserve long-term value by leaving uranium in the ground, there have been a number of unplanned supply disruptions related to the impact of the COVID-19 pandemic and associated supply chain challenges on uranium mining and processing activities. In addition, according to industry transport experts, there is a risk of transport disruptions for Class 7 nuclear material. Uranium is a highly trade-dependent commodity. Adding to security of supply concerns is the role of commercial and state-owned entities in the uranium market, and trade policies that highlight the disconnect between where uranium is produced and where it is consumed. Over 80% of primary production is in the hands of state-owned enterprises, after taking into account the cuts to primary production that have occurred over the last several years. Furthermore, nearly 90% of primary production comes from countries that consume little-to-no uranium, and nearly 90% of uranium consumption occurs in countries that have little-to-no primary production. As a result, government-driven trade policies can be particularly disruptive for the uranium market.

Supply and trade policy highlights

• In early January 2022, Kazakhstan saw the most significant political instability since it became independent in 1991. The events resulted in a state of emergency being declared across the country. With the assistance of the Collective Security Treaty Organization (CSTO), the government restored the order and in the second half of January, the state of emergency was gradually lifted and withdrawal of CSTO forces from Kazakhstan was completed. KAP reported that its operations have been unaffected by these events.

• In its 2021 fourth quarter operations and trading update, KAP confirmed its intent to maintain production levels at 20% below those stipulated in its Sub Soil Use Agreements through 2023. For 2022, production is expected to be between 54.6 million pounds and 57.2 million pounds U₃O₈ (100% basis). It also noted that wellfield development, procurement and supply chain challenges, including inflationary pressure on production materials and reagents, are expected to continue throughout 2022. In addition, it indicated its costs could be impacted by potential changes to the tax code in Kazakhstan and by possible local social funding requests.

• On November 19th, KAP announced the approval of a plan to develop JV Budenovskoye LLP. The plan is for production at Budenovskoye Blocks 6 and 7 of up to 6.5 million pounds U₃O₈ (100% basis) no earlier than 2024, ramping up to 15.6 million pounds U₃O₈ (100% basis) no earlier than 2026. It is owned 51% by KAP and 49% by Stepnogorsk Mining and Chemical Plant LLP. KAP confirmed that the anticipated ramp up production from 2024-2026 is fully committed for supplying Russia under an offtake contract.

• China General Nuclear Power Group acquired a 49% stake in Ortalyk LLP. This KAP subsidiary holds the Central Mynkuduk in situ recovery (ISR) mine with a capacity of about 5.2 million pounds U₃O₈ (100% basis) and the planned Zhalpak ISR mine with capacity of about 2 million pounds U₃O₈ (100% basis).

• Unplanned production disruptions at the Cigar Lake mine and the McClean Lake mill as a precaution due to the COVID-19 pandemic resulted in production for the year being about 6 million pounds (100% basis) below annual licensed capacity. The Cigar Lake mine restarted in mid-April. On July 1 production at the mine was again temporarily suspended as a precaution due to the proximity of a forest fire, but with the risk subsided and all infrastructure intact, operations resumed a short time after.

• ConverDyn’s parent, Honeywell, announced a 2023 restart of its UF₆ conversion facility.

• Supply from the Ranger mine ceased in January, as planned, after 40 years in operation. Ranger had been milling about 4 million pounds U₃O₈ per year in recent years.

• Orano’s Cominak mine shut in March 2021, as expected, due to depletion of reserves. The mine had been producing about 3 million pounds U₃O₈ per year in recent years.

• In August, the US DOE published a Request for Information to inform the establishment and procurement strategy of a Strategic Uranium Reserve program. The $75 Million (US) appropriated for the program for 2021 was rolled into 2022.

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LONG-TERM CONTRACTING CREATES FULL-CYCLE VALUE FOR PROVEN PRODUCTIVE ASSETS

Global population is on the rise, and there is a growing focus on electrification and decarbonization. With the world’s need for safe, clean, reliable baseload energy, it is becoming increasingly clear that nuclear power will be an essential part of the clean-energy transition. We remain confident in the future of the nuclear industry. Demand is increasing in the near, medium, and long term with reactor restarts, cancellation of early reactor retirement decisions, life extensions, construction of new reactors, and a growing focus on non-traditional uses of nuclear power.

Like other commodities, the demand for uranium is cyclical. However, unlike other commodities, uranium is not traded in meaningful quantities on a commodity exchange. The uranium market is principally based on bilaterally negotiated long-term contracts covering the annual run-rate requirements of nuclear power plants, with a small spot market to serve discretionary demand. History demonstrates that in general, when prices are rising and high, uranium is perceived as scarce, and a lot of contracting activity takes place with proven and reliable suppliers. The higher prices discovered during this contracting cycle drive investment in higher-cost sources of production, which due to lengthy development timelines, tend to miss the contracting cycle and ramp up after demand has already been captured by proven producers. The new uncommitted supply exposed to the small, discretionary spot market becomes value destructive. The downward pressure on price creates the perception that uranium is abundant, potentially resulting in a failure of long-term price signals. When prices are declining and low, like we have seen over the past number of years, there is no perceived urgency to contract, and contracting activity and investment in new supply drops off. After years of low prices, and a lack of investment in supply, and as the uncommitted material available in the spot market begins to thin, as we are seeing currently, security-of-supply tends to overtake price concerns. Utilities re-enter the long-term contracting market to ensure they have a reliable future supply of uranium to run their reactors.

URANIUM CONTRACTING VOLUMES AND PRICE HISTORY

Source: UxC estimates

UxC reports that over the last five years approximately 400 million pounds U₃O₈ equivalent have been locked-up in the long-term market, while approximately 810 million pounds U₃O₈ equivalent have been consumed in reactors. We remain confident that utilities have a growing gap to fill.

We believe the current backlog of long-term contracting presents a substantial opportunity for commercially motivated suppliers like us who are proven reliable suppliers with tier-one productive capacity and a record of honouring our supply commitments. As a low-cost producer, we manage our operations to capture value throughout these price cycles.

MANAGEMENT’S DISCUSSION AND ANALYSIS    17

UTILITY UNCOVERED REQUIREMENTS

(2021 - 2035)

Source: UxC estimates - December 31, 2021

In our industry, customers do not come to the market right before they need to load nuclear fuel into their reactors. To operate a reactor that could run for more than 60 years, natural uranium and the downstream services have to be purchased years in advance, allowing time for a number of processing steps before a finished fuel bundle arrives at the power plant. At present, we believe there is a significant amount of uranium that needs to be contracted to keep reactors running into the next decade.

UxC estimates that cumulative uncovered requirements are about 1.4 billion pounds to the end of 2035. With the lack of investment over the past decade due to low uranium prices, there is growing uncertainty about where uranium will come from to satisfy growing demand. In fact, utilities have started to secure supply under long-term contracts, which has resulted in a 22% increase in the long-term price of uranium over the past year.

As utilities’ uncovered requirements continue to grow, primary and secondary supplies decline, and as continued demand for uranium from producers and other intermediaries leads to a thinning of the material available in the spot market, we expect there will be increased competition to secure uranium under long-term contracts on terms that will ensure the availability of reliable primary supply to meet growing demand.

Supply has become less certain as a result of low prices, production curtailments, lack of investment, end of reserve life, unplanned production disruptions, supply chain challenges, shrinking secondary supplies and trade policy issues. As a result, we believe we are starting to see a market transition that is shifting risk from the suppliers to the users of uranium fuel. We will continue to take the actions we believe are necessary to position the company for long-term success. Therefore, we will continue to align our production decisions with market signals and our contract portfolio. We will undertake contracting activity which is intended to ensure we have adequate protection under our contract portfolio, while maintaining exposure to the rewards that come from having uncommitted, low-cost supply to place into a strengthening market.

18    CAMECO CORPORATION

Our strategy

We are a pure-play nuclear fuel investment, focused on providing nuclear fuel products across the fuel cycle, on providing a clean source of energy, and on taking advantage of the long-term growth we see coming in our industry. Our strategy is set within the context of what we believe is a transitioning market environment, where increasing populations, and a growing focus on electrification and decarbonization are expected to durably strengthen the long-term fundamentals for our industry. Nuclear energy must be a central part of the solution to the world’s shift to a low-carbon, climate resilient economy. It is an option that can provide the power needed, not only reliably, but also safely and affordably, and in a way that will help avoid some of the worst consequences of climate change.

Our strategy is to capture full-cycle value by:

• remaining disciplined in our contracting activity, building a balanced portfolio in accordance with our contracting framework

• profitably producing from our tier-one assets and aligning our production decisions with our contract portfolio and market signals

• being financially disciplined to allow us to self-manage risk

• exploring other emerging and non-traditional opportunities within the fuel cycle, which align with our commitment to responsibly and sustainably manage our business and increase our contributions to global climate change solutions

We expect our strategy will allow us to increase long-term value, and we will execute it with an emphasis on safety, people and the environment.

URANIUM

Uranium production is central to our strategy, as it is the biggest value driver of the nuclear fuel cycle and our business. We have operating and idle tier-one assets that are licensed, permitted, long-lived, and are proven reliable and have expansion capacity. These tier-one assets are backed up by idle tier-two assets and what we think is the best exploration portfolio that leverages existing infrastructure.

We are focused on protecting and extending the value of our contract portfolio, on aligning our production decisions with our contract portfolio and market opportunities thereby preserving the value of our lowest cost assets, on maintaining a strong balance sheet, and on efficiently managing the company. We have undertaken a number of deliberate and disciplined actions, including a focus on digitization and automation to allow us to operate our assets with more flexibility. In 2021, these actions resulted in:

• generation of $458 million in cash from operations

• a year-end balance of $1.3 billion in cash and cash equivalents and short-term investments on our balance sheet

• 70 million pounds of uranium added to our long-term contract portfolio since the beginning of 2021

• a more flexible asset base that allows us to continue to align our production with market conditions and our contract portfolio

FUEL SERVICES

Our fuel services division is a source of profit and supports our uranium segment while allowing us to vertically integrate across the fuel cycle.

We are focused on securing new long-term contracts that will allow us to continue to profitably produce and consistently support the long-term needs of our customers.

In addition, we are pursuing non-traditional markets for our UO₂ and fuel fabrication business and have been actively securing new contracts for reactor components to support refurbishment of Canadian reactors.

Our focus will continue to be on maintaining and optimizing the profitability of this segment of our business.

OTHER FUEL CYCLE INVESTMENTS

We continue to explore other opportunities within the nuclear fuel cycle. In particular, we are interested in the second largest value driver of the fuel cycle, enrichment. Having operational control of uranium production, conversion, and enrichment facilities would offer operational synergies that could enhance profit margins.

MANAGEMENT’S DISCUSSION AND ANALYSIS    19

In January 2021, we increased our interest in Global Laser Enrichment LLC (GLE) from 24% to 49%. We are the commercial lead for the project and have an option to attain a majority interest of up to 75% ownership. GLE is testing a third-generation enrichment technology that, if successful, will use lasers to:

• re-enrich depleted uranium tails left over as a by-product, aiding in the responsible clean-up of enrichment facilities no longer in operation

• produce high-assay low-enriched uranium (HALEU), the primary fuel stock for the majority of small modular reactors and advanced reactor designs proceeding through development

• produce low-enriched uranium for the world’s existing and future fleet of large-scale light-water reactors

Additionally, we signed a number of non-binding arrangements to explore several areas of cooperation to advance the commercialization and deployment of small modular reactors in Canada and around the world.

Building a balanced portfolio

The purpose of our contracting framework is to deliver value. Our approach is to secure a solid base of earnings and cash flow by maintaining a balanced contract portfolio that optimizes our realized price.

Contracting decisions need to consider the uranium market structure, the nature of our competitors, and the current market environment. The vast majority of run-rate fuel requirements are procured under long-term contracts. The spot market is thinly-traded where utilities pick-up small, discretionary volumes. This market structure is reflective of the baseload nature of nuclear power and the relatively small proportion of the overall operating costs the fuel represents compared to other sources of baseload electricity. Additionally, about half of the fuel supply is not sensitive to market prices and is typically supplied by diversified mining companies that produce uranium as a by-product or state-owned entities with production volume strategies or ambitions to serve state nuclear power ambitions with low-cost fuel supplies. We evaluate our strategy in the context of our market environment and continue to adjust our actions in accordance with our contracting framework:

• First, we will not produce from our tier-one assets to sell into an oversupplied spot market. We will not produce from these assets unless we can deliver our tier-one pounds under long-term contracts that provide an acceptable rate of return.

• Second, we do not intend to build an inventory of excess uranium. Excess inventory serves to contribute to the sense that uranium is abundant and creates an overhang on the market, and it ties up working capital on our balance sheet.

• Third, in addition to our committed sales, we will capture end-user demand in the market where we think we can obtain value. We will take advantage of opportunities the market provides, where it makes sense from an economic, logistical and strategic point of view. Those opportunities may come in the form of spot, mid-term or long-term demand, and will be additive to our current committed sales.

• Fourth, once we capture demand, we will decide how to best source material to satisfy that demand. Depending on the timing and volume of our production, purchase commitments, and our inventory volumes, this means we may be active buyers in the market in order to meet our demand obligations.

• And finally, in general, if we choose to source material to meet demand by purchasing it, we expect the price of that material will be more than offset by the leverage to market prices in our sales portfolio over the long-term.

In addition to this framework, our contracting decisions always factor in who the customer is, our desire for regional diversification, the product form, and logistical factors.

Ultimately, our goal is to protect and extend the value of our contract portfolio on terms that recognize the value of our assets and pricing mechanisms that provide adequate protection when prices go down and allow us to benefit when prices rise. We believe using this framework will allow us to create long-term value. Our focus will continue to be on ensuring we have the financial capacity to execute on our strategy and self-manage risk.

LONG-TERM CONTRACTING

Uranium is not traded in meaningful quantities on a commodity exchange. Utilities have historically bought the majority of their uranium and fuel services products under long-term contracts that are bilaterally negotiated with suppliers, and they have met the rest of their needs on the spot market. We sell uranium and fuel services directly to nuclear utilities around the world as uranium concentrates, UO₂ and UF₆, conversion services, or fuel fabrication. We have a solid portfolio of long-term sales contracts that reflect the long-term, trusting relationships we have with our customers.

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In general, we are always active in the market, buying and selling uranium when it is beneficial for us and in support of our long-term contract portfolio. We undertake activity in the spot and term markets prudently, looking at the prices and other business factors to decide whether it is appropriate to purchase or sell into the spot or term market. Not only is this activity a source of profit, it gives us insight into underlying market fundamentals.

We deliver large volumes of uranium every year, therefore our net earnings and operating cash flows are affected by changes in the uranium price. Market prices are influenced by the fundamentals of supply and demand, market access and trade policy issues, geopolitical events, disruptions in planned supply and demand, and other market factors.

The objectives of our contracting strategy are to:

• maximize realized price while providing some certainty for our future earnings and cash flow

• focus on meeting the nuclear industry’s growing annual uncovered requirements with our tier-one production

• establish and grow market share with strategic customers

We have a portfolio of long-term contracts that have a mix of base-escalated pricing and market-related pricing mechanisms, including provisions to protect us when the market price is declining and allow us to benefit when market prices go up. This is a balanced and flexible approach that allows us to adapt to market conditions, put a floor on our average realized price and deliver the best value over the long term.

This approach has allowed us to realize prices higher than the market prices during periods of weak uranium demand, and we expect it will enable us to realize increases linked to higher market prices in the future.

Base-escalated (fixed prices escalated over the term of the contract) contracts for uranium: typically use a pricing mechanism based on a term-price indicator at the time the contract is accepted and escalated over the term of the contract.

Market-related contracts for uranium: are different from base-escalated contracts in that the pricing mechanism may be based on either the spot price or the long-term price, and that price is as quoted at the time of delivery rather than at the time the contract is accepted. These contracts sometimes provide for discounts, and often include floor prices and/or ceiling prices, which are usually escalated over the term of the contract.

Fuel services contracts: the majority of our fuel services contracts use a base-escalated mechanism per kgU and reflect the market at the time the contract is accepted.

OPTIMIZING OUR CONTRACT PORTFOLIO

We work with our customers to optimize the value of our contract portfolio. With respect to new contracting activity, there is often a lag from when contracting discussions begin and when contracts are executed. With our large pipeline of business under negotiation in our uranium segment, and a value driven strategy, we continue to be strategically patient in considering the commercial terms we are willing to accept. Much of our pending business is off-market but we are starting to see more on-market activity emerge. We remain confident that we can add acceptable new sales commitments to our portfolio of long-term contracts to underpin the long-term operation of our productive capacity and capture long-term value.

Given our view that uranium prices need to rise to ensure the availability of long-term supply to fuel growing demand for safe, clean, reliable, carbon-free nuclear energy, our preference today is to sign long-term contracts with market-related pricing mechanisms. Unsurprisingly, we believe our customers too expect prices to rise and prefer to lock-in today’s prices, with a fixed-price mechanism. Our goal is to balance all these factors, along with our desire for customer and regional diversification, with product form, and logistical factors to ensure we have adequate protection and will benefit from higher prices under our contract portfolio, while maintaining exposure to the rewards that come from having low-cost supply to deliver into a strengthening market.

With respect to our existing contracts, at times we may also look for opportunities to optimize the value of our portfolio. In cases where a customer is seeking relief under an existing contract due to a challenging policy, operating, or economic environment, or we deem the customer’s long-term demand to be at risk, we may consider options that are beneficial to us and allow us to maintain our customer relationships.

CONTRACT PORTFOLIO STATUS

We have commitments to sell over 160 million pounds of U₃O₈ with 34 customers worldwide in our uranium segment, and over 48 million kilograms as UF₆ conversion with 30 customers worldwide in our fuel services segment.

MANAGEMENT’S DISCUSSION AND ANALYSIS    21

Customers – U₃O₈:

Five largest customers account for 59% of commitments

COMMITTED U₃O₈ SALES BY REGION

Customers – UF₆ conversion:

Five largest customers account for 52% of commitments

COMMITTED UF₆ SALES BY REGION

MANAGING OUR CONTRACT COMMITMENTS

To meet our delivery commitments and to mitigate risk, we have access to a number of sources of supply, which includes uranium obtained from:

• our existing production

• purchases under our JV Inkai agreement, under long-term agreements and in the spot market

• our inventory in excess of our working requirements

• product loans

We allow sales volumes to vary year-to-year depending on:

• the level of sales commitments in our long-term contract portfolio

• our production volumes

• purchases under existing and/or new arrangements

• discretionary use of inventories

• market opportunities

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Our supply discipline

As spot is not the fundamental market, true value is captured under a long-term contract portfolio and is measured over the full commodity cycle. Therefore, we align our uranium production decisions with our contract commitments and market opportunities to avoid creating an oversupply in a thinly-traded spot market or building an excess inventory. In accordance with market conditions, and to mitigate risk, we evaluate the optimal mix of our production, inventory and purchases in order to satisfy our contractual commitments and in order to return the best value possible over the entire commodity cycle. During a prolonged period of uncertainty, this could mean leaving our uranium in the ground. As a result, since 2016, we have left almost 115 million pounds of uranium in the ground (100% basis) through our supply curtailment activities. We have purchased more than 55 million pounds in the spot market and in 2018 we drew down our inventory by almost 20 million pounds. That totals about 190 million pounds (100% basis) of uranium that we have pulled out of the market.

Today we believe we are in the early stages of a uranium market transition, driven by the growing demand for nuclear energy and the increasingly undeniable conclusion that it must be an essential part of the clean-energy transition. As the market continues to transition, we expect to continue to place our uranium under long-term contracts and to meet rising demand with production from our best margin operations. We will continue to adjust our actions based on market signals and our contract portfolio with the intent of being able to self-manage risk, and to capture long-term value.

With the improvements in the market and the new long-term contracts we have put in place, it is time for us to proceed with the next phase of our supply discipline strategy. Continuing with our indefinite supply discipline, starting in 2024, we plan to be operating at about 40% below productive capacity (100% basis) compared to 75% below productive capacity (100% basis) in 2021. To achieve this, we will begin preparing McArthur River/Key Lake to ensure it is operationally ready to reach our 2024 production plan. A return to production at McArthur River/Key Lake will significantly improve our financial performance by allowing us to source more of our committed sales from the lower-cost produced pounds and we will no longer be required to expense care and maintenance costs directly to cost of sales. However, until we achieve a reasonable production rate, we expect to incur between $15 million to $17 million per month in operational readiness costs, which will be expensed directly to cost of sales. This is not an end to our supply discipline. Over the course of 2022 and 2023, we will undertake all of the activities necessary to ensure we are operationally ready to achieve the 2024 production plan of 15 million pounds (100% basis) per year, 40% below the annual licensed capacity of the operation. Once we reach the planned production at McArthur River/Key Lake, starting in 2024, we plan to reduce production at Cigar Lake to 13.5 million pounds (100% basis) per year, 25% below its annual licensed capacity. Extending the mine life at Cigar Lake by aligning production with the market opportunities and our contract portfolio is consistent with our tier-one strategy and is expected to allow more time to evaluate the feasibility of extending the mine life beyond the current reserve base while continuing to supply ore to Orano’s McClean Lake mill. This will remain our production plan until we see further improvements in the uranium market and contracting progress, once again demonstrating that we are a responsible supplier of uranium fuel.

Managing our costs

PRODUCTION COSTS

In order to operate efficiently and cost-effectively, we manage operating costs and improve plant reliability by prudently investing in production infrastructure, new technology, and business process improvements. Like all mining companies, our uranium segment is affected by the cost of inputs such as labour and fuel.

MANAGEMENT’S DISCUSSION AND ANALYSIS    23

2021 URANIUM OPERATING COSTS BY CATEGORY

* Production supplies include reagents, fuel and other items. Contracted services include utilities and camp costs, air charters, mining and maintenance contractors and security and ground freight.

Over the last two years the annual cash cost of production at Cigar Lake has been slightly higher than the estimated life of mine cost of between $15 and $16 per pound, as a result of the impacts of COVID-19. See 2021 financial results by segment – Uranium starting on page 49 for more information. In 2022 and 2023, our cash production costs may continue to be affected by the impacts of the COVID-19 pandemic, as well as timing and rate of production at the McArthur River/Key Lake operation. Once we achieve 2024 planned production, the average unit operating costs at Cigar Lake may increase as production declines.

Operating costs in our fuel services segment are mainly fixed. In 2021, labour accounted for about 51% of the total. The largest variable operating cost is for zirconium, followed by anhydrous hydrogen fluoride, and energy (natural gas and electricity).

We are currently undertaking a corporate-wide initiative to accelerate innovation and the adoption of advanced digital and automation technologies to improve efficiency and operational flexibility, and to further reduce cost.

For example, we are implementing energy management information systems to understand where we use energy so we can make changes to become more efficient. We have established a cross-functional working group to further study the transition opportunities and risks to our operations. This working group is analyzing the costs and benefits of various potential projects to achieve transformational reductions in emissions.

CARE AND MAINTENANCE COSTS AND OPERATIONAL READINESS COSTS

In 2022, we expect to incur between $50 million and $60 million in care and maintenance costs related to the suspension of production at our Rabbit Lake mine and mill, and our US operations. These operations are higher-cost, and with plenty of idle tier-one capacity and tier-one expansion capacity globally that can come back online relatively quickly, the restart horizon is less certain. We continue to evaluate our options in order to minimize these costs.

At the McArthur River/Key Lake operation we expect to incur between $15 million and $17 million per month in operational readiness costs which will be expensed directly to cost of sales until we achieve a reasonable production rate.

PURCHASES AND INVENTORY COSTS

Our costs are also affected by the purchases of uranium and conversion services we make under long-term contracts and on the spot market.

To meet our delivery commitments, we make use of our mined production, inventories, purchases under long-term contracts, purchases we make on the spot market and product loans. In 2022, the price for the majority of our purchases will be quoted at the time of delivery.

The cost of purchased material may be higher or lower than our other sources of supply, depending on market conditions. The cost of purchased material affects our cost of sales, which is determined by calculating the average of all of our sources of supply, including opening inventory, production, and purchases, and adding royalties, selling costs, and care and maintenance costs. If market prices exceed our cost of inventory, we expect the cost of sales may be impacted.

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FINANCIAL IMPACT

As greater certainty returns to the uranium market, our view is that uranium prices will need to reflect the cost of bringing on new primary production to meet growing demand.

The deliberate and disciplined actions we have taken to reduce supply and streamline operations have come with near-term costs like care and maintenance costs and purchase costs higher than our production costs, but we believe the benefit over the long term will far outweigh those costs.

We believe our actions have helped position the company to self-manage risk and will reward shareholders for their continued patience and support of our strategy to build long-term value.

Capital allocation – focus on value

Delivering returns to our long-term shareholders is a top priority. While we navigate by our investment-grade rating, we continually evaluate our investment options to ensure we allocate our capital in a way that we believe will:

• sustain our assets and grow our business in a manner that we expect will create the greatest long-term value

• maintain a strong balance sheet that will allow us to execute on our strategy and mitigate risk

• allow us to sustainably execute on our dividend while considering the cyclical nature of our earnings and cash flow

To deliver value, free cash flow must be productively reinvested in the business or returned to shareholders, which requires good execution and disciplined allocation. Our decisions are based on the run rate of our business, not one-time events. Cash on our balance sheet that exceeds value-adding growth opportunities and/or is not needed to self-manage risk should be returned to shareholders.

We start by determining how much cash we have to invest (investable capital), which is based on our expected cash flow from operations minus expenses we consider to be a higher priority, such as dividends and financing costs, and could include others. This investable capital can be reinvested in the company or returned to shareholders.

REINVESTMENT

We have a multidisciplinary capital allocation team that evaluates all possible uses of investable capital.

If a decision is made to reinvest capital in sustaining, capacity replacement, or growth, all opportunities are ranked and only those that meet the required risk-adjusted return criteria are considered for investment. We also must identify, at the corporate level, the expected impact on cash flow, earnings, and the balance sheet. All project risks must be identified, including the risks of not investing. Allocation of capital only occurs once an investment has cleared these hurdles.

This may result in some opportunities being held back in favour of higher return investments and should allow us to generate the best return on investment decisions when faced with multiple prospects, while also controlling our costs. If there are not enough good investment prospects internally or externally, this may result in residual investable capital, which we would then consider returning directly to shareholders.

RETURN

We believe in returning cash to shareholders but are also focused on protecting the company and rewarding those shareholders who understand and support our strategy to build long-term value. If we have excess cash and determine the best use is to return it to shareholders, we can do that through a share repurchase or dividend—an annual dividend, one-time supplemental dividend or a progressive dividend. When deciding between these options, we consider a number of factors, including the nature of the excess cash (one time or cash generated by our business operations), growth prospects for the company, and growth prospects for the industry.

Share buyback: If we are at our tier-one run rate and are generating excess cash while there were few or no growth prospects for the company or the industry, then a share buyback might make sense. However, our current view is that the long-term fundamentals for Cameco and the industry remain strong.

Dividend: The amount and type of dividend paid, annual, progressive or one-time supplemental is evaluated by our board of directors with careful consideration of our cash flow, financial position, strategy, and other relevant factors including appropriate alignment with the cyclical nature of our earnings.

MANAGEMENT’S DISCUSSION AND ANALYSIS    25

IN ACTION

Until such time as we return to our tier-one cost structure, the objective of our capital allocation will be to ensure we have the financial capacity to execute on our strategy, while navigating by our investment-grade rating through close management of our balance sheet metrics.

In today’s transitioning uranium market environment, we are taking a cautious and prudent approach to capital allocation. We are not yet at our tier-one run-rate, and, despite rulings from the courts in our favour, our dispute with CRA continues. With the metrics that inform an investment-grade rating in mind, we have taken steps to allow us to deliver long-term value and self-manage risk by:

• responsibly managing our sources of supply by aligning our production decisions with market conditions and our contract portfolio, and building a more flexible tier-one asset base

• exercising strategic patience when contracting

• restructuring our activities to reduce our operating, capital, and general and administrative spending

• reducing our total debt and restructuring our debt maturity profile

• aligning our dividend with the run-rate of our business and with consideration for the cyclical nature of our earnings and cash flow

• focusing on technology and its applications to improve efficiency and reduce costs across the organization, with a particular focus on innovation and accelerating the adoption of advanced digital and automation technologies

As the market continues to transition, we will focus on improving operational effectiveness across our operations, including the use of digital and automation technologies with a particular goal of reducing operating costs and increasing operational flexibility. Any opportunities will be rigorously assessed before an investment decision is made. We will invest to ensure we are able to meet our 2024 production plan.

If we get clarity on our CRA dispute without a continued and sustained market transition, which generates a one-time cash infusion, we may focus on the debt portion of our ratings metrics. This may mean greater emphasis on reducing the debt on our balance sheet. However, if the market continues to transition and higher uranium prices are flowing through our contract portfolio, and we are able to increase our portfolio of long-term contracts with acceptable pricing mechanisms, the earnings portion of our rating metrics are expected to improve. In that scenario, reducing debt would not be the priority. Our priorities would be to invest in ramping up and expanding production at our tier-one assets, and if warranted leveraging our existing tier-two assets and brownfield infrastructure, turning to value-adding growth opportunities including further vertical integration and returning excess cash to shareholders.

SHARES AND STOCK OPTIONS OUTSTANDING

At February 7, 2022, we had:

• 398,289,260 common shares and one Class B share outstanding

• 3,228,006 stock options outstanding, with exercise prices ranging from $11.32 to $26.81

DIVIDEND

In 2021, our board of directors declared a dividend of $0.08 per common share, which was paid December 15, 2021.

As a result of our deliberate actions and conservative financial management we have been and continue to be resilient. With a strong balance sheet, improving fundamentals for our business, a growing contract portfolio, and our decision to prepare McArthur River/Key Lake to be operationally ready, we have line of sight to a significant improvement in our future earnings and cash flow. Therefore, we are increasing our 2022 annual dividend by 50%.

An annual dividend of $0.12 per common share has been declared, payable on December 15, 2022 to shareholders of record on November 30, 2022. The decision to declare an annual dividend by our board is reviewed regularly and will be based on our cash flow, financial position, strategy and other relevant factors including appropriate alignment with the cyclical nature of our earnings.

26    CAMECO CORPORATION

Our ESG principles and practices: A key part of our strategy, reflecting our values

We are committed to delivering our products responsibly. We integrate environmental, social and governance (ESG) principles and practices into every aspect of our business, from our objectives and approach to compensation, to our overall corporate strategy and day-to-day operations. We seek to be transparent with our stakeholders, keeping them updated on the risks and opportunities that we believe may have a significant impact on our ability to add long-term value. We recognize the importance of integrating certain ESG factors, such as safety performance, a clean environment and supportive communities, into our executive compensation strategy as we see success in these areas as critical to the long-term success of the company.

Our 2020 ESG report, published in October of 2021, marked an evolution in our sustainability reporting. We adopted the relevant ESG performance indicators issued by the Sustainability Accounting Standards Board (SASB) and have taken the first steps towards addressing the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), which we expect to continue to progress. The report sets out our strategy and the policies and programs we use to govern and manage ESG issues that are important to our stakeholders. In addition to SASB and TCFD, the report provides key ESG performance indicator data based on the Global Reporting Initiative’s Sustainability Framework as well as some unique corporate indicators, to measure and report our performance on environmental, social and economic impacts in the areas we believe have a significant impact on our sustainability in the long-term. This is our ESG report card to our stakeholders. You can find our report at cameco.com/about/sustainability.

Environment

We recognize and embrace our responsibility to manage our activities with care for the protection of environmental resources. Protection of the environment is one of our highest corporate priorities during all stages of our activities from exploration through development, operations, and decommissioning. Environmental stewardship is embedded in how we operate.

We are guided by our safety, health, environment and quality policy and associated programs that are designed to minimize our impact on air, land, and water and to conserve the biodiversity of surrounding ecosystems. Across our operations, we comply with strict regulations and have systems in place to monitor and mitigate our impacts. In addition to our own environmental monitoring, we collaborate with local communities around our operations to give confidence to them that traditionally harvested foods remain safe to eat, and water remains safe to drink.

Climate change: Nuclear power is part of the solution

We believe the reduction of carbon and greenhouse gas (GHG) emissions is important and necessary in Canada and around the world, and that nuclear power must be a central part of the solution to the world’s shift to a low-carbon, climate-resilient economy. As one of the world’s largest producers of the uranium needed to fuel nuclear reactors, we believe there is a significant opportunity for us to be part of the solution to combat climate change. We are a constructive partner in the battle against climate change. We enable vast emissions reductions that can be achieved through nuclear power and are committed to transforming our own low GHG emissions footprint in our ambition to reach net-zero emissions while delivering significant long-term business value.

We recognize that climate change, including shifts in temperature, precipitation and more frequent severe weather events could affect our operations in a range of possible ways. We have established a working group composed of representatives from across the organization to further study the climate-related opportunities and risks for our business. For example, this working group has conducted a preliminary analysis of the increase in operating costs that could occur at our Canadian facilities (in the short-, medium-, and long-term) as a result of increased GHG pricing and regulation. In addition, in 2022, we are undertaking a physical climate risk assessment with a third-party expert.

Social

Our relationships with our workforce, Indigenous Peoples, and local communities are fundamental to our success. The safety and protection of our workforce and the public is our top priority in our assessment of risk and planning for safe operations and product transport. To deliver on our vision, we invest in programs to attract and retain a diverse and skilled workforce that better reflects the communities in which we operate and to increase the participation of underrepresented groups in trades and technical positions. We want to build a workforce that is dedicated to continuous improvement and shares our values.

The importance of our workers and Indigenous Peoples working and living near our operations is exemplified by our ongoing commitment to help manage the impacts of the COVID-19 pandemic on our workforce, their families and their communities.

MANAGEMENT’S DISCUSSION AND ANALYSIS    27

Our response to the COVID-19 pandemic

We continue to closely monitor and adapt to the developments related to the outbreak of COVID-19. Throughout the pandemic, our priority has been to protect the health and well-being of our workers, including employees and contractors, their families, and their communities. Early in 2020, we activated our Corporate Crisis Management Plan, which includes our Pandemic Plan, and our various Local and Corporate Business Continuity Plans.

Following the precautions and restrictions enacted by all levels of government where we operate, and, considering the unique circumstances at each of our operating sites, we proactively implemented a number of measures and made a number of decisions to ensure a safe working environment for all our workers. In addition to all the safety protocols and measures put in place in 2020, in 2021 we:

• suspended production at Cigar Lake for a second time for about four months starting in December 2020

• introduced a requirement that all employees, contractors and visitors be vaccinated across all our operations and offices

• developed a hybrid work model for employees working from home that balances time in the office and remote working in accordance with business needs

The proactive decisions we have made, and continue to make, to protect our workers and to help slow down the spread of the COVID-19 virus are necessary decisions that are consistent with our values. Even while production was suspended, we kept and continued to pay all our employees. The health and safety of our workers, their families and their communities continues to be the priority in all our plans, which will align with the guidance of the relevant health authorities where we operate.

Governance: Sound governance is the foundation for strong performance

We believe that sound governance is the foundation for strong corporate performance. Our diverse and independent board of directors plays an important role in providing oversight of the management team and providing direction for our strategy and business affairs, including the integration of ESG principles throughout the company. The board guides the company to operate as a sustainable business, to optimize financial returns while effectively managing risk, and to conduct business in a way that is transparent, independent, and ethical.

The board has formal governance guidelines that set out our approach to governance and the board’s governance role and practices. The guidelines ensure we comply with all of the applicable governance rules and legislation in Canada and the United States, conduct ourselves in the best interests of our stakeholders, and meet industry best practices. The guidelines are reviewed and updated regularly.

Our corporate governance framework includes an established and recognized management system that describes the policies, processes and procedures we use to help us fulfill all the tasks required to achieve our objectives and strategy. It sets out our vision, values, and measures of success. It speaks to our strategic planning process, leadership alignment and accountability, compliance and assessment, people and culture, process identification and work management, risk management, communications and stakeholder support, knowledge and information management, change management, problem identification and resolution, and continual improvement.

OUR VISION

Our vision – “Energizing a clean-air world” – recognizes that we have an important role to play in enabling the vast reductions in global greenhouse gas emissions required to achieve a resilient net-zero carbon economy. We support climate action that is consistent with the ambition of the Paris Agreement and the Canadian government’s commitment to the agreement to limit global temperature rise to less than 2°C and we know that this means the world needs to reach net-zero emissions by 2050 or sooner. The uranium we produce is used around the world in the generation of safe, carbon-free, affordable, base-load nuclear power. As we seek to achieve our vision, we will do so in a manner that reflects our values. We believe we have the right strategy to achieve our vision and are committed to our efforts to transform our own, already low, greenhouse gas footprint in our ambition to reach net-zero emissions, while identifying and addressing the ESG risks and opportunities that we believe may have a significant impact on our ability to add long-term value for our stakeholders.

COMMITTED TO OUR VALUES

Our values are discussed below and are at the core of everything we do and define who we are as a company. They are:

• safety and environment

• people

28    CAMECO CORPORATION

• integrity

• excellence

Safety and Environment

The safety of people and protection of the environment are the foundations of our work. All of us share in the responsibility of continually improving the safety of our workplace and the quality of our environment.

We are committed to keeping people safe and conducting our business with respect and care for both the local and global environment.

People

We value the contribution of every employee and we treat people fairly by demonstrating our respect for individual dignity, creativity and cultural diversity. By being open and honest, we achieve the strong relationships we seek.

We are committed to developing and supporting a flexible, skilled, stable and diverse workforce, in an environment that:

• attracts and retains talented people and inspires them to be fully productive and engaged

• encourages relationships that build the trust, credibility and support we need to grow our business

Integrity

Through personal and professional integrity, we lead by example, earn trust, honour our commitments and conduct our business ethically.

We are committed to acting with integrity in every area of our business, wherever we operate.

Excellence

We pursue excellence in all that we do. Through leadership, collaboration and innovation, we strive to achieve our full potential and inspire others to reach theirs.

Risk and Risk Management

Our board of directors oversee management’s implementation of appropriate risk management processes and controls. We have a Risk Policy that is supported by our formal Risk Management Program.

Our Risk Management Program involves a broad, systematic approach to identifying, assessing, monitoring, reporting and managing the significant risks we face in our business and operations, including consideration of ESG and climate-related risks that could impact our four measures of success. The program establishes clear accountabilities for employees throughout the company to take ownership of risks specific to their area and to effectively manage those risks. The program is reviewed annually to ensure that it continues to meet our needs.

We use a common risk matrix throughout the company. Any risk that has the potential to significantly affect our ability to achieve our corporate objectives or strategic plan is considered an enterprise risk and is brought to the attention of senior management and the board.

See Managing the risks, starting on page 58, for a discussion of the risks, that generally apply to all of our operations and advanced uranium projects, and that could have a material impact on business in the near term. We also recommend you review our most recent annual information form, which includes a discussion of other material risks that could have an impact on our business.

MANAGEMENT’S DISCUSSION AND ANALYSIS    29

Measuring our results

TARGETS AND METRICS: THE LINK BETWEEN ESG FACTORS AND EXECUTIVE PAY

Each year, we set corporate objectives that are aligned with our strategic plan. These objectives fall under our four measures of success: outstanding financial performance, safe, healthy and rewarding workplace, clean environment and supportive communities. Performance against specific targets under these objectives forms the foundation for a portion of annual employee and executive compensation. See our most recent management proxy circular for more information on how executive compensation is determined.

Our targets for 2021 continue to reflect the operational strategic actions that we are taking. As such, we do not believe our financial performance (earnings and cash flow) reflects our long-term run rate performance. Despite the impact on financial results, we believe that the strategic actions we are taking will help to pave the way to stronger financial performance over time, and we will not compromise our commitment to safety, people and our environment.

2021 OBJECTIVES1	TARGET	RESULTS
OUTSTANDING FINANCIAL PERFORMANCE
Earnings measure	Achieve targeted adjusted net earnings.	•   adjusted net earnings was below target
Cash flow measure	Achieve targeted cash flow from operations (before working capital changes).	•   cash flow from operations was slightly below target
SAFE, HEALTHY AND REWARDING WORKPLACE
Workplace safety measure	Strive for no injuries at all Cameco-operated sites. Maintain a long-term downward trend in combined employee and contractor total recordable injury rate while achieving targets on specified leading indicators.	•   a new performance record was set for the fourth year in a row. TRIR improved significantly by about 25% relative to 2020, exceeding the 2021 improvement target •   performance of the leading indicators exceeded the targets
CLEAN ENVIRONMENT
Environmental performance measures	Achieve divisional environmental aspect improvement targets.	•   performance was within the targeted range •   there were no significant environmental incidents in 2021
SUPPORTIVE COMMUNITIES
Stakeholder support measure	Enhance the skill set of Residents of Saskatchewan’s North for changing industrial environments	•   performance exceeded the target

¹ Detailed results for our 2021 corporate objectives and the related targets will be provided in our 2022 management proxy circular prior to our Annual Meeting of Shareholders on May 10, 2022.

2022 objectives

OUTSTANDING FINANCIAL PERFORMANCE

•   Achieve targeted financial measures focused on controlling costs and generating cash.

SAFE, HEALTHY AND REWARDING WORKPLACE

•   Improve workplace safety performance at all sites.

CLEAN ENVIRONMENT

•   Improve environmental performance at all sites.

SUPPORTIVE COMMUNITIES

•   Build and sustain strong stakeholder support for our activities.

30    CAMECO CORPORATION

Financial results

This section of our MD&A discusses our performance, financial condition and outlook for the future.

32	2021 CONSOLIDATED FINANCIAL RESULTS
41	OUTLOOK FOR 2022
43	LIQUIDITY AND CAPITAL RESOURCES
49	2021 FINANCIAL RESULTS BY SEGMENT
49	URANIUM
51	FUEL SERVICES
52	FOURTH QUARTER FINANCIAL RESULTS
52	CONSOLIDATED RESULTS
55	URANIUM
56	FUEL SERVICES

MANAGEMENT’S DISCUSSION AND ANALYSIS    31

2021 consolidated financial results

This section of our MD&A discusses our performance, financial condition and outlook for the future.

In the third quarter, we determined that NUKEM no longer meets the criteria for being considered a segment and concluded that it was appropriate to include NUKEM’s results with our uranium and fuel services segments. The purchase and sale of enriched uranium product and separative work units will continue to be reported in “other”. Comparative information has been adjusted. See note 28 for more information.

HIGHLIGHTS DECEMBER 31 ($ MILLIONS EXCEPT WHERE INDICATED)	2021			2020			2019		CHANGE FROM 2020 TO 2021
Revenue		1,475			1,800			1,863		(18	)%
Gross profit		2			106			242		(98	)%
Net earnings (loss) attributable to equity holders		(103	)		(53	)		74		(94	)%
$ per common share (basic)		(0.26	)		(0.13	)		0.19		(92	)%
$ per common share (diluted)		(0.26	)		(0.13	)		0.19		(92	)%
Adjusted net earnings (loss) (non-IFRS, see page 33)		(98	)		(66	)		41		(48	)%
$ per common share (adjusted and diluted)		(0.25	)		(0.17	)		0.10		(47	)%
Cash provided by operations		458			57			527		>100	%

Net earnings

The following table shows what contributed to the change in net earnings in 2021 compared to 2020 and 2019.

($ MILLIONS)		2021			2020			2019
Net earnings (losses) - previous year			(53	)		74			166
Change in gross profit by segment
(we calculate gross profit by deducting from revenue the cost of products and services sold, and depreciation and amortization (D&A), net of hedging benefits)
Uranium	Lower sales volume		(4	)		(4	)		(27	)
	Higher (lower) realized prices ($US)		5			25			(133	)
	Foreign exchange impact on realized prices		(72	)		14			35
	Lower (higher) costs		(55	)		(169	)		9
	change – uranium		(126	)		(134	)		(116	)
Fuel services	Higher (lower) sales volume		1			(4	)		13
	Higher (lower) realized prices ($Cdn)		23			21			(11	)
	Lower (higher) costs		(2	)		(10	)		28
	change – fuel services		22			7			30
Other changes
Lower (higher) administration expenditures			17			(20	)		17
Lower exploration expenditures			3			3			6
Change in reclamation provisions			32			(21	)		57
Change in gains or losses on derivatives			(24	)		5			113
Change in foreign exchange gains or losses			(14	)		33			(45	)
Change in earnings from equity-accounted investments			32			(9	)		13
Redemption of Series E debentures in 2020			24			(24	)		—
Canadian Emergency Wage Subsidy			(16	)		37			—
Arbitration award in 2019 related to TEPCO contract			—			(52	)		52
Gain on sale of interest in Wheeler River Joint Venture in 2018			—			—			(17	)
Gain on restructuring of JV Inkai in 2018			—			—			(49	)
Gain on customer contract restructuring in 2018			—			—			(6	)
Sale of exploration properties in 2018			—			—			(7	)
Reversal of tax provision in 2018 related to CRA dispute			—			—			(61	)
Change in income tax recovery or expense			15			47			(126	)
Other			(15	)		1			47
Net earnings (losses) - current year			(103	)		(53	)		74

32    CAMECO CORPORATION

Non-IFRS measures

ADJUSTED NET EARNINGS

Adjusted net earnings (ANE) is a measure that does not have a standardized meaning or a consistent basis of calculation under IFRS (non-IFRS financial measure). We use this measure as a more meaningful way to compare our financial performance from period to period. Adjusted net earnings is our net earnings attributable to equity holders, adjusted to better reflect the underlying financial performance for the reporting period. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance. Adjusted net earnings is one of the targets that we measure to form the basis for a portion of annual employee and executive compensation (see Measuring our results starting on page 30).

In calculating ANE we adjust for derivatives. We do not use hedge accounting under IFRS and, therefore, we are required to report gains and losses on all hedging activity, both for contracts that close in the period and those that remain outstanding at the end of the period. For the contracts that remain outstanding, we must treat them as though they were settled at the end of the reporting period (mark-to-market). However, we do not believe the gains and losses that we are required to report under IFRS appropriately reflect the intent of our hedging activities, so we make adjustments in calculating our ANE to better reflect the impact of our hedging program in the applicable reporting period. See Foreign exchange starting on page 39 for more information.

We also adjust for changes to our reclamation provisions that flow directly through earnings. Every quarter we are required to update the reclamation provisions for all operations based on new cash flow estimates, discount and inflation rates. This normally results in an adjustment to an asset retirement obligation asset in addition to the provision balance. When the assets of an operation have been written off due to an impairment, as is the case with our Rabbit Lake and US ISR operations, the adjustment is recorded directly to the statement of earnings as “other operating expense (income)”. See note 15 of our annual financial statements for more information. This amount has been excluded from our ANE measure.

Adjusted net earnings is a non-IFRS financial measure and should not be considered in isolation or as a substitute for financial information prepared according to accounting standards. Other companies may calculate this measure differently, so you may not be able to make a direct comparison to similar measures presented by other companies.

MANAGEMENT’S DISCUSSION AND ANALYSIS    33

To facilitate a better understanding of these measures, the table below reconciles adjusted net earnings with our net earnings for the years ended 2021, 2020 and 2019.

($ MILLIONS)	2021			2020			2019
Net earnings (loss) attributable to equity holders		(103	)		(53	)		74
Adjustments
Adjustments on derivatives		13			(45	)		(49	)
Adjustments on other operating expense (income)		(8	)		24			3
Income taxes on adjustments		—			8			13
Adjusted net earnings (loss)		(98	)		(66	)		41

The following table shows what contributed to the change in adjusted net earnings (non-IFRS measure, see above) in 2021 compared to the same period in 2020 and 2019.

($ MILLIONS)		2021			2020			2019
Adjusted net earnings (losses) - previous year			(66	)		41			211
Change in gross profit by segment
(we calculate gross profit by deducting from revenue the cost of products and services sold, and depreciation and amortization (D&A), net of hedging benefits)
Uranium	Lower sales volume		(4	)		(4	)		(27	)
	Higher (lower) realized prices ($US)		5			25			(133	)
	Foreign exchange impact on realized prices		(72	)		14			35
	Lower (higher) costs		(55	)		(169	)		9
	change – uranium		(126	)		(134	)		(116	)
Fuel services	Higher (lower) sales volume		1			(4	)		13
	Higher (lower) realized prices ($Cdn)		23			21			(11	)
	Lower (higher) costs		(2	)		(10	)		28
	change – fuel services		22			7			30
Other changes
Lower (higher) administration expenditures			17			(20	)		17
Lower (higher) exploration expenditures			3			3			6
Change in gains or losses on derivatives			34			9			(1	)
Change in foreign exchange gains or losses			(14	)		33			(45	)
Change in earnings from equity-accounted investments			32			(9	)		13
Redemption of Series E debentures in 2020			24			(24	)		—
Canadian Emergency Wage Subsidy			(16	)		37			—
Arbitration award in 2019 related to TEPCO contract			—			(52	)		52
Gain on sale of interest in Wheeler River Joint Venture in 2018			—			—			(17	)
Gain on customer contract restructuring in 2018			—			—			(6	)
Sale of exploration properties in 2018			—			—			(7	)
Reversal of tax provision in 2018 related to CRA dispute			—			—			(61	)
Change in income tax recovery or expense			7			42			(82	)
Other			(15	)		1			47
Adjusted net earnings (losses) - current year			(98	)		(66	)		41

Average realized prices

		2021		2020		2019		CHANGE FROM 2020 TO 2021
Uranium1	$US/lb		34.53		34.39		33.77		—
	$Cdn/lb		43.34		46.13		44.85		(6	)%
Fuel services	$Cdn/kgU		29.72		27.89		26.21		7	%

¹ Average realized foreign exchange rate ($US/$Cdn): 2021 – 1.26, 2020 – 1.34 and 2019 – 1.33.

34    CAMECO CORPORATION

Revenue

The following table shows what contributed to the change in revenue for 2021.

($ MILLIONS)
Revenue – 2020	1,800
Uranium
Lower sales volume	(293	)
Lower realized prices ($Cdn)	(68	)
Fuel services
Higher sales volume	2
Higher realized prices ($Cdn)	25
Other	9
Revenue – 2021	1,475

See 2021 Financial results by segment on page 49 for more detailed discussion.

THREE-YEAR TREND

In 2020, revenue decreased by 3% compared to 2019 due to a decrease in sales volume in the uranium segment that was partially offset by an increase in the Canadian dollar average realized price. In our fuel services segment, revenue increased by 2% as a result of the increase in average realized price partially offset by a decrease in sales volume.

In 2021, revenue decreased by 18% compared to 2020 due to a decrease in sales volume in the uranium segment and a decrease in the Canadian dollar average realized price. In our fuel services segment, revenue increased by 10% as a result of the increase in average realized price and sales volume. See notes 17 and 28 in our annual financial statements for more information.

SALES DELIVERY OUTLOOK FOR 2022

For 2022 we have committed sales volumes in our uranium segment of between 23 to 25 million pounds. We will continue to be active buying and selling uranium in the spot market if it makes sense for us.

In our uranium and fuel services segments, our customers choose when in the year to receive deliveries. As a result, our quarterly delivery patterns and, therefore, our sales volumes and revenue can vary significantly. We expect the quarterly distribution of uranium deliveries in 2022 to be fairly evenly distributed as shown below. However, not all delivery notices have been received to date and the expected delivery pattern could change. Typically, we receive notices six months in advance of the requested delivery date.

ANNUAL DELIVERY VOLUME DISTRIBUTION BY QUARTER

Source: Cameco reports and estimates

MANAGEMENT’S DISCUSSION AND ANALYSIS    35

Corporate expenses

ADMINISTRATION

($ MILLIONS)	2021			2020		CHANGE
Direct administration1		111			113		(2	)%
Stock-based compensation1		44			32		38	%
Recovery of fees related to CRA dispute		(27	)		—		n/a
Total administration		128			145		(12	)%

¹ Direct administration and stock-based compensation are supplementary financial measures. They are components of administration expense as shown on the statement of earnings and calculated according to IFRS.

Direct administration costs in 2021 decreased by $2 million from 2020. As a result of the Supreme Court’s dismissal of CRA’s application for leave to appeal the June 26, 2020 decision of the Court of Appeal, we recorded $27 million as a reduction to administration costs to reflect the amounts owing to us for legal fees and disbursements for costs as was awarded to us by the Tax Court and nominal cost awards related to the Court of Appeal hearing and Supreme Court application.

We recorded $44 million in stock-based compensation expenses in 2021, $12 million higher compared to 2020 due to the increase in our share price. See note 24 to the financial statements.

Administration outlook for 2022

We expect direct administration costs to be between $125 million to $135 million.

EXPLORATION

Our 2021 exploration activities were focused primarily on Canada. Our spending decreased from $11 million in 2020 to $8 million in 2021 due to lower planned expenditures.

Exploration outlook for 2022

We expect exploration expenses to be about $11 million in 2022. The focus for 2022 will be on our core projects in Saskatchewan.

FINANCE COSTS

Finance costs were $77 million, a decrease from $96 million in 2020 due to the cost associated with the early redemption of our Series E debentures in 2020. See note 19 to the financial statements.

FINANCE INCOME

Finance income was $7 million compared to $11 million in 2020 mainly due to lower interest rates.

GAINS AND LOSSES ON DERIVATIVES

In 2021, we recorded $13 million in gains on our derivatives compared to $37 million in gains in 2020. The decrease reflects the strength in the Canadian dollar compared to the US dollar at the end of 2021 compared to 2020. See Foreign exchange on page 39 and note 26 to the financial statements.

INCOME TAXES

We recorded an income tax recovery of $1 million in 2021 compared to an expense of $14 million in 2020. The increase in recovery was primarily due to a change in the distribution of earnings among jurisdictions compared to 2020.

In 2021, we recorded earnings of $59 million in Canada compared to earnings of $73 million in 2020, while in foreign jurisdictions, we recorded a loss of $162 million compared to a loss of $112 million in 2020. Differences between accounting income and income for tax purposes resulted in lower taxes recorded in Canada.

36    CAMECO CORPORATION

($ MILLIONS)	2021			2020
Net earnings (loss) before income taxes
Canada		59			73
Foreign		(162	)		(112	)
Total net loss before income taxes		(103	)		(39	)
Income tax expense (recovery)
Canada		(2	)		9
Foreign		1			5
Total income tax expense (recovery)		(1	)		14
Effective tax rate		1	%		(36	)%

TRANSFER PRICING DISPUTE

Background

Since 2008, CRA has disputed our marketing and trading structure and the related transfer pricing methodology we used for certain intercompany uranium sale and purchase agreements.

For the years 2003 to 2014, CRA shifted Cameco Europe Limited’s income (as recalculated by CRA) back to Canada and applied statutory tax rates, interest and instalment penalties, and, from 2007 to 2011, transfer pricing penalties. In addition, for 2014 and 2015, CRA has advanced an alternate reassessing position, see Reassessments, remittance and next steps below for more information.

In September 2018, the Tax Court ruled that our marketing and trading structure involving foreign subsidiaries, as well as the related transfer pricing methodology used for certain intercompany uranium sales and purchasing agreements, were in full compliance with Canadian law for the tax years in question (2003, 2005 and 2006). On June 26, 2020 the Court of Appeal upheld the Tax Court’s decision.

Supreme Court of Canada decision

On February 18, 2021, the Supreme Court dismissed CRA’s application for leave to appeal the June 26, 2020 decision of the Court of Appeal. The dismissal means that the dispute for the 2003, 2005 and 2006 tax years is fully and finally resolved in our favour. Although not technically binding, there is nothing in the reasoning of the lower court decisions that should result in a different outcome for the 2007 through 2014 tax years, which were reassessed on the same basis.

Refund and cost award

The total tax reassessed for the three tax years was $11 million, and we remitted 50%. The Minister of National Revenue has issued new reassessments for the 2003 through 2006 tax years in accordance with the decision and in July we received payments totaling $9 million, representing the refund of the $5.5 million we remitted plus interest.

On April 20, 2021, we received $10 million from CRA, which includes payment of the legal fees awarded by the Tax Court as well as the cost awards related to the Court of Appeal and Supreme Court decisions.

In addition to the cost award for legal fees, in 2019, the Tax Court awarded us an amount for disbursements of up to $17 million. The actual amount of the award for disbursements will be determined by an officer of the Tax Court. We expect to recover all, or substantially all, of the $17 million in disbursements.

We anticipate further direction on our award for disbursements from the Tax Court in the first quarter of this year.

Reassessments, remittances and next steps

The Canadian income tax rules include provisions that generally require larger companies like us to remit or otherwise secure 50% of the cash tax plus related interest and penalties at the time of reassessment. While we have received a refund for the amounts remitted for the 2003 through 2006 reassessments as noted above, CRA continues to hold $777 million ($295 million in cash and $482 million in letters of credit) we paid or secured for the years 2007 through 2013. For the 2014 and 2015 reassessments, CRA did not require additional security to secure the tax debts they considered owing.

MANAGEMENT’S DISCUSSION AND ANALYSIS    37

Following the Supreme Court’s dismissal of CRA’s application for leave to appeal, we wrote to CRA requesting reversal of CRA’s transfer pricing adjustments for 2007 through 2013 and the return of our $777 million in cash and letters of credit. Given the strength of the court decisions received, our request was made on the basis that the Tax Court would reject any attempt by CRA to defend its reassessments for the 2007 through 2013 tax years applying the same or similar positions already denied for previous years. Due to a lack of significant progress in response to our request, in October 2021, we filed a notice of appeal with the Tax Court for the years 2007 through 2013. We are asking the Tax Court to order the reversal of the CRA’s transfer pricing adjustment for those years and the return of our cash and letters of credit, with costs.

In 2020, CRA advanced an alternate reassessing position for the 2014 tax year in the event the basis for its original reassessment, noted above, is unsuccessful. In late 2021, we received a reassessment for the 2015 tax year using this alternative reassessing position. The new basis of reassessment is inconsistent with the methodology CRA has pursued for prior years and we are disputing it separately. Our view is that this alternate methodology will not result in a materially different outcome from our 2014 or 2015 filing positions.

We will not be in a position to determine the definitive outcome of this dispute for any tax year other than 2003 through 2006 until such time as all reassessments have been issued advancing CRA’s arguments and final resolution is reached for that tax year. CRA may also advance alternative reassessment methodologies for years other than 2003 through 2006, such as the alternative reassessing position advanced for 2014 and 2015.

Caution about forward-looking information relating to our CRA tax dispute

This discussion of our expectations relating to our tax dispute with CRA and future tax reassessments by CRA is forward-looking information that is based upon the assumptions and subject to the material risks discussed under the heading Caution about forward-looking information beginning on page 2 and also on the more specific assumptions and risks listed below. Actual outcomes may vary significantly.

Assumptions

• our entitlement and ability to receive the expected refunds and payments from CRA

• the courts will reach consistent decisions for subsequent tax years that are based on similar positions and arguments

• CRA will not successfully advance different positions and arguments that may lead to a different outcome for other tax years

Material risks that could cause actual results to differ materially

• we will not receive the expected refunds and payments from CRA

• the possibility the courts may accept the same, similar or different positions and arguments advanced by CRA to reach decisions that are adverse to us for other tax years

• the possibility that we will not be successful in eliminating all double taxation

• the possibility that CRA does not agree that the court decisions for the years that have been resolved in Cameco’s favour should apply to subsequent tax years

• the possibility CRA will not return all or substantially all of the cash and security that has been paid or otherwise secured by Cameco in a timely manner, or at all

• the possibility of a materially different outcome in disputes for other tax years

• an unfavourable determination of the officer of the Tax Court of the amount of our disbursements award

Tax outlook for 2022

Our consolidated tax rate is a blend of the statutory rates applicable to taxable income earned or tax losses incurred in Canada and in our foreign subsidiaries. We have a global customer base and we have established a marketing and trading structure involving foreign subsidiaries, which entered into various intercompany purchase and sale arrangements, as well as uranium purchase and sale agreements with third parties. Cameco and its subsidiaries made reasonable efforts to put arm’s-length transfer pricing arrangements in place, and these arrangements expose the parties to the risks and rewards accruing to them under these contracts. The intercompany contract prices are generally comparable to those established in comparable contracts between arm’s-length parties entered into at that time. In 2017, we changed our global marketing organization to consolidate our international activities in Canada in order to achieve efficiencies. The existing purchase and sale arrangements will continue to be in place until they expire. As the existing contracts expire, we anticipate that more income will be earned in Canada.

38    CAMECO CORPORATION

We continue to expect our consolidated tax rate will trend toward the Canadian statutory rate in the longer term. The actual effective tax rate will vary from year-to-year, primarily due to the actual distribution of earnings among jurisdictions and the market conditions at the time transactions occur under both our intercompany and third-party purchase and sale arrangements.

FOREIGN EXCHANGE

The exchange rate between the Canadian dollar and US dollar affects the financial results of our uranium and fuel services segments.

We sell the majority of our uranium and fuel services products under long-term sales contracts, which are routinely denominated in US dollars. Our product purchases are denominated in US dollars while our production costs are largely denominated in Canadian dollars. To provide cash flow predictability we hedge a portion of our net US/Cdn exposure (e.g. total US dollar sales less US dollar expenditures and product purchases) to manage shorter term exchange rate volatility.

Our risk management policy is based on a 60-month period and permits us to hedge 35% to 100% of our expected net exposure in the first 12-month period. Our normal practice is to layer in hedge contracts over a three- to four-year period with the hedge percentage being highest in the first 12 months and decreasing hedge percentages in subsequent years. The portion of our net exposure that remains unhedged is subject to prevailing market exchange rates for the period. Therefore, our results are affected by the movements in the exchange rate on our hedge portfolio (explained below), and on the unhedged portion of our net exposure. A weakening Canadian dollar would have a positive effect on the unhedged exposure, and a strengthening Canadian dollar would have a negative effect

Impact of hedging on IFRS earnings

We do not use hedge accounting under IFRS and, therefore, we are required to report gains and losses on all hedging activity, both for contracts that close in the period and those that remain outstanding at the end of the period. For the contracts that remain outstanding, we must treat them as though they were settled at the end of the reporting period (mark-to-market).

However, we do not believe the gains and losses that we are required to report under IFRS appropriately reflect the intent of our hedging activities, so we make adjustments in calculating our ANE to better reflect the impact of our hedging program in the applicable reporting period.

Impact of hedging on ANE

We designate contracts for use in particular periods, based on our expected net exposure in that period. Hedge contracts are layered in over time based on this expected net exposure. The result is that our current hedge portfolio is made up of a number of contracts which are currently designated to net exposures we expect in 2022 and future years and we will recognize the gains or losses in ANE in those periods.

For the purposes of ANE, gains and losses on derivatives are reported based on the difference between the effective hedge rate of the contracts designated for use in the particular period and the exchange rate at the time of settlement. This results in an adjustment to current period IFRS earnings to effectively remove reported gains or losses on derivatives that arise from contracts put in place for use in future periods. The effective hedge rate will lag the market in periods of rapid currency movement. See Non-IFRS measures on page 33.

The table below provides a summary of our hedge portfolio at December 31, 2021. You can use this information to estimate the expected gains or losses on derivatives for 2022 on an ANE basis. However, if we add contracts to the portfolio that are designated for use in 2022 or if there are changes in the US/Cdn exchange rates in the year, those expected gains or losses could change.

MANAGEMENT’S DISCUSSION AND ANALYSIS    39

HEDGE PORTFOLIO SUMMARY

DECEMBER 31, 2021 ($ MILLIONS)		2022			AFTER 2022			TOTAL
US dollar forward contracts	($ millions)		210			330			540
Average contract rate 1	(US/Cdn dollar)		1.34			1.28			1.30
US dollar option contracts	($ millions)		120			70			190
Average contract rate range1	(US/Cdn dollar)		1.32 to 1.36			1.30 to 1.34			1.31 to 1.36
Total US dollar hedge contracts	($ millions)		330			400			730
Average hedge rate range	(US/Cdn dollar)		1.33 to 1.35			1.28 to 1.30			1.31 to 1.33
Hedge ratio2			51	%		9	%		14	%

¹ The average contract rate is the weighted average of the rates stipulated in the outstanding contracts.

² Hedge ratio is calculated by dividing the amount (in foreign currency) of outstanding derivative contracts by estimated future net exposures.

At December 31, 2021:

• The value of the US dollar relative to the Canadian dollar was $1.00 (US) for $1.26 (Cdn), down from $1.00 (US) for $1.27 (Cdn) at December 31, 2020. The exchange rate averaged $1.00 (US) for $1.25 (Cdn) over the year.

• The mark-to-market position on all foreign exchange contracts was a $28 million gain compared to a $41 million gain at December 31, 2020. The mark-to-market position is a component of gain on derivatives as shown on the statement of earnings and calculated in accordance with IFRS.

We manage counterparty risk associated with hedging by dealing with highly rated counterparties and limiting our exposure. At December 31, 2021, all of our hedging counterparties had a Standard & Poor’s (S&P) credit rating of A or better.

For information on the impact of foreign exchange on our intercompany balances, see note 26 to the financial statements.

40    CAMECO CORPORATION

Outlook for 2022

Our outlook for 2022 reflects the expenditures necessary to help us achieve our strategy, including the ramp-up to planned production of 15 million pounds per year (100% basis) at McArthur River/Key Lake by 2024. As in prior years, we will incur care and maintenance costs for the ongoing outage at our tier-two assets, which are expected to be between $50 million and $60 million. We also expect to incur between $15 million and $17 million per month at McArthur River/Key Lake in operational readiness costs which will be expensed directly to cost of sales until we achieve a reasonable production rate.

The production outlook reflects the expected impact of the delays and deferrals to development work at Cigar Lake in 2021 and the ongoing pandemic and supply chain challenges we are currently experiencing at all our operations. We will work to mitigate and minimize any disruptions to our operations.

We expect our business to remain resilient. From a cash perspective, we expect to continue to maintain a significant cash balance. We expect to continue to generate cash from operations. The amount of cash generated will be dependent on the timing and volume of production at McArthur River, and the extent to which COVID-related disruptions including supply chain challenges impact our operations and the resulting magnitude of our purchasing activity. Therefore, our cash balances may fluctuate throughout the year.

See 2021 Financial results by segment on page 49 for details.

2021 outlook compared to actual

Our actual results were largely in-line with the outlook provided in our third quarter MD&A. In 2021 we started the year with Cigar Lake suspended due to the uncertainty created by the COVID-19 pandemic. Based on the restart of the Cigar Lake mine in April, we set a production target for Cigar Lake of up to 6 million pounds (our share). We achieved 6.1 million pounds production at Cigar Lake in 2021.

Capital expenditures for 2021 were $99 million, lower than our outlook of $130 to $155 million, as a result of the deferral of project work to 2022.

2022 FINANCIAL OUTLOOK

	CONSOLIDATED	URANIUM	FUEL SERVICES
Production (owned and operated properties)	—	up to 11 million lbs	12.5 to 13.5 million kgU
Purchases	—	11 to 13 million lbs	—
Sales/delivery volume	—	23 to 25 million lbs	10.5 to 11.5 million kgU
Revenue	$1,500 to 1,650 million	$1,150 to 1,240 million	$340-370 million
Average realized price	—	$50.90/lb	—
Average unit cost of sales (including D&A)	—	$50.00-51.00/lb1	$21.50-22.50/kgU2
Direct administration costs	$125-135 million	—	—
Exploration costs	—	$11 million	—
Capital expenditures	$150-175 million	—	—

¹ Uranium average unit cost of sales is calculated as the cash and non-cash costs of the product sold, royalties, care and maintenance and selling costs, divided by the volume of uranium concentrates sold.

² Fuel services average unit cost of sales is calculated as the cash and non-cash costs of the product sold, transportation and weighing and sampling costs, as well as care and maintenance costs, divided by the volume of products sold.

We do not provide an outlook for the items in the table that are marked with a dash.

The following assumptions were used to prepare the outlook in the table above:

• Production – we achieve 11 million pounds of production (our share) in our uranium segment. If we do not achieve 11 million pounds, the outlook for the uranium segment could vary.

MANAGEMENT’S DISCUSSION AND ANALYSIS    41

• Purchases – are based on the volumes we currently have commitments to acquire under contract in 2022, including our JV Inkai purchases, and it includes additional volumes we are required to purchase in order to meet the sales/delivery commitments we have under contract in 2022 and maintain a working inventory. It does not include any purchases that we may make as a result of the impact of any delays or disruptions to production for any reason, including disruptions caused by the COVID-19 pandemic and related supply chain challenges.

• Our 2022 outlook for sales/delivery volume does not include sales between our uranium and fuel services segments.

• Sales/delivery volume is based on the volumes we currently have commitments to deliver under contract in 2022.

• Uranium revenue and average realized price are based on a uranium spot price of $42.10 (US) per pound (the UxC spot price as of December 31, 2021), a long-term price indicator of $40.50 (US) per pound (the UxC long-term indicator on December 31, 2021) and an exchange rate of $1.00 (US) for $1.27 (Cdn)

• Uranium average unit cost of sales (including D&A) is based on the expected unit cost of sales for produced material, the planned purchases noted in the outlook at an anticipated average purchase price of about $48.80 (Cdn) per pound and includes care and maintenance costs of between $50 million and $60 million, and operational readiness costs at McArthur River and Key Lake operations of between $15 million and $17 million per month until a reasonable level of production is achieved. We expect overall unit cost of sales could vary if there are changes in production and purchase volumes, uranium spot prices, care and maintenance costs and/or operational readiness costs in 2022.

Our 2022 financial outlook is presented on the basis of equity accounting for our minority ownership interest in JV Inkai. Under equity accounting, our share of the profits earned by JV Inkai on the sale of its production will be included in “income from equity-accounted investees” on our consolidated statement of earnings. Our share of production will be purchased at a discount to the spot price and included at this value in inventory. In addition, JV Inkai capital is not included in our outlook for capital expenditures. Please see Inkai Planning for the future on pages 71 and 72 for more details.

The following table shows how changes in the exchange rate or uranium prices can impact our outlook. For more details on the impact of exchange rates, also see Foreign exchange on page 39.

		IMPACT ON:
FOR 2022 ($ MILLIONS)	CHANGE	REVENUE			ANE			CASH FLOW
Uranium spot and long-term price1	$5(US)/lb increase		68			29			16
	$5(US)/lb decrease		(76	)		(35	)		(24	)
Value of Canadian dollar vs US dollar	One cent decrease in CAD		11			4			3
	One cent increase in CAD		(11	)		(4	)		(3	)

1 Assuming change both UxC spot price ($42.10 (US) per pound on December 27, 2021) and the UxC long-term price indicator ($40.50 (US) per pound on December 27, 2021).

PRICE SENSITIVITY ANALYSIS: URANIUM SEGMENT

As discussed under the Long-term contracting section on page 20, our portfolio of long-term contracts includes a mix of base-escalated and market-related contracts. Each contract is bilaterally negotiated with the customer and is subject to terms of confidentiality. Therefore, to help understand how the pricing under our current portfolio of commitments is expected to react at various spot prices at December 31, 2021, we have constructed the table below.

The table is based on the pricing terms under the long-term commitments in our contract portfolio that have been fully executed as at December 31, 2021. Based on the terms and volumes under those commitments, the table is designed to indicate how our average realized price will react under various spot price assumptions at a point in time. At year-end, the annual average sales commitments under our contract portfolio at December 31, 2021 are 18 million pounds per year, with commitment levels in 2022, 2023 and 2024 higher than the average and in 2025 and 2026 lower than the average. As the market improves, we expect to continue to layer in volumes capturing greater upside using market-related pricing mechanisms. In this table, we do not consider the impact on our average realized price of volumes under negotiation and those not yet committed under contract. In other words, the prices shown in the table would only be realized if the contract portfolio remained exactly as it was on December 31, 2021, using the following assumptions:

• The uranium price remains fixed at a given spot level for each annual period shown

• Deliveries based on commitments under contracts include best estimates of the expected deliveries under contract terms

• To reflect escalation mechanisms contained in existing contracts, the long-term US inflation rate of 2% is used, for modeling purposes only

42    CAMECO CORPORATION

It is important to note, that the table is not a forecast of prices we expect to receive. The prices we actually realize will be different from the prices shown in the table. We intend to update this table each quarter in our MD&A to reflect deliveries made and changes to our contract portfolio. As a result, we expect the table to change from quarter to quarter.

Expected realized uranium price sensitivity under various spot price assumptions at December 31, 2021

(rounded to the nearest $1.00) SPOT PRICES ($US/lb U3O8)	$20		$40		$60		$80		$100		$120		$140
2022		29		39		48		55		59		62		65
2023		28		39		50		57		61		63		66
2024		30		39		49		54		57		58		58
2025		31		40		52		60		64		66		68
2026		33		40		53		61		66		71		74

Liquidity and capital resources

Our financial objective is to ensure we have the cash and debt capacity to fund our operating activities, investments and other financial obligations in order to execute our strategy and to allow us to self-manage risk. We have a number of alternatives to fund future capital requirements, including using our operating cash flow, drawing on our existing credit facilities, entering new credit facilities, and raising additional capital through debt or equity financings. We are always considering our financing options so we can take advantage of favourable market conditions when they arise. In addition, due to the deliberate cost reduction measures we have implemented, we have continued to have positive cash from operations and as a result, we have significant cash balances.

At the end of 2021, we had cash and cash equivalents and short-term investments of $1.3 billion, while our total debt amounted to $996 million.

We have large, creditworthy customers that continue to need uranium even during weak economic conditions, and we expect the uranium contract portfolio we have built to continue to provide a solid revenue stream. From 2022 through 2026, we have commitments to deliver an average of 18 million pounds per year, with commitment levels in 2022, 2023 and 2024 higher than in 2025 and 2026.

The health and safety of our employees, their families and their communities is our priority as the COVID-19 pandemic continues to bring uncertainty and could have an impact on both the sources and uses of liquidity.

We expect a return to production at McArthur River/Key Lake will be positive for cash flow. It will allow us to source more of our committed sales from lower-cost produced pounds and we will no longer be required to expense care and maintenance costs directly to cost of sales. Until we achieve a reasonable production rate, we expect to incur between $15 million to $17 million per month in operational readiness costs, which will be expensed directly to cost of sales. Therefore, cash flow from operations for 2022 will be dependent on the timing and volume of McArthur River/Key Lake production, the timing and volume of Cigar Lake production and the timing and magnitude of our purchasing activity, as a result cash balances may fluctuate throughout the year. However, we expect our cash balances and operating cash flows to meet our capital requirements during 2022.

With the Supreme Court’s dismissal of CRA’s application for leave, the dispute of the 2003 through 2006 tax years are fully and finally resolved in our favour. Furthermore, we are confident the courts would reject any attempt by CRA to utilize the same or similar positions and arguments for the other tax years currently in dispute (2007 through 2014) and believe CRA should return the $777 million in cash and letters of credit we have been required to pay or otherwise secure. As such, we have filed notice of appeal to the Tax Court however, timing of any further payments is uncertain. See page 37 for more information.

MANAGEMENT’S DISCUSSION AND ANALYSIS    43

FINANCIAL CONDITION

	2021			2020
Cash position ($ millions)
(cash and cash equivalents and short-term investments)		1,332			943
Cash provided by operations ($ millions)
(net cash flow generated by our operating activities after changes in working capital)		458			57
Cash provided by operations/net debt1
(net debt is total consolidated debt, less cash position)		-136	%		109	%
Net debt/total capitalization1
(total capitalization is net debt and equity)		-7	%		1	%

¹ As at December 31, 2021, Cameco was negative net debt due to our strong cash position.

CREDIT RATINGS

The credit ratings assigned by external ratings agencies are important as they impact our ability to raise capital at competitive pricing to support our business operations and execute our strategy.

Third-party ratings for our commercial paper and senior debt as of February 8, 2022:

SECURITY	DBRS	S&P
Commercial paper	R-2 (middle)		A-3
Senior unsecured debentures	BBB		BBB-
Rating trend / rating outlook	Stable1		Negative	2

¹ On May 28, 2020, DBRS changed Cameco’s rating trend to stable. On June 3, 2021, DBRS confirmed the rating and outlook.

² On March 11, 2020, S&P changed Cameco’s rating outlook to negative. On March 12, 2021, S&P affirmed the rating and outlook.

The rating agencies may revise or withdraw these ratings if they believe circumstances warrant. The rating trend/outlook represents the rating agency’s assessment of the likelihood and direction that the rating could change in the future.

A change in our credit ratings could affect our cost of funding and our access to capital through the capital markets.

Liquidity

($ MILLIONS)	2021			2020
Cash and cash equivalents at beginning of year		943			1,062
Cash from operations		458			57
Investment activities
Additions to property, plant and equipment and acquisitions		(99	)		(77	)
Other investing activities		79			1
Financing activities
Change in debt		—			(2	)
Interest paid		(39	)		(66	)
Other financing activities		(3	)		(3	)
Issue of shares		27			5
Dividends		(32	)		(32	)
Exchange rate on changes on foreign currency cash balances		(2	)		(2	)
Cash and cash equivalents and short-term investments at end of year		1,332			943

CASH FROM OPERATIONS

Cash from operations was higher than in 2020 due largely to the purchasing activity that was a result of the Cigar Lake production suspension and higher sales commitments in 2020. Purchases in 2021 were 11.1 million pounds compared to 36.2 million pounds in 2020. Not including working capital requirements, our operating cash flows in the year were down $79 million. See note 23 to the financial statements.

INVESTING ACTIVITIES

Cash used in investing includes acquisitions and capital spending.

44    CAMECO CORPORATION

Capital spending

We classify capital spending as sustaining, capacity replacement or growth. As a mining company, sustaining capital is the money we spend to keep our facilities running in their present state, which would follow a gradually decreasing production curve, while capacity replacement capital is spent to maintain current production levels at those operations. Growth capital is money we invest to generate incremental production, and for business development.

Capital expenditures for 2021 were $99 million, lower than our outlook of $130 million to $155 million, as a result of the deferral of project work to 2022.

Outlook for investing activities

CAMECO’S SHARE ($ MILLIONS)	2022 PLAN		2023 PLAN		2024 PLAN
Total uranium & fuel services		150-175		100-150		100-150
Sustaining capital		110-125		75-105		75-105
Capacity replacement capital		40-50		25-45		25-45
Growth capital		—		—		—

Our 2022, 2023 and 2024 capital spending estimates assume that we engage in operational readiness activities at McArthur River/Key Lake to reach our 2024 production plan and are able to mitigate the risks posed by the COVID-19 pandemic and supply chain disruptions at all our operations.

Our estimate for capital spending in 2022 has been increased to between $150 million and $175 million (previously between $50 million and $100 million) due to the capital required for operational readiness activities and the rescheduling of some expenditures planned in 2021 to 2022.

Capital expenditures for JV Inkai are expected to be covered by JV Inkai cash flows in 2022 and are included in our overall equity investment.

Major sustaining and capacity replacement expenditures in 2022 include:

• Fuel services – continued work on our Vision in Motion project

• Cigar Lake – underground development and necessary ground freezing infrastructure to meet production targets

• McArthur River/Key Lake – capital required for operational readiness to reach the 2024 planned production of 15 million pounds per year (100% basis)

• Our investment in digital and automation technologies

This information regarding currently expected capital expenditures for future periods is forward-looking information and is based upon the assumptions and subject to the material risks discussed on pages 3 and 4. Our actual capital expenditures for future periods may be significantly different.

FINANCING ACTIVITIES

Cash from financing includes borrowing and repaying debt, and other financial transactions including paying dividends and providing financial assurance.

MANAGEMENT’S DISCUSSION AND ANALYSIS    45

Long-term contractual obligations

DECEMBER 31 ($ MILLIONS)	2022		2023 AND 2024		2025 AND 2026		2027 AND BEYOND		TOTAL
Long-term debt		—		500		—		500		1,000
Interest on long-term debt		38		65		34		93		230
Provision for reclamation		45		66		71		918		1,100
Provision for waste disposal		1		4		3		—		8
Other liabilities		4		8		2		85		99
Capital commitments		53		—		—		—		53
Total		141		643		110		1,596		2,490

We have contractual capital commitments of approximately $53 million at December 31, 2021. Certain of the contractual commitments may contain cancellation clauses; however, we disclose the commitments based on management’s intent to fulfil the contracts.

We have sufficient borrowing capacity with available unsecured lines of credit totalling about $2.7 billion, which include the following:

• A $1.0 billion unsecured revolving credit facility that matures October 1, 2025. Each calendar year, upon mutual agreement, the facility can be extended for an additional year. We may increase the revolving credit facility above $1.0 billion, by increments of no less than $50 million, up to a total of $1.25 billion. The facility ranks equally with all of our other senior debt. At December 31, 2021, there were no amounts outstanding under this facility and we do not expect to need to draw on this facility in 2022.

• At December 31, 2021, we had approximately $1.6 billion outstanding in financial assurances provided by various financial institutions. We use these facilities mainly to provide financial assurance for future decommissioning and reclamation of our operating sites, for our obligations relating to the CRA dispute, and as overdraft protection.

In total we have $1.0 billion in senior unsecured debentures outstanding:

• $500 million bearing interest at 4.19% per year, maturing on June 24, 2024

• $400 million bearing interest at 2.95% per year, maturing on October 21, 2027

• $100 million bearing interest at 5.09% per year, maturing on November 14, 2042

Debt covenants

Our revolving credit facility includes the following financial covenants:

• our funded debt to tangible net worth ratio must be 1:1 or less

• other customary covenants and events of default

Funded debt is total consolidated debt less non-recourse debt, $100 million in letters of credit, cash and cash equivalents and short-term investments.

Not complying with any of these covenants could result in accelerated payment and termination of our revolving credit facility. At December 31, 2021, we complied with all covenants, and we expect to continue to comply in 2022.

OFF-BALANCE SHEET ARRANGEMENTS

We had three kinds of off-balance sheet arrangements at the end of 2021:

• purchase commitments

• financial assurances

• other arrangements

46    CAMECO CORPORATION

Purchase commitments

We make purchases under long-term contracts where it is beneficial for us to do so and in order to support our long-term contract portfolio. The following table is based on our purchase commitments in our uranium and fuel services segments at December 31, 2021² but does not include purchases of our share of Inkai production. These commitments include a mix of fixed-price and market-related contracts. Actual payments will be different as a result of changes to our purchase commitments and, in the case of contracts with market-related pricing, the market prices in effect at the time of delivery. We will update this table as required in our MD&A to reflect material changes to our purchase commitments and changes in the prices used to estimate our commitments under market-related contracts.

DECEMBER 31, 2021 ($ MILLIONS)	2022		2023 AND 2024		2025 AND 2026		2027 AND BEYOND		TOTAL
Purchase commitments1,2		224		207		258		175		864

¹ Denominated in US dollars and Japanese yen, converted from US dollars to Canadian dollars at the rate of 1.27 and from Japanese yen to Canadian dollars at the rate of $0.01.

² These amounts have been adjusted for any additional purchase commitments that we have entered into since December 31, 2021 but does not include deliveries taken under contract since December 31, 2021.

We have commitments of $864 million (Cdn) for the following:

• approximately 19 million pounds of U₃O₈ equivalent from 2022 to 2028

• approximately 0.8 million kgU as UF₆ in conversion services from 2022 to 2024

• about 0.9 million Separative Work Units (SWU) of enrichment services to meet existing forward sales commitments under agreements with a non-Western supplier

The suppliers do not have the right to terminate agreements other than pursuant to customary events of default provisions.

Financial assurances

We use standby letters of credit and surety bonds mainly to provide financial assurance for the decommissioning and reclamation of our mining and conversion facilities as well as for our obligations relating to the CRA dispute. We are required to provide financial assurances to various regulatory agencies until decommissioning and reclamation activities are complete. We are also providing letters of credit until the CRA dispute is resolved. Our financial assurances renew automatically on an annual basis, unless otherwise advised by the issuing institution. At December 31, 2021 our financial assurances totaled $1.6 billion, the same as at December 31, 2020.

Other arrangements

We have arranged for standby product loan facilities with various counterparties. The arrangements allow us to borrow up to 2.0 million kgU of UF₆ conversion services and 2.6 million pounds of U₃O₈ over the period 2020 to 2023 with repayment in kind up to December 31, 2023. Under the loan facilities, standby fees of up to 1% are payable based on the market value of the facilities and interest is payable on the market value of any amounts drawn at rates ranging from 0.5% to 1.6%. At December 31, 2021, we have 1.1 million kgU of UF₆ conversion services drawn on the loans.

BALANCE SHEET

DECEMBER 31, ($ MILLIONS EXCEPT PER SHARE AMOUNTS)	2021		2020		2019		CHANGE 2020 TO 2021
Inventory		410		680		321		(40	)%
Total assets		7,518		7,581		7,427		(1	)%
Total non-current liabilities		2,258		2,318		2,155		(3	)%
Dividends per common share		0.08		0.08		0.08		—

Total product inventories decreased by 40% to $410 million this year as sales were higher than production and purchases during the year. At December 31, 2021, our average cost for uranium was $38.30 per pound, up from $38.01 per pound at December 31, 2020. As of December 31, 2021, we held an inventory of 8 million pounds of U₃O₈ equivalent (excluding broken ore).

MANAGEMENT’S DISCUSSION AND ANALYSIS    47

At the end of 2021, our total assets amounted to $7.5 billion, a decrease of 1% compared to 2020, due mainly to lower inventories which were largely offset by an increase in cash and investment balances. In 2020, the total asset balance increased by $0.2 billion compared to 2019, due mainly to higher inventories.

The major components of long-term financial liabilities are long-term debt, the provision for reclamation, accrued pension and post-retirement benefit liability, deferred sales and financial derivatives.

48    CAMECO CORPORATION

2021 financial results by segment

Uranium

HIGHLIGHTS		2021			2020		CHANGE
Production volume (million lbs)			6.1			5.0		22	%
Sales volume (million lbs)			24.3			30.7		(21	)%
Average spot price	($US/lb)		35.28			29.96		18	%
Average long-term price	($US/lb)		36.81			34.63		6	%
Average realized price	($US/lb)		34.53			34.39		—
	($Cdn/lb)		43.34			46.13		(6	)%
Average unit cost of sales (including D&A)	($Cdn/lb)		47.80			45.53		5	%
Revenue ($ millions)			1,055			1,416		(25	)%
Gross profit (loss) ($ millions)			(108	)		18		(700	)%
Gross profit (loss) (%)			(10	)		1		(1100	)%

Production volumes in 2021 increased by 22% compared to 2020. See Uranium – production overview on page 61 for more information.

Uranium revenues this year were down 25% compared to 2020 due to a decrease in sales volumes of 21% and a decrease of 6% in the Canadian dollar average realized price. Although the spot price for uranium averaged $35.28 (US) per pound in 2021, an increase of 18% compared to the 2020 average price of $29.96 (US) per pound, the average realized price was 6% lower compared to the same period in 2020 primarily due to the strengthening of the Canadian dollar compared to 2020.

Total cost of sales (including D&A) decreased by 17% ($1.16 billion compared to $1.40 billion in 2020) due to a decrease in sales volume of 21% partially offset by a 5% increase in unit cost of sales. Unit cost of sales is higher than in the same period in 2020 due to the higher cost of purchased material and the higher unit cost impact of fixed care and maintenance costs resulting from lower sales volumes.

The net effect was a $126 million decrease in gross profit for the year.

The following table shows the costs of produced and purchased uranium incurred in the reporting periods (non-IFRS measures, see below). These costs do not include care and maintenance costs, selling costs such as royalties, transportation and commissions, nor do they reflect the impact of opening inventories on our reported cost of sales.

($CDN/LB)	2021		2020		CHANGE
Produced
Cash cost		16.17		16.24		—
Non-cash cost		17.18		15.10		14	%
Total production cost 1		33.35		31.34		6	%
Quantity produced (million lbs)1		6.1		5.0		22	%
Purchased
Cash cost1		42.30		39.66		7	%
Quantity purchased (million lbs)1		11.1		36.2		(69	)%
Totals
Produced and purchased costs		39.13		38.65		1	%
Quantities produced and purchased (million lbs)		17.2		41.2		(58	)%

¹ Due to equity accounting for JV Inkai, our share of production is shown as a purchase at the time of delivery. JV Inkai purchases will fluctuate during the quarters and timing of purchases will not match production. In 2021 we purchased 5.2 million pounds at a purchase price per pound of $45.31 ($36.03 (US)) (2020 – 4.0 million pounds at a purchase price per pound of $36.63 ($27.66 (US))).

Over the last two years the annual cash cost of production has averaged $16.21 per pound at Cigar Lake, slightly higher than the estimated life of mine cost of between $15 and $16 per pound, as a result of the impacts of COVID-19. In 2022 and 2023, our cash production costs may continue to be affected by the impacts of the COVID-19 pandemic, as well as timing and rate of production at the McArthur River/Key Lake operation. Once we achieve the 2024 planned production, the average unit operating costs at Cigar Lake may increase as production declines.

MANAGEMENT’S DISCUSSION AND ANALYSIS    49

The benefit of the estimated life-of-mine operating cost for Inkai’s production of between $6 and $7 per pound, is expected to be reflected in the line item on our statement of earnings called “share of earnings from equity-accounted investee”.

Our purchases in 2021, totaled about $470 million, representing an average annual cost of $42.30 per pound, about $9.90 per pound higher than the average production cost at Cigar Like for 2021 and 2020. Although purchased pounds are transacted in US dollars, we account for the purchases in Canadian dollars. In the year, the average cash cost of purchased material was $42.30 (Cdn), or $33.73 (US) per pound, compared to $39.66 (Cdn), or $29.17 (US) per pound in the same period in 2020.

Cash cost per pound, non-cash cost per pound and total cost per pound for produced and purchased uranium presented in the above table are non-IFRS measures. These measures do not have a standardized meaning or a consistent basis of calculation under IFRS. We use these measures in our assessment of the performance of our uranium business. We believe that, in addition to conventional measures prepared in accordance with IFRS, certain investors use this information to evaluate our performance and ability to generate cash flow.

These measures are non-standard supplemental information and should not be considered in isolation or as a substitute for measures of performance prepared according to accounting standards. These measures are not necessarily indicative of operating profit or cash flow from operations as determined under IFRS. Other companies may calculate these measures differently, so you may not be able to make a direct comparison to similar measures presented by other companies.

To facilitate a better understanding of these measures, the following table presents a reconciliation of these measures to our unit cost of sales for the years ended 2021 and 2020 as reported in our financial statements.

CASH AND TOTAL COST PER POUND RECONCILIATION

($ MILLIONS)	2021			2020
Cost of product sold		1,028.8			1,243.3
Add / (subtract)
Royalties		(15.2	)		(15.5	)
Other selling costs		(4.6	)		(12.1	)
Care and maintenance and severance costs		(156.7	)		(138.5	)
Change in inventories		(284.1	)		439.7
Cash operating costs (a)		568.2			1,516.9
Add / (subtract)
Depreciation and amortization		134.6			154.6
Care and maintenance costs		(52.9	)		(57.5	)
Change in inventories		23.1			(21.6	)
Total operating costs (b)		673.0			1,592.4
Uranium produced & purchased (million lbs) (c)		17.2			41.2
Cash costs per pound (a ÷ c)		33.03			36.82
Total costs per pound (b ÷ c)		39.13			38.65

ROYALTIES

We pay royalties on the sale of all uranium extracted at our mines in the province of Saskatchewan. Two types of royalties are paid:

• Basic royalty: calculated as 5% of gross sales of uranium, less the Saskatchewan resource credit of 0.75%.

• Profit royalty: a 10% royalty is charged on profit up to and including $24.38/kg U₃O₈ ($11.06/lb) and a 15% royalty is charged on profit in excess of $24.38/kg U₃O₈. Profit is determined as revenue less certain operating, exploration, reclamation and capital costs. Both exploration and capital costs are deductible at the discretion of the producer.

As a resource corporation in Saskatchewan, we also pay a corporate resource surcharge of 3% of the value of resource sales.

URANIUM SEGMENT OUTLOOK

Based on the contracts we have in place, and not including sales between our segments, we expect to deliver between 23 million and 25 million pounds of U₃O₈ in 2022.

50    CAMECO CORPORATION

In addition, we expect to purchase between 11 million and 13 million pounds in 2022 to meet our sales commitments and maintain a working inventory. This includes our spot market purchases and other purchase commitments, including from JV Inkai.

Fuel services

(includes results for UF6, UO2, UO3 and fuel fabrication) HIGHLIGHTS		2021		2020		CHANGE
Production volume (million kgU)			12.1		11.7		3	%
Sales volume (million kgU)			13.6		13.5		1	%
Average realized price	($Cdn/kgU)		29.72		27.89		7	%
Average unit cost of sales (including D&A)	($Cdn/kgU)		21.02		20.76		1	%
Revenue ($ millions)			404		377		7	%
Gross profit ($ millions)			118		96		23	%
Gross profit (%)			29		25		16	%

Total revenue increased by 7% from 2020 due to a 7% increase in the realized price and a 1% increase in sales volume. The increase in realized price was mainly the result of contracts that were entered into in an improved price environment.

Total cost of products and services sold (including D&A) increased 2% ($286 million compared to $281 million in 2020), due to the 1% increase in sales volume and a 1% increase in average unit cost of sales compared to 2020 due to higher input costs.

The net effect was a $22 million increase in gross profit.

FUEL SERVICES SEGMENT OUTLOOK

In 2022, we plan to produce 12.5 million to 13.5 million kgU, and we expect sales volumes, not including intersegment sales, to be 10.5 million to 11.5 million kgU. Overall revenue is expected to be between $340 million and $370 million, slightly lower than 2021 due to lower committed sales volumes. We expect the average unit cost of sales (including D&A) to be between $21.50/kgU and $22.50/kgU.

MANAGEMENT’S DISCUSSION AND ANALYSIS    51

Fourth quarter financial results

Consolidated results

HIGHLIGHTS	THREE MONTHS ENDED DECEMBER 31
($ MILLIONS EXCEPT WHERE INDICATED)	2021		2020		CHANGE
Revenue		465		550		(15	)%
Gross profit		56		109		(49	)%
Net earnings attributable to equity holders		11		80		(86	)%
$ per common share (basic)		0.03		0.20		(85	)%
$ per common share (diluted)		0.03		0.20		(85	)%
Adjusted net earnings (non-IFRS, see page 33)		23		48		(52	)%
$ per common share (adjusted and diluted)		0.06		0.12		(50	)%
Cash provided by operations		59		257		(77	)%

NET EARNINGS

The following table shows what contributed to the change in net earnings and adjusted net earnings (non-IFRS measure, see page 33) in the fourth quarter of 2021 compared to the same period in 2020.

($ MILLIONS)		IFRS			Adjusted
Net earnings (losses) - 2020			80			48
Change in gross profit by segment
(we calculate gross profit by deducting from revenue the cost of products and services sold, and depreciation and amortization (D&A), net of hedging benefits)
Uranium	Lower sales volume		(20	)		(20	)
	Higher realized prices ($US)		10			10
	Foreign exchange impact on realized prices		(13	)		(13	)
	Higher costs		(47	)		(47	)
	change – uranium		(70	)		(70	)
Fuel services	Higher sales volume		4			4
	Higher realized prices ($Cdn)		11			11
	change – fuel services		15			15
Other changes

Lower administration expenditures	8		8
Lower exploration expenditures	1		1
Change in reclamation provisions	(10	)	—
Change in gains or losses on derivatives	(35	)	13
Change in foreign exchange gains or losses	7		7
Change in earnings from equity-accounted investments	16		16
Redemption of Series E debentures in 2020	24		24
Canadian Emergency Wage Subsidy	(37	)	(37	)
Change in income tax recovery or expense	19		5
Other	(7	)	(7	)
Net earnings - 2021	11		23

ADJUSTED NET EARNINGS

We use adjusted net earnings, a non-IFRS measure, as a more meaningful way to compare our financial performance from period to period. See page 33 for more information. The following table reconciles adjusted net earnings with our net earnings.

52    CAMECO CORPORATION

	THREE MONTHS ENDED DECEMBER 31
($ MILLIONS)	2021			2020
Net earnings attributable to equity holders		11			80
Adjustments
Adjustments on derivatives		5			(43	)
Adjustments on other operating expense (income)		10			—
Income taxes on adjustments		(3	)		11
Adjusted net earnings		23			48

ADMINISTRATION

	THREE MONTHS ENDED DECEMBER 31
($ MILLIONS)	2021		2020		CHANGE
Direct administration		28		31		(10	)%
Stock-based compensation		9		14		(36	)%
Total administration		37		45		(18	)%

Direct administration costs were $28 million in the quarter, $3 million lower than the same period last year. Stock-based compensation expenses were $5 million lower from the fourth quarter of 2020. See note 24 to the financial statements.

Quarterly trends

HIGHLIGHTS	2021											2020
($ MILLIONS EXCEPT PER SHARE AMOUNTS)	Q4		Q3			Q2			Q1			Q4		Q3			Q2			Q1
Revenue		465		361			359			290			550		379			525			346
Net earnings (loss) attributable to equity holders		11		(72	)		(37	)		(5	)		80		(61	)		(53	)		(19	)
$ per common share (basic)		0.03		(0.18	)		(0.09	)		(0.01	)		0.20		(0.15	)		(0.13	)		(0.05	)
$ per common share (diluted)		0.03		(0.18	)		(0.09	)		(0.01	)		0.20		(0.15	)		(0.13	)		(0.05	)
Adjusted net earnings (loss) (non-IFRS, see page 33)		23		(54	)		(38	)		(29	)		48		(78	)		(65	)		29
$ per common share (adjusted and diluted)		0.06		(0.14	)		(0.10	)		(0.07	)		0.12		(0.20	)		(0.16	)		0.07
Cash provided by (used in) operations (after working capital changes)		59		203			152			45			257		(66	)		(316	)		182

Key things to note:

• The timing of customer requirements, which tends to vary from quarter to quarter, drives revenue in the uranium and fuel services segments.

• Net earnings do not trend directly with revenue due to unusual items and transactions that occur from time to time. We use adjusted net earnings, a non-IFRS measure, as a more meaningful way to compare our results from period to period (see page 33 for more information).

• Cash from operations tends to fluctuate as a result of the timing of deliveries and product purchases in our uranium and fuel services segments.

• Quarterly results are not necessarily a good indication of annual results due to the variability in customer requirements noted above.

MANAGEMENT’S DISCUSSION AND ANALYSIS    53

The table that follows presents the differences between net earnings and adjusted net earnings for the previous seven quarters.

HIGHLIGHTS	2021												2020
($ MILLIONS EXCEPT PER SHARE AMOUNTS)	Q4			Q3			Q2			Q1			Q4			Q3			Q2			Q1
Net earnings (loss) attributable to equity holders		11			(72	)		(37	)		(5	)		80			(61	)		(53	)		(19	)
Adjustments
Adjustments on derivatives		5			26			(9	)		(9	)		(43	)		(31	)		(41	)		70
Adjustments on other operating expense (income)		10			(2	)		6			(22	)		—			7			23			(6	)
Income taxes on adjustments		(3	)		(6	)		2			7			11			7			6			(16	)
Adjusted net earnings (losses) (non-IFRS, see page 33)		23			(54	)		(38	)		(29	)		48			(78	)		(65	)		29

54    CAMECO CORPORATION

Fourth quarter financial results by segment

Uranium

		THREE MONTHS ENDED DECEMBER 31
HIGHLIGHTS		2021		2020		CHANGE
Production volume (million lbs)			2.8		2.8		—
Sales volume (million lbs)			6.5		8.6		(24	)%
Average spot price	($US/lb)		44.33		29.86		48	%
Average long-term price	($US/lb)		42.92		35.00		23	%
Average realized price	($US/lb)		39.65		38.43		3	%
	($Cdn/lb)		49.94		50.40		(1	)%
Average unit cost of sales (including D&A)	($Cdn/lb)		48.35		41.09		18	%
Revenue ($ millions)			323		436		(26	)%
Gross profit ($ millions)			10		80		(88	)%
Gross profit (%)			3		18		(83	)%

Production volumes this quarter were unchanged from the fourth quarter of 2020. See Uranium – production overview on page 61 for more information.

Uranium revenues were down 26% due to a 24% decrease in sales volume and a 1% decrease in the Canadian dollar average realized price. While the average spot price for uranium increased by 48% compared to the same period in 2020, our average realized price decreased by 1% as a result of lower prices on fixed-price contracts and the lagging effect of changes in spot price on market related prices. In addition, the Canadian dollar was stronger compared to the same period last year, $1.00 (US) for $1.26 (Cdn) compared to $1.00 (US) for $1.31 (Cdn) in the fourth quarter of 2020.

Total cost of sales (including D&A) decreased by 12% ($313 million compared to $355 million in 2020). This was primarily the result of the 24% decrease in sales volume as the average unit cost of sales increased by 18% due to the higher cost of purchased material and higher care and maintenance costs.

The net effect was a $70 million decrease in gross profit for the quarter.

The following table shows the costs of produced and purchased uranium incurred in the reporting periods. These costs do not include care and maintenance costs, selling costs such as royalties, transportation and commissions, nor do they reflect the impact of opening inventories on our reported cost of sales.

	THREE MONTHS ENDED DECEMBER 31
($/LB)	2021		2020		CHANGE
Produced
Cash cost		14.01		13.48		4	%
Non-cash cost		17.10		14.62		17	%
Total production cost 1		31.11		28.10		11	%
Quantity produced (million lbs)1		2.8		2.8		—
Purchased
Cash cost1		52.73		38.24		38	%
Quantity purchased (million lbs)1		3.3		5.7		(42	)%
Totals
Produced and purchased costs		42.81		34.90		23	%
Quantities produced and purchased (million lbs)		6.1		8.5		(28	)%

¹ Due to equity accounting for JV Inkai, our share of production will be shown as a purchase at the time of delivery. JV Inkai purchases will fluctuate during the quarters and timing of purchases will not match production. During the quarter, we purchased 2.2 million pounds at a purchase price per pound of $52.69 ($41.79 (US)) (Q4 2020 – 2.7 million pounds at a purchase price per pound of $37.14 ($28.17 (US))).

MANAGEMENT’S DISCUSSION AND ANALYSIS    55

Although purchased pounds are transacted in US dollars, we account for the purchases in Canadian dollars. In the fourth quarter, the average cash cost of purchased material was $52.73 (Cdn) per pound, or $41.87 (US) per pound in US dollar terms, compared to $38.24 (Cdn) per pound, or $29.21 (US) per pound in the fourth quarter of 2020.

Cash cost per pound, non-cash cost per pound and total cost per pound for produced and purchased uranium presented in the above table are non-IFRS measures. See page 49 for more information.

To facilitate a better understanding of these measures, the following table presents a reconciliation of these measures to our unit cost of sales for the fourth quarters of 2021 and 2020.

CASH AND TOTAL COST PER POUND RECONCILIATION

	THREE MONTHS ENDED DECEMBER 31
($ MILLIONS)	2021			2020
Cost of product sold		278.9			296.6
Add / (subtract)
Royalties		(5.0	)		(7.8	)
Other selling costs		(1.6	)		(1.3	)
Care and maintenance and severance costs		(36.8	)		(29.5	)
Change in inventories		(22.3	)		(2.5	)
Cash operating costs (a)		213.2			255.5
Add / (subtract)
Depreciation and amortization		34.2			58.6
Care and maintenance costs		(10.1	)		(11.4	)
Change in inventories		23.8			(6.1	)
Total operating costs (b)		261.1			296.6
Uranium produced & purchased (million lbs) (c)		6.1			8.5
Cash costs per pound (a ÷ c)		34.95			30.06
Total costs per pound (b ÷ c)		42.81			34.90

Fuel services

		THREE MONTHS ENDED DECEMBER 31
(includes results for UF6, UO2, UO3 and fuel fabrication) HIGHLIGHTS		2021		2020		CHANGE
Production volume (million kgU)			3.1		3.3		(6	)%
Sales volume (million kgU)			4.9		4.4		11	%
Average realized price	($Cdn/kgU)		28.80		26.29		10	%
Average unit cost of sales (including D&A)	($Cdn/kgU)		19.45		19.12		2	%
Revenue ($ millions)			140		115		22	%
Gross profit ($ millions)			46		32		44	%
Gross profit (%)			33		28		18	%

Total revenue increased by 22% due to an 11% increase in sales volumes and a 10% increase in average realized price. The increase in average realized price was mainly the result of contracts that were entered into in an improved price environment.

Total cost of sales (including D&A) increased by 14% to $95 million compared to the fourth quarter of 2020 due to the 11% increase in sales volumes and an increase of 2% in the average unit cost of sales, due to higher input costs.

The net effect was a $14 million increase in gross profit.

56    CAMECO CORPORATION

Operations and projects

This section of our MD&A is an overview of the mining properties we operate or have an interest in, our curtailed operations and our projects, what we accomplished this year, our plans for the future and how we manage risk.

58	MANAGING THE RISKS
61	URANIUM – PRODUCTION OVERVIEW
61	PRODUCTION OUTLOOK
62	URANIUM – TIER-ONE OPERATIONS
62	MCARTHUR RIVER MINE / KEY LAKE MILL
66	CIGAR LAKE
70	INKAI
73	URANIUM – TIER-TWO OPERATIONS
73	RABBIT LAKE
74	US ISR
75	URANIUM – ADVANCED PROJECTS
75	MILLENNIUM
75	YEELIRRIE
75	KINTYRE
77	URANIUM – EXPLORATION
78	FUEL SERVICES
78	BLIND RIVER REFINERY
79	PORT HOPE CONVERSION SERVICES
79	CAMECO FUEL MANUFACTURING INC. (CFM)
81	CORPORATE DEVELOPMENT

MANAGEMENT’S DISCUSSION AND ANALYSIS    57

Managing the risks

The nature of our operations means we face many potential risks and hazards that could have a significant impact on our business.

Below we list the risks that generally apply to all of our operations and advanced projects. We also talk about how we manage specific risks in each operation or project update. These risks could have a material impact on our business in the near term. These risks, however, are not a complete list of the potential risks our operations and advanced projects face. There may be others we are not aware of or risks we feel are not material today that could become material in the future.

We recommend you also review our annual information form, which includes a discussion of other material risks that could have an impact on our business.

Regulatory risks

A significant part of our economic value depends on our ability to:

• obtain and renew the licences and other approvals we need to restart, operate, to increase production at our mines and to develop new mines. If we do not receive the regulatory approvals we need, or do not receive them at the right time, then we may have to delay, modify or cancel a project, which could increase our costs and delay or prevent us from generating revenue from the project. Regulatory review, including the review of environmental matters, is a long and complex process.

• comply with the conditions in these licences and approvals. Our right to continue operating facilities, restart operations, increase production at our mines and develop new mines depends on our compliance with these conditions.

• comply with the extensive and complex laws and regulations that govern our activities. Environmental legislation imposes strict standards and controls on almost every aspect of our operations and projects, and is not only introducing new requirements, but also becoming more stringent. For example:

• we must complete the environmental assessment process before we can begin developing a new mine or, in some cases, make significant changes to our operations

• we may need regulatory approval to make changes to our operational processes, which can take a significant amount of time because it may require an extensive review of supporting technical information. The complexity of this process can be further compounded when regulatory approvals are required from multiple agencies.

• the federal government has introduced an Impact Assessment Act as well as a Canadian Navigable Waters Act along with significant revisions to the federal Fisheries Act. This legislation could impact the scope, timeliness and cost of approvals for projects and the revisions could impact existing operations.

• Federal requirements stemming from the Species at Risk Act are introducing significant uncertainty into the management of activities in northern Saskatchewan. One specific example includes the amended national recovery strategy for woodland caribou, which contains strategic directions that have the potential to impact economic and social development in northern Saskatchewan. As a requirement of this document, the province of Saskatchewan is responsible for developing range plans that outline population and habitat protection measures for activities conducted in northern Saskatchewan. Mitigation requirements, and other measures, could have an impact on Saskatchewan operations and advanced projects in northern Saskatchewan.

• A number of government or governmental bodies have introduced or are contemplating regulatory changes in response to the potential impacts of climate change. While we have a relatively small carbon footprint, our Canadian facilities could experience higher annual operating costs due to changes in GHG pricing and regulations, such as carbon pricing, the Canadian Clean Fuel Standard, and/or other policy changes.

We use significant management and financial resources to manage our regulatory risks.

Environmental risks

We have the safety, health and environmental risks associated with any mining and chemical processing company. Our uranium and fuel services segments also face unique risks associated with radiation.

58    CAMECO CORPORATION

Laws to protect the environment are becoming more stringent for members of the nuclear energy industry, including mining, milling and processing facilities, and have inter-jurisdictional aspects (both federal and provincial/state regimes are applicable). Once we have permanently stopped mining and processing activities at an operating site, we are required to decommission the site to the satisfaction of the regulators. We have developed preliminary decommissioning plans for our operating sites and use them to estimate our decommissioning costs. Regulators review and accept our preliminary decommissioning plans on a regular basis. As the site approaches or goes into decommissioning, regulators review the detailed decommissioning plans. This can result in further regulatory process, as well as additional requirements, costs and financial assurances.

We have submitted updates to all Saskatchewan operations’ Preliminary Decommissioning Plan (PDP) and Preliminary Decommissioning Cost Estimate (PDCE) documents in accordance with the five-year timeline specified in the regulations. Upon acceptance of the PDP and PDCE documents by the Saskatchewan Ministry of Environment and Canadian Nuclear Safety Commission (CNSC) staff, a formal Commission proceeding will be required for final approval of the PDP and PDCE by the Commission. All Saskatchewan mining operations have received the necessary approvals for the current PDP and PDCE and all required financial assurances are in place.

At the end of 2021, our estimate of total decommissioning and reclamation costs was $1.11 billion. This is the undiscounted value of the obligation and is based on our current operations. We had accounting provisions of $1.14 billion at the end of 2021 (the present value of the $1.11 billion). Regulatory approval is required prior to beginning decommissioning. Since we expect to incur most of these expenditures at the end of the useful lives of the operations they relate to, and none of our assets have approval for decommissioning, our expected costs for decommissioning and reclamation for the next five years are not material.

We provide financial assurances for decommissioning and reclamation such as letters of credit or surety bonds to regulatory authorities, as required. We had a total of about $1.01 billion in financial assurances supporting our reclamation liabilities at the end of 2021. All of our North American operations have financial assurances in place in connection with our preliminary plans for decommissioning of the sites.

Some of the sites we own or operate have been under ongoing investigation and/or remediation and planning as a result of historic soil and groundwater conditions.

We use significant management and financial resources to manage our environmental risks.

We manage environmental risks through our safety, health, environment and quality (SHEQ) management system. Our chief executive officer is responsible for ensuring that our SHEQ management system is implemented. Our board’s safety, health and environment committee also oversees how we manage our SHEQ risks, including the use of our enterprise risk management program.

A key cornerstone of our SHEQ management system is the continual improvement of process and physical infrastructure supporting the management system. Proposed projects are evaluated and, if beneficial, included in our site’s life of asset plan. Noteworthy projects expected to reduce SHEQ risks that were advanced in 2021 included:

• The Vision in Motion project at the Port Hope conversion facility

• the program to advance the assessment of innovation opportunities at the McArthur River mine and Key Lake mill

• energy management improvements at our Saskatchewan operations

• progressive decommissioning activities at our in-situ recovery operations in the United States

• containment system upgrades at our operations.

Most of these projects are multi-year projects that are expected to continue into 2022 and beyond.

MANAGEMENT’S DISCUSSION AND ANALYSIS    59

Operational risks

Other risks and hazards generally applicable to our operations and advanced projects include:

• environmental damage

• industrial and transportation accidents

• labour shortages, disputes or strikes

• cost increases for labour, contracted or purchased materials, supplies and services

• shortages of, or interruptions in the supply of, required materials, supplies and equipment

• transportation and delivery disruptions

• interruptions in the supply of electricity, water, and other utilities

• equipment failures

• cyberattacks

• joint venture disputes or litigation

• non-compliance with laws and licences

• increased workforce health and safety or increased regulatory burdens resulting from the COVID-19 pandemic or other causes

• uncertain environment resulting from the COVID-19 pandemic and its related operational and safety risks

• catastrophic accidents

• fires

• blockades or other acts of social or political activism

• climate change or natural phenomena, such as inclement weather conditions, forest fires, floods and earthquakes

• outbreak of illness (such as a pandemic like COVID-19)

• unusual, unexpected or adverse mining or geological conditions

• underground floods

• ground movement or cave-ins

• tailings pipeline or dam failures

• technological failure of mining methods

• unanticipated consequences of our cost reduction strategies

We have insurance to cover some of these risks and hazards, but not all of them, and not to the full amount of losses or liabilities that could potentially arise.

60    CAMECO CORPORATION

Uranium – production overview

Production in our uranium segment in the fourth quarter was 2.8 million pounds, no change compared to the same period in 2020, while production for the year was 6.1 million pounds, 22% higher than in 2020. The McArthur River/Key Lake and Rabbit Lake operations remained in a safe and sustainable state of care and maintenance, and we are no longer developing new wellfields at Crow Butte and Smith Ranch-Highland. See Uranium – Tier-one operations starting on page 62 and Uranium – Tier-two operations beginning on page 73 for more information.

Uranium production

CAMECO SHARE	THREE MONTHS ENDED DECEMBER 31				YEAR ENDED DECEMBER 31
(MILLION LBS)	2021		2020		2021		2020		2021 PLAN1		2022 PLAN
Cigar Lake		2.8		2.8		6.1		5.0		up to 6.0		7.5	2
McArthur River/Key Lake		—		—		—		—		—		up to 3.5	3
Total		2.8		2.8		6.1		5.0		up to 6.0		up to 11.0

¹ A production target was not set in 2021 until after production at Cigar Lake resumed following the proactive four-month COVID-19-related suspension that started in December of 2020. A production target of up to 6.0 million pounds (our share) was provided in our 2021 second quarter MD&A.

² At Cigar Lake, we expect production of 15 million pounds (100% basis) in 2022 due to the delays and deferrals to development work experienced in 2021 related to the suspension of production noted above and the ongoing pandemic and supply chain challenges impacting the availability of construction materials, equipment and labour.

³ Over the course of 2022 and 2023, we will undertake all the activities necessary to ramp up to the 2024 planned production of 15 million pounds per year (100% basis) at McArthur River/Key Lake. As a result, in 2022, we could produce up to 5 million pounds (100% basis).

Production outlook

We remain focused on taking advantage of the long-term growth we see coming in our industry, while maintaining the ability to respond to market conditions as they evolve. Our strategy includes a focus, in our uranium segment, on protecting and extending the value of our contract portfolio, on aligning our production decisions with our contract portfolio and market opportunities thereby preserving the value of our lowest cost assets in order to increase long-term value, and to do that with an emphasis on safety, people and the environment.

Given the transition we are seeing in the uranium market, we plan to:

• begin the work necessary at McArthur River/Key Lake to achieve our 2024 production plan, matching our production level to our sales commitments and market opportunities

• focus on technology and its applications to improve efficiency, reduce costs and improve operational effectiveness across our operations, including the use of digital and automation technologies

We expect our share of production to be up to 11 million pounds in 2022 and we will work to minimize the impact of any COVID-19 pandemic disruptions and supply chain challenges on the availability of materials, reagents and labour.

We expect total production from Inkai to be 8.3 million pounds in 2022 on a 100% basis, assuming no production disruptions due to the COVID-19 pandemic, civil unrest, supply chain issues or other causes. Due to equity accounting, our share of production is shown as a purchase. An adjustment to the production purchase entitlement allows us to purchase 4.2 million pounds in 2022.

MANAGEMENT’S DISCUSSION AND ANALYSIS    61

Uranium – Tier-one operations

McArthur River mine / Key Lake mill

	2021 Production (our share)
	0.0M lbs
	2022 Production Outlook (our share)
	up to 3.5M lbs
	Estimated Reserves (our share)
	275.0M lbs
	Estimated Mine Life
	2048

McArthur River is the world’s largest, high-grade uranium mine, and Key Lake is the world’s largest uranium mill. Ore grades at the McArthur River mine are 100 times the world average. We are the operator of both the mine and mill.

In 2018, a decision was made to suspend production and place the mine and mill in care and maintenance. With the improvement in the uranium market and the success we have had in securing new long-term contracts, it is time to proceed with the next phase of our supply discipline decisions. Therefore, continuing to align our production with market conditions and our contract portfolio, our plan is to produce 15 million pounds (100% basis) per year by 2024 at McArthur River/Key Lake, 40% below its licensed capacity. This will remain our production plan until we see further improvements in the uranium market and contracting progress, demonstrating that we continue to be a responsible supplier of uranium fuel.

McArthur River is considered a material uranium property for us. There is a technical report dated March 29, 2019 (effective December 31, 2018) that can be downloaded from SEDAR (sedar.com) or from EDGAR (sec.gov).

Location		Saskatchewan, Canada
Ownership		McArthur River – 69.805% Key Lake – 83.33%
Mine type		Underground
Mining methods		Primary: blasthole stoping Secondary: raiseboring
End product		Uranium concentrate
Certification		ISO 14001 certified
Estimated reserves		275.0 million pounds (proven and probable), average grade U3O8: 6.58%
Estimated resources		6.3 million pounds (measured and indicated), average grade U3O8: 2.46% 1.8 million pounds (inferred), average grade U3O8: 2.85%
Licensed capacity		Mine and mill: 25.0 million pounds per year
Licence term		Through October, 2023
Total packaged production:	2000 to 2021 1983 to 2002	325.4 million pounds (McArthur River/Key Lake) (100% basis) 209.8 million pounds (Key Lake) (100% basis)
2021 production		0.0 million pounds (0.0 million pounds on 100% basis)
2022 production outlook		up to 3.5 million pounds (5.0 million pounds on 100% basis)
Estimated decommissioning cost		$42 million – McArthur River (100% basis) $223 million – Key Lake (100% basis)

All values shown, including reserves and resources, represent our share only, unless indicated.

62    CAMECO CORPORATION

BACKGROUND

Mine description

The mineral reserves at McArthur River are contained within seven zones: Zones 1, 2, 3, 4, 4 South, A and B. Prior to care and maintenance, there were two active mining zones and one where development was significantly advanced.

Zone 2 has been actively mined since production began in 1999. The ore zone was initially divided into three freeze panels. As the freeze wall was expanded, the inner connecting freeze walls were decommissioned in order to recover the inaccessible uranium around the active freeze pipes. Mining of zone 2 is almost complete. About 4.8 million pounds of mineral reserves remain and we expect to recover them using a combination of raisebore and blasthole stope mining.

Zone 4 has been actively mined since 2010. The zone was divided into four freeze panels, and like in zone 2, as the freeze wall was expanded, the inner connecting freeze walls were decommissioned. Zone 4 has 117.5 million pounds of mineral reserves secured behind freeze walls and it will be the main source of production when mine production restarts. Raisebore mining and blasthole stoping will be used to recover the mineral reserves.

Zone 1 is the next planned mine area to be brought into production. Freezehole drilling was 90% complete and brine distribution construction was approximately 10% complete when work was suspended in 2018 as part of the production suspension. Work remaining before production can begin includes completion of the freezehole drilling, brine distribution construction, ground freezing and drill and extraction chamber development. Once complete, an additional 47.5 million pounds of mineral reserves will be secured behind freeze walls. Blasthole stope mining is currently planned as the main extraction method.

We have successfully extracted over 325 million pounds (100% basis) since we began mining in 1999.

Mining methods and techniques

The McArthur River deposit presents unique challenges that are not typical of traditional hard or soft rock mines. These challenges are the result of mining in or near high pressure ground water in challenging ground conditions with significant radiation concerns due to the high-grade uranium ore. Therefore, mine designs and mining methods are selected based on their ability to mitigate hydrological, radiological and geotechnical risks.

There are three approved mining methods at McArthur River: raisebore mining, blasthole stope mining and boxhole mining. However, only raisebore and blasthole stope mining remain in use. In addition, we use ground freezing to mine the McArthur River deposit.

Ground freezing

All the mineralized areas discovered to date at McArthur River are in, or partially in, water-bearing ground with significant pressure at mining depths. This high pressure water source is isolated from active development and production areas in order to reduce the inherent risk of an inflow. To date, McArthur River has relied on pressure grouting and ground freezing to successfully mitigate the risks of the high pressure ground water.

Chilled brine is circulated through freeze holes to form an impermeable freeze barrier around the area being mined. This prevents water from entering the mine, and helps stabilize weak rock formations.

Blasthole stoping

Blasthole stoping began in 2011 and was the main extraction method prior to our production suspension. It is planned in areas where blastholes can be accurately drilled and small stable stopes excavated without jeopardizing the freeze wall integrity. The use of this method has allowed the site to improve operating costs by increasing overall extraction efficiency by reducing underground development, concrete consumption, mineralized waste generation and improving extraction cycle time.

Raisebore mining

Raisebore mining is an innovative non-entry approach that we adapted to meet the unique challenges at McArthur River, and it has been used since mining began in 1999. This method is favourable for mining the weaker rock mass areas of the deposit, and is suitable for massive high-grade zones where there is access both above and below the ore zone.

MANAGEMENT’S DISCUSSION AND ANALYSIS    63

Initial processing

McArthur River produces two product streams, high grade slurry and low-grade mineralized rock. Both product streams are shipped to Key Lake mill to produce uranium ore concentrate.

The high-grade material is ground and thickened into a slurry paste underground and then pumped to surface. The material is then thickened and blended for grade control and shipped to Key Lake in slurry totes using haul trucks.

The low-grade mineralized material is hoisted to surface and shipped as a dry product to Key Lake using covered haul trucks. Once at Key Lake, the material is ground, thickened and blended with the high-grade slurry to a nominal 5% U₃O₈ mill feed grade. It is then processed into uranium ore concentrate and packaged in drums for further processing offsite.

Tailings capacity

Based on the current licence conditions, tailings capacity at Key Lake is sufficient to mill all the known McArthur River mineral reserves and resources, should they be converted to reserves, with additional capacity to toll mill ore from other regional deposits.

Licensed annual production capacity

The McArthur River mine and Key Lake mill are both licensed to produce up to 25 million pounds (100% basis) per year. To achieve annual production at the licensed capacity, additional investment will be required.

2021 UPDATE

Production suspension

The facilities remained in a state of safe and sustainable care and maintenance throughout 2021.

Care and maintenance activities included mine dewatering, water treatment, freeze wall maintenance, and environmental monitoring. In addition, preservation maintenance and monitoring of the critical facilities continued. These activities were performed to ensure that the McArthur River and Key Lake operations are available to return to production in a timely manner.

Exploration

As a result of the production suspension, there was no exploration activity in 2021.

PLANNING FOR THE FUTURE

Production

Over the course of 2022 and 2023, we will undertake all the activities necessary to ramp up to the planned annual production of 15 million pounds (100% basis) by 2024. As a result, in 2022, we could produce up to 5 million pounds (100% basis). This plan will significantly improve our financial performance by allowing us to source more of our committed sales from lower-cost produced pounds and we will no longer be required to expense care and maintenance costs directly to cost of sales. However, until we achieve a reasonable production rate, we expect to incur between $15 million to $17 million per month in operational readiness costs, which will be expensed directly to cost of sales. There is a potential for the COVID-19 pandemic and related supply chain challenges to impact the availability of materials, reagents and labour, which could not only impact 2022 production but could also introduce risk to production in 2023.

Innovation

In 2020, we began a program to advance the assessment of innovation opportunities at the McArthur River mine and Key Lake mill. We established a team of internal experts who have been tasked with assessing, designing and implementing opportunities to improve operating efficiency. During the year, the team advanced a portfolio of projects focused on improvement of the mine and mill through application of automation, digitization and optimization. In 2021, the projects that met our investment criteria were advanced to implementation.

64    CAMECO CORPORATION

Optimizing production

The technical report dated March of 2019 is based on production of 18 million pounds (100% basis) per year, however, we plan to align production with our contract portfolio and market signals once operations resume. Our current plan is to achieve production of 15 million pounds (100% basis) per year by 2024. We expect that this paced approach will allow us to extract maximum value from the operation.

MANAGING OUR RISKS

Production at McArthur River/Key Lake poses many challenges. These challenges include control of groundwater, weak rock formations, radiation protection, water inflow, mine area transitioning, regulatory approvals, surface and underground fires and other mining related challenges. Operational experience gained since the start of production has resulted in a significant reduction in risk.

Mine and mill operational readiness

The operational changes we have made, including the suspension of production in 2018 and the accompanying workforce reduction, carry with them the risks of a delay in achieving operational readiness and resuming production.

With the extended period of time the assets were on care and maintenance, there is increased uncertainty regarding the timing of a successful rampup to planned production and the associated costs.

Labour relations

The collective agreement with the United Steelworkers local 8914 expires in December 2022. We plan to begin contract negotiations prior to the expiration of the current agreement. There is a risk to the ramp up to planned production if we are unable to reach agreement and there is a labour dispute.

Water inflow risk

Water inflows pose a significant risk to mine production. In 2003, a water inflow resulted in a three-month suspension of production. We also had a small water inflow in 2008 that did not impact production but did cause significant development delays.

The consequences of another water inflow at McArthur River would depend on its magnitude, location and timing, but could include a significant interruption or reduction in production, a material increase in costs or a loss of mineral reserves.

We take significant steps and precautions to reduce the risk of inflows, but there is no guarantee that these will be successful. In the event that an inflow does occur, we believe we have sufficient pumping, water treatment and surface storage capacity to handle the estimated maximum sustained inflow.

We also manage the risks listed on pages 58 to 60.

MANAGEMENT’S DISCUSSION AND ANALYSIS    65

Uranium – Tier-one operations

Cigar Lake

	2021 Production (our share)
	6.1M lbs
	2022 Production Outlook (our share)
	7.5M lbs
	Estimated Reserves (our share)
	76.2M lbs
	Estimated Mine Life
	2032

Cigar Lake is the world’s highest grade uranium mine, with grades that are 100 times the world average. We are a 50% owner and the mine operator. Cigar Lake uranium is milled at Orano’s (previously AREVA) McClean Lake mill.

Cigar Lake is considered a material uranium property for us. There is a technical report dated March 29, 2016 (effective December 31, 2015) that can be downloaded from SEDAR (sedar.com) or from EDGAR (sec.gov).

Location	Saskatchewan, Canada
Ownership	50.025%
Mine type	Underground
Mining method	Jet boring system
End product	Uranium concentrate
Certification	ISO 14001 certified
Estimated reserves	76.2 million pounds (proven and probable), average grade U3O8: 15.41%
Estimated resources	51.9 million pounds (measured and indicated), average grade U3O8: 13.83%
	11.5 million pounds (inferred), average grade U3O8: 5.58%
Licensed capacity	18.0 million pounds per year (our share 9.0 million pounds per year)
Licence term	Through June, 2031
Total packaged production: 2014 to 2021	105 million pounds (100% basis)
2021 production	6.1 million pounds (12.2 million pounds on 100% basis)
2022 production outlook	7.5 million pounds (15.0 million pounds on 100% basis)
Estimated decommissioning cost	$62 million (100% basis)

All values shown, including reserves and resources, represent our share only, unless otherwise indicated.

BACKGROUND

Development

We began developing the Cigar Lake underground mine in 2005, but development was delayed due to water inflows in 2006 and 2008. The underground workings were successfully remediated and secured in 2011 and, in October 2014 the McClean Lake mill produced the first uranium concentrate from ore mined at the Cigar Lake operation. Commercial production was declared in May 2015.

66    CAMECO CORPORATION

Mine description

Cigar Lake’s geological setting is similar to McArthur River’s: the permeable sandstone, which overlays the deposit and basement rocks, contains large volumes of water at significant pressure. However, unlike McArthur River, the Cigar Lake deposit has the shape of a flat- to cigar-shaped lens. As a result of these challenging geological conditions, we are unable to utilize traditional mining methods that require access above the ore, necessitating the development of a non-entry mining method specifically adapted for this deposit: the Jet Boring System (JBS).

Mine development is carried out uniquely in the basement rocks below the ore horizon. New mine development is required throughout the mine life to gain access to the ore above.

Mining method

Bulk ground freezing

The sandstone that overlays the deposit and basement rocks is water-bearing, and to prevent water from entering the mine, help stabilize weak rock formations, and meet our production schedule, we freeze the ground from surface. The ore zone and surrounding ground in the area to be mined must meet specific ground freezing requirements before we begin jet boring.

Jet boring system (JBS) mining

After many years of test mining, we selected jet boring, a non-entry mining method, which we have developed and adapted specifically for this deposit. This method involves:

• drilling a pilot hole into the frozen orebody, inserting a high pressure water jet and cutting a cavity out of the frozen ore

• collecting the ore and water mixture (slurry) from the cavity and pumping it to storage (sump storage), allowing it to settle

• using a clamshell, transporting the ore from sump storage to an underground grinding and processing circuit

• once mining is complete, filling each cavity in the orebody with concrete

• starting the process again with the next cavity

We have divided the orebody into production panels and at least three production panels need to be frozen at one time to achieve the annual production rate. One JBS machine is located below each frozen panel. Three JBS machines are currently in operation. Two machines actively mine at any given time while the third is moving, setting up, or undergoing maintenance.

Initial processing

We carry out initial processing of the extracted ore at Cigar Lake:

• the underground circuit grinds the ore and mixes it with water to form a slurry

• the slurry is pumped 500 metres to the surface and stored in one of two ore slurry holding tanks

• it is blended and thickened, removing excess water

• the final slurry, at an average grade of approximately 15% U₃O₈, is pumped into transport truck containers and shipped to McClean Lake mill on a 69 kilometre all-weather road

Water from this process, including water from underground operations, is treated on the surface. Any excess treated water is released into the environment.

MANAGEMENT’S DISCUSSION AND ANALYSIS    67

Milling

All of Cigar Lake’s ore slurry is being processed at the McClean Lake mill, operated by Orano. Given the McClean Lake mill’s capacity, it is able to:

• process up to 18 million pounds U₃O₈ per year

• process and package all of Cigar Lake’s current mineral reserves

Licensing annual production capacity

The Cigar Lake mine is licensed to produce up to 18 million pounds (100% basis) per year. Orano’s McClean Lake mill is licensed to produce 24 million pounds annually.

2021 UPDATE

Production

Total packaged production from Cigar Lake in 2021 was 12.2 million pounds U₃O₈ (6.1 million pounds our share) compared to 10 million pounds U₃O₈ (5.0 million pounds our share) in 2020. Production was impacted by suspensions in the second and third quarters of 2020 as a precautionary measure due to COVID-19. In December 2020, we safely suspended production at the Cigar Lake mine a second time as a precaution. The mine remained suspended through the first quarter of 2021 until its restart in mid-April. On July 1, all non-essential personnel from the Cigar Lake mine were evacuated and production was temporarily suspended as a precaution due to the proximity of a forest fire. With the risk subsided and all infrastructure intact, the workforce returned on July 4 and production resumed in the first week of July.

During the year, we:

• executed planned ten-day annual maintenance activities in September

• executed production activities from three production tunnels in the eastern part of the orebody

• in alignment with our long-term production plans, we substantially completed optimizations of the underground water handling system and header expansions, and expanded our ground freezing program to ensure continued frozen ore inventory

Underground development

Underground mine development continued in 2021. A new production cross cut was completed in 2021 as well as development work in the western portion of the orebody. However, as a result of the suspension in production, we have also experienced delays and deferrals in project work, including lower capital expenditures, which have introduced risk to production in 2022. Furthermore, the potential for supply chain impacts on construction materials, equipment and labour remains uncertain and could further exacerbate production risk in 2022 and future years.

PLANNING FOR THE FUTURE

Production

At Cigar Lake, due to delays and deferrals to development work caused by the proactive COVID-19-related four-month suspension of production in 2021 and the ongoing pandemic and supply chain challenges impacting the availability of construction materials, equipment and labour, we expect production of 15 million pounds (100% basis) in 2022. We will work to minimize the impacts of these disruptions.

In 2022, we plan to:

• continue production activities focused on bringing one new production panel online and closing out a completed one

• continue surface freeze drilling and complete construction and commissioning of freeze distribution infrastructure expansion in support of future production

• continue underground mine development on two new production tunnels as well as expand ventilation and access drifts in alignment with the long-term mine plan

• continue upgrades to process water handling circuits and the surface backfill batch plant to support ongoing operations

68    CAMECO CORPORATION

Optimizing production

Consistent with our strategy and the improving market conditions, we are proceeding with the next phase of our supply discipline decisions. Continuing to align our production with the market conditions and our contract portfolio, starting in 2024, we will target production from Cigar Lake that is 25% below the licensed capacity, or 13.5 million pounds (100% basis) per year. Extending the mine life at Cigar Lake by aligning production with the market opportunities and our contract portfolio is consistent with our tier-one strategy and is expected to allow more time to evaluate the feasibility of extending the mine life beyond the current reserve base while continuing to supply ore to Orano’s McClean Lake mill. This will remain our production plan until we see further improvements in the uranium market and contracting progress, demonstrating that we continue to be a responsible supplier of uranium fuel.

MANAGING OUR RISKS

Cigar Lake is a challenging deposit to develop and mine. These challenges include control of groundwater, weak rock formations, radiation protection, chemical ore characteristics, performance of the water treatment system, water inflow, regulatory approvals, surface and underground fires and other mining-related challenges. To reduce this risk, we are applying our operational experience and the lessons we have learned about water inflows at McArthur River and Cigar Lake.

Transition to new mining areas

In order to successfully achieve the planned production schedule, we must continue to successfully transition into new mining areas, which includes mine development and investment in critical support infrastructure.

Ground freezing

To manage our risks and meet our production schedule, the areas being mined must meet specific ground freezing requirements before we begin jet boring. We have identified greater variation of the freeze rates of different geological formations encountered in the mine, based on information obtained through surface freeze drilling. As a mitigation measure, we have increased the site freeze capacity to facilitate the mining of ore cavities as planned.

Environmental performance

The Cigar Lake orebody contains elements of concern with respect to the water quality and the receiving environment. The distribution of elements such as arsenic, molybdenum, selenium and others is non-uniform throughout the orebody, and this can present challenges in attaining and maintaining the required effluent concentrations.

There have been ongoing efforts to optimize the current water treatment process and water handling systems to ensure acceptable environmental performance, which is expected to avoid the need for additional capital upgrades and potential deferral of production.

Water inflow risk

A significant risk to development and production is from water inflows. The 2006 and 2008 water inflows were significant setbacks.

The consequences of another water inflow at Cigar Lake would depend on its magnitude, location and timing, but could include a significant delay or disruption in Cigar Lake production, a material increase in costs or a loss of mineral reserves.

We take the following steps to reduce the risk of inflows, but there is no guarantee that these will be successful:

• Bulk freezing: Two of the primary challenges in mining the deposit are control of groundwater and ground support. Bulk freezing reduces but does not completely eliminate the risk of water inflows.

• Mine development: We plan for our mine development to take place away from known groundwater sources whenever possible. In addition, we assess all planned mine development for relative risk and apply extensive additional technical and operating controls for all higher risk development.

• Pumping capacity and treatment limits: We have pumping capacity to meet our standard for this operation of at least one and a half times the estimated maximum inflow.

We believe we have sufficient pumping, water treatment and surface storage capacity to handle the estimated maximum inflow.

We also manage the risks listed on pages 58 to 60.

MANAGEMENT’S DISCUSSION AND ANALYSIS    69

Uranium – Tier-one operations

Inkai

	2021 Production (100% basis)
	9.0M lbs
	2022 Production Outlook (100% basis)
	8.3M lbs
	Estimated Reserves (our share)
	112.5M lbs
	Estimated Mine Life
	2045 (based on licence term)

Inkai is a very significant uranium deposit, located in Kazakhstan. The operator is JV Inkai limited liability partnership, which we jointly own (40%) with Kazatomprom (60%)¹.

Inkai is considered a material uranium property for us. There is a technical report dated January 25, 2018 (effective January 1, 2018) that can be downloaded from SEDAR (sedar.com) or from EDGAR (sec.gov).

Location	South Kazakhstan
Ownership	40%1
Mine type	In situ recovery (ISR)
End product	Uranium concentrate
Certifications	BSI OHSAS 18001 ISO 14001 certified
Estimated reserves	112.5 million pounds (proven and probable), average grade U3O8: 0.04%
Estimated resources	35.6 million pounds (measured and indicated), average grade U3O8: 0.03% 9.6 million pounds (inferred), average grade U3O8: 0.03%
Licensed capacity (wellfields)	10.4 million pounds per year (our share 4.2 million pounds per year)1
Licence term	Through July 2045
Total packaged production: 2009 to 2021	73 million pounds (100% basis)
2021 production	9.0 million pounds (100% basis)1
2022 production outlook	8.3 million pounds (100% basis)1
Estimated decommissioning cost (100% basis)	$20 million (US) (100% basis) (this estimate is currently under review)

All values shown, including reserves and resources, represent our share only, unless indicated.

¹ Our ownership interest in the joint venture is 40% and we equity account for our investment. As such, our share of production is shown as a purchase.

70    CAMECO CORPORATION

BACKGROUND

Mine description

The Inkai uranium deposit is a roll-front type orebody within permeable sandstones. The more porous and permeable units host several stacked and relatively continuous, sinuous “roll-fronts” of low-grade uranium forming a regional system. Superimposed over this regional system are several uranium projects and active mines.

Inkai’s mineralization ranges in depths from about 260 metres to 530 metres. The deposit has a surface projection of about 40 kilometres in length, and the width ranges from 40 to 1600 metres. The deposit has hydrogeological and mineralization conditions favourable for use of in-situ recovery (ISR) technology.

Mining and milling method

JV Inkai uses conventional, well-established, and very efficient ISR technology, developed after extensive test work and operational experience. The process involves five major steps:

• leach the uranium in-situ by circulating an acid-based solution through the host formation

• recover it from solution with ion exchange resin (takes place at both main and satellite processing plants)

• precipitate the uranium with hydrogen peroxide

• thicken, dewater, and dry it

• package the uranium peroxide product in drums

Production

Total 2021 production from Inkai was 9.0 million pounds (100% basis), an increase of 28% from 2020. The increase in production is due to the impact of the reduction in operational activities introduced to manage the risks posed by the COVID-19 pandemic in 2020.

Production purchase entitlements

Under the terms of a restructuring agreement signed with our partner Kazatomprom in 2016, our ownership interest in JV Inkai is 40% and Kazatomprom’s share is 60%. However, during production rampup to the licensed limit of 10.4 million pounds, we are entitled to purchase 57.5% of the first 5.2 million pounds of annual production, and as annual production increases over 5.2 million pounds, we are entitled to purchase 22.5% of such incremental production, to the maximum annual share of 4.2 million pounds. Once the rampup to 10.4 million pounds annually is complete, we will be entitled to purchase 40% of such annual production, matching our ownership interest.

Based on an adjustment to the production purchase entitlement under the 2016 JV Inkai restructuring agreement, in 2021 we were entitled to purchase 5.3 million pounds, or 59.4% of JV Inkai’s 2021 production of 9.0 million pounds.

Cash distribution

Excess cash, net of working capital requirements, will be distributed to the partners as dividends. In 2021, we received dividend payments from JV Inkai totaling $40 million (US). Our share of dividends follows our production purchase entitlements as described above.

PLANNING FOR THE FUTURE

Production

On July 2, 2021, Kazatomprom announced that it plans to maintain 2023 production at a similar level to 2022, which is expected to be 20% lower than the planned volumes under its Subsoil Use Contracts.

Based on an adjustment to the production purchase entitlement under the 2016 JV Inkai restructuring agreement described above, we are entitled to purchase 4.2 million pounds, or 50% of JV Inkai’s planned 2022 production of 8.3 million pounds, assuming no production disruptions due to the COVID-19 pandemic, supply chain disruptions, civil unrest or other causes.

MANAGEMENT’S DISCUSSION AND ANALYSIS    71

Presently, JV Inkai is experiencing wellfield development, procurement and supply chain issues, including inflationary pressure on production materials and reagents, which are expected to continue and could pose a risk to JV Inkai’s 2022 production volume, impacting its costs. In addition, JV Inkai’s costs could be impacted by potential changes to the tax code in Kazakhstan and by possible increased financial contributions to social and other state causes, although these risks cannot be quantified or estimated at this time.

Our share of production is purchased at a discount to the spot price and included at this value in inventory. In addition, JV Inkai capital is not included in our outlook for capital expenditures.

MANAGING OUR RISKS

2022 production forecast risk

Achievement of JV Inkai’s 2022 production forecast requires it to successfully manage its operating and other risks including the current uncertain environment resulting from civil unrest and from the COVID-19 pandemic, including the risk of significant disruption to JV Inkai’s operations, workforce, required supplies or services, and its ability to produce uranium.

Political risk

Kazakhstan declared itself independent in 1991 after the dissolution of the Soviet Union. Our investment in JV Inkai is subject to the greater risks associated with doing business in developing countries, which have significant potential for social, economic, political, legal and fiscal instability. Kazakh laws and regulations are complex and still developing and their application can be difficult to predict. The other owner of JV Inkai is Kazatomprom, an entity majority owned by the government of Kazakhstan. We have entered into agreements with JV Inkai and Kazatomprom intended to mitigate political risk. This risk includes the imposition of governmental laws or policies that could restrict or hinder JV Inkai paying us dividends, or selling us our share of JV Inkai production, or that impose discriminatory taxes or currency controls on these transactions. The restructuring of JV Inkai, which took effect January 1, 2018, was undertaken with the objective to better align the interests of Cameco and Kazatomprom and includes a governance framework that provides for protection for us as a minority owner of JV Inkai.

In early January 2022, Kazakhstan saw the most significant political instability since it became independent in 1991. The events resulted in a state of emergency being declared across the country. With the assistance of the Collective Security Treaty Organization (CSTO), the government restored the order and in the second half of January, the state of emergency was gradually lifted and withdrawal of CSTO forces from Kazakhstan was completed. The early outcome of those events was a number of political and economic reforms declared by the government. While the exact impact of those reforms is unclear at this time, they could potentially impact JV Inkai’s operations and costs.

For more details on this risk, please see our most recent annual information form under the heading political risks.

JV Inkai manages risks listed on pages 58 to 60.

72    CAMECO CORPORATION

Uranium – Tier-two operations

Rabbit Lake

Located in Saskatchewan, Canada, our 100% owned Rabbit Lake operation opened in 1975, and has the second largest uranium mill in the world. Due to market conditions, we suspended production at Rabbit Lake during the second quarter of 2016.

Location	Saskatchewan, Canada
Ownership	100%
End product	Uranium concentrates
ISO certification	ISO 14001 certified
Mine type	Underground
Estimated reserves	-
Estimated resources	38.6 million pounds (indicated), average grade U3O8: 0.95%
	33.7 million pounds (inferred), average grade U3O8: 0.62%
Mining methods	Vertical blasthole stoping
Licensed capacity	Mill: maximum 16.9 million pounds per year; currently 11 million
Licence term	Through October, 2023
Total production: 1975 to 2021	202.2 million pounds
2021 production	0 million pounds
2022 production outlook	0 million pounds
Estimated decommissioning cost	$213 million

PRODUCTION SUSPENSION

The facilities remained in a state of safe and sustainable care and maintenance throughout 2021.

While in standby, we continue to evaluate our options in order to minimize care and maintenance costs. We expect care and maintenance costs to range between $27 million and $32 million annually.

MANAGING OUR RISKS

We also manage the risks listed on pages 58 to 60.

MANAGEMENT’S DISCUSSION AND ANALYSIS    73

US ISR Operations

Located in Nebraska and Wyoming in the US, the Crow Butte and Smith Ranch-Highland (including the North Butte satellite) operations began production in 1991 and 1975. Each operation has its own processing facility. Due to market conditions, we curtailed production and deferred all wellfield development at these operations during the second quarter of 2016.

Ownership		100%
End product		Uranium concentrates
ISO certification		ISO 14001 certified
Estimated reserves	Smith Ranch-Highland:	-
	North Butte-Brown Ranch:	-
	Crow Butte:	-
Estimated resources	Smith Ranch-Highland:	24.9 million pounds (measured and indicated), average grade U3O8: 0.06%
		7.7 million pounds (inferred), average grade U3O8: 0.05%
	North Butte-Brown Ranch:	9.5 million pounds (measured and indicated), average grade U3O8: 0.07%
		0.4 million pounds (inferred), average grade U3O8: 0.07%
	Crow Butte:	13.9 million pounds (measured and indicated), average grade U3O8: 0.25%
		1.8 million pounds (inferred), average grade U3O8: 0.16%
Mining methods		In situ recovery (ISR)
Licensed capacity	Smith Ranch-Highland:1	Wellfields: 3 million pounds per year; processing plants: 5.5 million pounds per year
	Crow Butte:	Processing plants and wellfields: 2 million pounds per year
Licence term	Smith Ranch-Highland:	Through September, 2028
	Crow Butte:	Through October, 2024
Total production: 2002 to 2021		33.0 million pounds
2021 production		0 million pounds
2022 production outlook		0 million pounds
Estimated decommissioning cost		Smith Ranch-Highland: $219 million (US), including North Butte
		Crow Butte: $56 million (US)

¹ Including Highland mill

PRODUCTION CURTAILMENT

As a result of our 2016 decision, production at the US operations ceased in 2018. We expect ongoing cash and non-cash care and maintenance costs to range between $17 million (US) and $19 million (US) for 2022.

FUTURE PRODUCTION

We do not expect any production in 2022.

MANAGING OUR RISKS

We manage the risks listed on pages 58 to 60.

74    CAMECO CORPORATION

Uranium – advanced projects

Work on our advanced projects has been scaled back and will continue at a pace aligned with market signals.

Millennium

Location	Saskatchewan, Canada
Ownership	69.9%
End product	Uranium concentrates
Potential mine type	Underground
Estimated resources (our share)	53.0 million pounds (indicated), average grade U3O8: 2.39% 20.2 million pounds (inferred), average grade U3O8: 3.19%

BACKGROUND

The Millennium deposit was discovered in 2000, and was delineated through geophysical survey and surface drilling work between 2000 and 2013.

Yeelirrie

Location	Western Australia
Ownership	100%
End product	Uranium concentrates
Potential mine type	Open pit
Estimated resources	128.1 million pounds (measured and indicated), average grade U3O8: 0.15%

BACKGROUND

The deposit was discovered in 1972 and is a near-surface calcrete-style deposit that is amenable to open pit mining techniques. It is one of Australia’s largest undeveloped uranium deposits.

Kintyre

Location	Western Australia
Ownership	100%
End product	Uranium concentrates
Potential mine type	Open pit
Estimated resources	53.5 million pounds (indicated), average grade U3O8: 0.62% 6.0 million pounds (inferred), average grade U3O8: 0.53%

BACKGROUND

The Kintyre deposit was discovered in 1985 and is amenable to open pit mining techniques.

2021 PROJECT UPDATES

We believe that we have some of the best undeveloped uranium projects in the world. However, in the current market environment these assets are not required to meet near-term demand. We continue to await a signal from the market that additional production is needed prior to making any new development decisions.

PLANNING FOR THE FUTURE

2022 Planned activity

No work is planned at Millennium, Yeelirrie or Kintyre.

Further progress towards a development decision on any of these projects is not expected until the market fully transitions and supply is incented by prices that reflect production economics.

MANAGEMENT’S DISCUSSION AND ANALYSIS    75

MANAGING THE RISKS

Project approval

The approval for the Yeelirrie project, received from the prior state government, required substantial commencement of the project by January 2022 unless an extension is granted by the state government. The Minister for Environment; Climate Action for the state government has indicated that it will not consider our request for an extension at this time. In the future we can again apply for an extension of time to achieve substantial commencement of the project. If granted by a future government we could commence the Yeelirrie project, provided we have all other required regulatory approvals. Approval for the Yeelirrie project at the federal level was granted in 2019 and extends until 2043.

For all of our advanced projects, we manage the risks listed on pages 58 to 60.

76    CAMECO CORPORATION

Uranium – exploration

Our exploration program is directed at replacing mineral reserves as they are depleted by our production and is key to sustaining our business. However, as we are preserving our tier-one assets and have ample idled production capacity, we have reduced our spending to focus only on exploration near our existing operations where we have established infrastructure and capacity to expand. Globally, we have land with exploration and development prospects that are among the best in the world, mainly in Canada, Australia and the US. Our land holdings total about 0.85 million hectares (2.1 million acres). In northern Saskatchewan alone, we have direct interests in about 0.75 million hectares (1.9 million acres) of land covering many of the most prospective exploration areas of the Athabasca Basin.

EXPLORATION AND EVALUATION SPENDING

2021 UPDATE

Brownfield exploration

Brownfield exploration is uranium exploration near our existing operations and includes expenses for advanced exploration on the evaluation of projects where uranium mineralization is being defined.

In 2021, we spent about $3 million on brownfields and advanced uranium projects in Saskatchewan and Australia. At the US operations we spent $1 million.

Regional exploration

We spent about $4 million on regional exploration programs (including support costs), primarily in Saskatchewan’s Athabasca Basin.

PLANNING FOR THE FUTURE

We will continue to focus on our core projects in Saskatchewan under our long-term exploration strategy. Long-term, we look for properties that meet our investment criteria. We may partner with other companies through strategic alliances, equity holdings and traditional joint venture arrangements. Our leadership position and industry expertise in both exploration and corporate social responsibility make us a partner of choice.

MANAGEMENT’S DISCUSSION AND ANALYSIS    77

Fuel services

Refining, conversion and fuel manufacturing

We have about 21% of world UF₆ primary conversion capacity and are a supplier of natural UO₂. Our focus is on cost-competitiveness and operational efficiency.

Our fuel services segment is strategically important because it helps support the growth of the uranium segment. Offering a range of products and services to customers helps us broaden our business relationships and expand our uranium market share.

Blind River Refinery

  Licensed Capacity   24.0M kgU as UO₃   Licence renewal in   February, 2022

Blind River is the world’s largest commercial uranium refinery, refining uranium concentrates from mines around the world into UO₃.

Location	Ontario, Canada
Ownership	100%
End product	UO3
ISO certification	ISO 14001 certified
Licensed capacity	18.0 million kgU as UO3 per year, approved to 24.0 million subject to the completion of certain equipment upgrades (advancement depends on market conditions)
Licence term	Through February, 2022
Estimated decommissioning cost	$48 million

78    CAMECO CORPORATION

Port Hope Conversion Services

  Licensed Capacity   12.5M kgU as UF₆   2.8M kgU as UO₂   Licence renewal in   February, 2027

Port Hope is the only uranium conversion facility in Canada and a supplier of UO₂ for Canadian-made CANDU reactors.

Location	Ontario, Canada
Ownership	100%
End product	UF6, UO2
ISO certification	ISO 14001 certified
Licensed capacity	12.5 million kgU as UF6 per year
	2.8 million kgU as UO2 per year
Licence term	Through February, 2027
Estimated decommissioning cost	$129 million

Cameco Fuel Manufacturing Inc. (CFM)

  Licensed Capacity   1.2M kgU as UO₂ fuel pellets   Licence renewal in   February, 2022

CFM produces fuel bundles and reactor components for CANDU reactors.

Location	Ontario, Canada
Ownership	100%
End product	CANDU fuel bundles and components
ISO certification	ISO 9001 certified, ISO 14001 certified
Licensed capacity	1.2 million kgU as UO2 fuel pellets
Licence term	Through February, 2022
Estimated decommissioning cost	$21 million

MANAGEMENT’S DISCUSSION AND ANALYSIS    79

2021 UPDATE

Production

Fuel services produced 12.1 million kgU, 3% higher than 2020 due to production suspensions in 2020 as a precaution due to the COVID-19 pandemic. Planned production was impacted by hydrogen supply issues in 2021. The hydrogen supply constraint was resolved in the fourth quarter, however supply chain disruption remains a risk generally.

Port Hope conversion facility cleanup and modernization (Vision in Motion)

Vision in Motion is a unique opportunity that demonstrates our continued commitment to a clean environment. It has been made possible by the opening of a long-term waste management facility by the government of Canada’s Port Hope Area Initiative project. There is a limited opportunity during the life of this project to engage in clean-up and renewal activities that address legacy waste at the Port Hope Conversion facility inherited from historic operations. While there were some targeted activities throughout the year, significant progress on the Vision in Motion project was limited due to the COVID-19 pandemic and actions taken by the Ontario government to limit all non-essential construction activity.

PLANNING FOR THE FUTURE

Production

We plan to produce between 12.5 million and 13.5 million kgU in 2022, assuming no production disruptions due to the COVID-19 pandemic or other causes.

In addition, in conjunction with our initiative intended to provide a greater focus on technology and its applications to improve efficiency and reduce costs across the organization, we will continue to look for opportunities to improve operational effectiveness, including the use of digital and automation technologies.

MANAGING OUR RISKS

2022 production forecast risk

Achievement of our 2022 forecast for fuel services production requires us to successfully manage our operating and other risks, including the current uncertain environment resulting from the COVID-19 pandemic and its related operational risks, such as the risk of significant disruption to our workforce, required supplies or services, and our ability to produce product.

Labour relations

The current collective bargaining agreement with the unionized employees at Port Hope Conversion Facility expires on July 1, 2022. There is a risk to our production if we are unable to reach an agreement and there is a labour disruption.

Licensing

The current operating licence from the CNSC for both the Blind River refinery and CFM expire in February 2022. The relicensing process for both sites took place in the fourth quarter of 2021 and a decision from the CNSC is expected in early 2022. We do not expect any interruption or significant risks from this process.

We also manage the risks listed on pages 58 to 60.

80    CAMECO CORPORATION

Corporate development

INVESTMENT PROGRAM

Currently, with our extensive portfolio of reserves and resources and our belief that we have ample idle production capacity for a market that is transitioning, our focus is on navigating by our investment-grade rating and continuing to preserve the value of our tier-one assets by aligning our tier-one production with our delivery commitments and market opportunities. We expect that these assets will allow us to meet rising uranium demand with increased production from our best margin operations and will help to mitigate risk in the event of prolonged uncertainty.

Additionally, we are exploring other emerging and non-traditional opportunities within the fuel cycle, which align well with our commitment to responsibly and sustainably manage our business and increase our contributions to global climate change solutions, such as our investment in Global Laser Enrichment LLC and the non-binding arrangements we signed to explore several areas of cooperation to advance the commercialization and deployment of small modular reactors in Canada and around the world.

We continually evaluate investment opportunities within the nuclear fuel cycle that could add to our future supply options, support our sales activities, and complement and enhance our business in the nuclear industry. We will make an investment decision when an opportunity is available at the right time and the right price. We strive to pursue corporate development initiatives that will leave us and our shareholders in a fundamentally stronger position. As such, an investment opportunity is never assessed in isolation. Investments must compete for investment capital with our own internal growth opportunities. They are subject to our capital allocation process described under Our strategy, starting on page 19.

MANAGEMENT’S DISCUSSION AND ANALYSIS    81

Mineral reserves and resources

Our mineral reserves and resources are the foundation of our company and fundamental to our success.

We have interests in a number of uranium properties. The tables in this section show the estimates of the proven and probable mineral reserves, and measured, indicated, and inferred mineral resources at those properties. However, only three of the properties listed in those tables are material uranium properties for us: McArthur River/Key Lake, Cigar Lake and Inkai. Mineral reserves and resources are all reported as of December 31, 2021.

We estimate and disclose mineral reserves and resources in five categories, using the definition standards adopted by the Canadian Institute of Mining, Metallurgy and Petroleum Council, and in accordance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (NI 43-101), developed by the Canadian Securities Administrators. You can find out more about these categories at www.cim.org.

About mineral resources

Mineral resources do not have to demonstrate economic viability but have reasonable prospects for eventual economic extraction. They fall into three categories: measured, indicated and inferred. Our reported mineral resources are exclusive of mineral reserves.

• Measured and indicated mineral resources can be estimated with sufficient confidence to allow the appropriate application of technical, economic, marketing, legal, environmental, social and governmental factors to support evaluation of the economic viability of the deposit.

• measured resources: we can confirm both geological and grade continuity to support detailed mine planning

• indicated resources: we can reasonably assume geological and grade continuity to support mine planning

• Inferred mineral resources are estimated using limited geological evidence and sampling information. We do not have enough confidence to evaluate their economic viability in a meaningful way. You should not assume that all or any part of an inferred mineral resource will be upgraded to an indicated or measured mineral resource, but it is reasonably expected that the majority of inferred mineral resources could be upgraded to indicated mineral resources with continued exploration.

Our share of uranium in the following mineral resource tables is based on our respective ownership interests. Reported mineral resources have not demonstrated economic viability.

About mineral reserves

Mineral reserves are the economically mineable part of measured and/or indicated mineral resources demonstrated by at least a preliminary feasibility study. The reference point at which mineral reserves are defined is the point where the ore is delivered to the processing plant, except for ISR operations where the reference point is where the mineralization occurs under the existing or planned wellfield patterns. Mineral reserves fall into two categories:

• proven reserves: the economically mineable part of a measured resource for which at least a preliminary feasibility study demonstrates that, at the time of reporting, economic extraction could be reasonably justified with a high degree of confidence

• probable reserves: the economically mineable part of a measured and/or indicated resource for which at least a preliminary feasibility study demonstrates that, at the time of reporting, economic extraction could be reasonably justified with a degree of confidence lower than that applying to proven reserves

For properties where we are the operator, we use current geological models, an average uranium price of $50 (US) per pound U₃O₈, and current or projected operating costs and mine plans to report our mineral reserves, allowing for dilution and mining losses. We apply our standard data verification process for every estimate. For properties in which Cameco has an interest but is not the operator, we will take reasonable steps to ensure that the reserve and resource estimates that we report are reliable.

Our share of uranium in the mineral reserves table below is based on our respective ownership interests.

82    CAMECO CORPORATION

PROVEN AND PROBABLE (P&P) RESERVES, MEASURED AND INDICATED (M&I)

RESOURCES, INFERRED RESOURCES (SHOWING CHANGE FROM 2020)

at December 31, 2021

Changes this year

Our share of proven and probable mineral reserves increased from 455 million pounds U₃O₈ at the end of 2020, to 464 million pounds at the end of 2021. The change was primarily the result of:

• a mineral resource and reserve estimate update at Inkai which added 19.0 million pounds to proven and probable reserves based on the infill drilling program completed in the Sat-1 area in 2018-2019. This update also resulted in increased confidence and consequent upgrading to the underlying mineral resource categories.

partially offset by:

• production at Cigar Lake and Inkai, which removed 10.5 million pounds from our mineral inventory

The remaining changes are attributable to mineral resource and reserve estimate updates at Cigar Lake and McArthur River.

Our share of measured and indicated mineral resources increased from 426 million pounds U₃O₈ at the end of 2020, to 447 million pounds at the end of 2021. Our share of inferred mineral resources is 154 million pounds U₃O₈, a decrease of 20 million pounds from the end of 2020. The variance in mineral resources was primarily the result of the Inkai mineral resource estimate update.

MANAGEMENT’S DISCUSSION AND ANALYSIS    83

Qualified persons

The technical and scientific information discussed in this MD&A for our material properties (McArthur River/Key Lake, Cigar Lake and Inkai) was approved by the following individuals who are qualified persons for the purposes of NI 43-101:

MCARTHUR RIVER/KEY LAKE

• Greg Murdock, general manager, McArthur River/Key Lake, Cameco

• Alain D. Renaud, chief geologist, technical services, Cameco

• Biman Bharadwaj, principal metallurgist, technical services, Cameco

CIGAR LAKE

• Lloyd Rowson, general manager, Cigar Lake, Cameco

• Scott Bishop, director, technical services, Cameco

• Alain D. Renaud, chief geologist, technical services, Cameco

• Biman Bharadwaj, principal metallurgist, technical services, Cameco

INKAI

• Alain D. Renaud, chief geologist, technical services, Cameco

• Scott Bishop, director, technical services, Cameco

• Biman Bharadwaj, principal metallurgist, technical services, Cameco

• Sergey Ivanov, deputy director general, technical services, Cameco Kazakhstan LLP

Important information about mineral reserve and resource estimates

Although we have carefully prepared and verified the mineral reserve and resource figures in this document, the figures are estimates, based in part on forward-looking information.

Estimates are based on knowledge, mining experience, analysis of drilling results, the quality of available data and management’s best judgment. They are, however, imprecise by nature, may change over time, and include many variables and assumptions, including:

• geological interpretation

• extraction plans

• commodity prices and currency exchange rates

• recovery rates

• operating and capital costs

There is no assurance that the indicated levels of uranium will be produced, and we may have to re-estimate our mineral reserves based on actual production experience. Changes in the price of uranium, production costs or recovery rates could make it unprofitable for us to operate or develop a particular site or sites for a period of time. See page 2 for information about forward-looking information.

Please see our mineral reserves and resources section of our most recent annual information form for the specific assumptions, parameters and methods used for McArthur River, Inkai and Cigar Lake mineral reserve and resource estimates.

Important information for US investors

We present information about mineralization, mineral reserves and resources as required by National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (NI 43-101), in accordance with applicable Canadian securities laws. As a foreign private issuer filing reports with the US Securities and Exchange Commission (SEC) under the Multijurisdictional Disclosure System, we are not required to comply with the SEC’s disclosure requirements relating to mining properties. Investors in the United States should be aware that the disclosure requirements of NI 43-101 are different from those under applicable SEC rules, and the information that we present concerning mineralization, mineral reserves and resources may not be comparable to information made public by companies that comply with the SEC’s reporting and disclosure requirements for mining companies.

84    CAMECO CORPORATION

Mineral reserves

As of December 31, 2021 (100% – only the shaded column shows our share)

PROVEN AND PROBABLE

(tonnes in thousands; pounds in millions)

																				OUR
																				SHARE
		PROVEN						PROBABLE						TOTAL MINERAL RESERVES						RESERVES
	MINING			GRADE		CONTENT				GRADE		CONTENT				GRADE		CONTENT		CONTENT		METALLURGICAL
PROPERTY	METHOD	TONNES		% U3O8		(LBS U3O8)		TONNES		% U3O8		(LBS U3O8)		TONNES		% U3O8		(LBS U3O8)		(LBS U3O8)		RECOVERY (%)
Cigar Lake	UG		271.0		15.90		95.0		177.5		14.67		57.4		448.5		15.41		152.4		76.2		98.5
Key Lake	OP		61.1		0.52		0.7		—		—		—		61.1		0.52		0.7		0.6		95
McArthur River	UG		2,139.6		6.97		328.9		575.1		5.13		65.1		2,714.7		6.58		393.9		275.0		99
Inkai	ISR		264,001.7		0.04		226.9		80,459.5		0.03		54.3		344,461.2		0.04		281.2		112.5		85
Total			266,473.4		—		651.5		81,212.1		—		176.8		347,685.5		—		828.2		464.3		—

(UG – underground, OP – open pit, ISR – in situ recovery)

Note that the estimates in the above table:

• use a constant dollar average uranium price of approximately $50 (US) per pound U₃O₈ except Inkai, where an average uranium price of approximately $35 (US) per pound U₃O₈ was used by JV Inkai

• are based on exchange rates of $1.00 US=$1.25 Cdn and $1.00 US=425 Kazakhstan Tenge

Our estimate of mineral reserves and mineral resources may be positively or negatively affected by the occurrence of one or more of the material risks discussed under the heading Caution about forward-looking information beginning on page 2, as well as certain property-specific risks. See Uranium – Tier-one operations starting on page 62.

Metallurgical recovery

We report mineral reserves as the quantity of contained ore supporting our mining plans and provide an estimate of the metallurgical recovery for each uranium property. The estimate of the amount of valuable product that can be physically recovered by the metallurgical extraction process is obtained by multiplying the quantity of contained metal (content) by the planned metallurgical recovery percentage. The content and our share of uranium in the table above are before accounting for estimated metallurgical recovery.

MANAGEMENT’S DISCUSSION AND ANALYSIS    85

Mineral resources

As of December 31, 2021 (100% – only the shaded columns show our share)

MEASURED, INDICATED AND INFERRED

(tonnes in thousands; pounds in millions)

															OUR SHARE								OUR SHARE
	MEASURED RESOURCES (M)						INDICATED RESOURCES (I)										INFERRED RESOURCES
													TOTAL M+I		TOTAL M+I								INFERRED
			GRADE		CONTENT				GRADE		CONTENT		CONTENT		CONTENT				GRADE		CONTENT		CONTENT
PROPERTY	TONNES		% U3O8		(LBS U3O8)		TONNES		% U3O8		(LBS U3O8)		(LBS U3O8)		(LBS U3O8)		TONNES		% U3O8		(LBS U3O8)		(LBS U3O8)
Cigar Lake		26.8		7.55		4.5		313.3		14.37		99.3		103.7		51.9		186.4		5.58		22.9		11.5
Fox Lake		—		—		—		—		—		—		—		—		386.7		7.99		68.1		53.3
Kintyre		—		—		—		3,897.7		0.62		53.5		53.5		53.5		517.1		0.53		6.0		6.0
McArthur River		91.7		2.63		5.3		74.5		2.26		3.7		9.0		6.3		41.0		2.85		2.6		1.8
Millennium		—		—		—		1,442.6		2.39		75.9		75.9		53.0		412.4		3.19		29.0		20.2
Rabbit Lake		—		—		—		1,836.5		0.95		38.6		38.6		38.6		2,460.9		0.62		33.7		33.7
Tamarack		—		—		—		183.8		4.42		17.9		17.9		10.3		45.6		1.02		1.0		0.6
Yeelirrie		27,172.9		0.16		95.9		12,178.3		0.12		32.2		128.1		128.1		—		—		—		—
Crow Butte		1,558.1		0.19		6.6		939.3		0.35		7.3		13.9		13.9		531.4		0.16		1.8		1.8
Gas Hills - Peach		687.2		0.11		1.7		3,626.1		0.15		11.6		13.3		13.3		3,307.5		0.08		6.0		6.0
Inkai		87,192.7		0.03		56.1		65,236.0		0.02		32.9		89.1		35.6		36,165.2		0.03		23.9		9.6
North Butte - Brown Ranch		621.3		0.08		1.1		5,530.3		0.07		8.4		9.5		9.5		294.5		0.07		0.4		0.4
Ruby Ranch		—		—		—		2,215.3		0.08		4.1		4.1		4.1		56.2		0.14		0.2		0.2
Shirley Basin		89.2		0.16		0.3		1,638.2		0.11		4.1		4.4		4.4		508.0		0.10		1.1		1.1
Smith Ranch - Highland		3,703.5		0.10		7.9		14,372.3		0.05		17.0		24.9		24.9		6,861.0		0.05		7.7		7.7
Total		121,143.4		—		179.4		113,484.3		—		406.4		585.9		447.4		51,774.0		—		204.5		153.9

Note that mineral resources:

• do not include amounts that have been identified as mineral reserves

• do not have demonstrated economic viability

• totals may not add due to rounding

86    CAMECO CORPORATION

Additional information

Due to the nature of our business, we are required to make estimates that affect the amount of assets and liabilities, revenues and expenses, commitments and contingencies we report. We base our estimates on our experience, our best judgment, guidelines established by the Canadian Institute of Mining, Metallurgy and Petroleum and on assumptions we believe are reasonable.

We believe the following critical accounting estimates reflect the more significant judgments used in the preparation of our financial statements. These estimates affect all of our segments, unless otherwise noted.

Decommissioning and reclamation

In our uranium and fuel services segments, we are required to estimate the cost of decommissioning and reclamation for each operation, but we normally do not incur these costs until an asset is nearing the end of its useful life. Regulatory requirements and decommissioning methods could change during that time, making our actual costs different from our estimates. A significant change in these costs or in our mineral reserves could have a material impact on our net earnings and financial position. See note 15 to the financial statements.

Property, plant and equipment

We depreciate property, plant and equipment primarily using the unit-of-production method, where the carrying value is reduced as resources are depleted. A change in our mineral reserves would change our depreciation expenses, and such a change could have a material impact on amounts charged to earnings.

We assess the carrying values of property, plant and equipment and goodwill every year, or more often if necessary. If we determine that we cannot recover the carrying value of an asset or goodwill, we write off the unrecoverable amount against current earnings. We base our assessment of recoverability on assumptions and judgments we make about future prices, production costs, our requirements for sustaining capital and our ability to economically recover mineral reserves. A material change in any of these assumptions could have a significant impact on the potential impairment of these assets.

In performing impairment assessments of long-lived assets, assets that cannot be assessed individually are grouped together into the smallest group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Management is required to exercise judgment in identifying these cash generating units.

Taxes

When we are preparing our financial statements, we estimate taxes in each jurisdiction we operate in, taking into consideration different tax rates, non-deductible expenses, valuation of deferred tax assets, changes in tax laws and our expectations for future results.

We base our estimates of deferred income taxes on temporary differences between the assets and liabilities we report in our financial statements, and the assets and liabilities determined by the tax laws in the various countries we operate in. We record deferred income taxes in our financial statements based on our estimated future cash flows, which includes estimates of non-deductible expenses, future market conditions, production levels and intercompany sales. If these estimates are not accurate, there could be a material impact on our net earnings and financial position.

Controls and procedures

We have evaluated the effectiveness of our disclosure controls and procedures and internal control over financial reporting as of December 31, 2021, as required by the rules of the US Securities and Exchange Commission and the Canadian Securities Administrators.

MANAGEMENT’S DISCUSSION AND ANALYSIS    87

Management, including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), supervised and participated in the evaluation, and concluded that our disclosure controls and procedures are effective to provide a reasonable level of assurance that the information we are required to disclose in reports we file or submit under securities laws is recorded, processed, summarized and reported accurately, and within the time periods specified. It should be noted that, while the CEO and CFO believe that our disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect the disclosure controls and procedures or internal control over financial reporting to be capable of preventing all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Management, including our CEO and our CFO, is responsible for establishing and maintaining internal control over financial reporting and conducted an evaluation of the effectiveness of our internal control over financial reporting based on the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

There have been no changes in our internal control over financial reporting during the year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

New standards adopted

A number of amendments to existing standards became effective January 1, 2021 but they did not have an effect on the Company’s financial statements.

The following amendment to an existing standard is not yet effective for the year ended December 31, 2021 and has not been applied in preparing these consolidated financial statements. Cameco does not intend to early adopt the amendment.

In May 2021, the International Accounting Standards Board issued Deferred Tax related to Assets and Liabilities arising from a Single Transaction, which amended IAS 12, Income Taxes (IAS 12). The amendments are effective for periods beginning on or after January 1, 2023, with early adoption permitted. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences, such as leases and decommissioning liabilities. Cameco does not expect adoption of the standard to have a material impact on the financial statements.

88    CAMECO CORPORATION

Cameco Corporation

2021 consolidated financial statements

February 8, 2022

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  89

Report of management’s accountability

The accompanying consolidated financial statements have been prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Management is responsible for ensuring that these statements, which include amounts based upon estimates and judgments, are consistent with other information and operating data contained in the annual financial review and reflect the corporation’s business transactions and financial position.

Management is also responsible for the information disclosed in the management’s discussion and analysis including responsibility for the existence of appropriate information systems, procedures and controls to ensure that the information used internally by management and disclosed externally is complete and reliable in all material respects.

In addition, management is responsible for establishing and maintaining an adequate system of internal control over financial reporting. The internal control system includes an internal audit function and a code of conduct and ethics, which is communicated to all levels in the organization and requires all employees to maintain high standards in their conduct of the Company’s affairs. Such systems are designed to provide reasonable assurance that the financial information is relevant, reliable and accurate and that the Company’s assets are appropriately accounted for and adequately safeguarded. Management conducted an evaluation of the effectiveness of the system of internal control over financial reporting based on the criteria established in “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s system of internal control over financial reporting was effective as at December 31, 2021.

KPMG LLP has audited the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).

The board of directors annually appoints an audit and finance committee comprised of directors who are not employees of the corporation. This committee meets regularly with management, the internal auditor and the shareholders’ auditors to review significant accounting, reporting and internal control matters. Both the internal and shareholders’ auditors have unrestricted access to the audit and finance committee. The audit and finance committee reviews the consolidated financial statements, the report of the shareholders’ auditors, and management’s discussion and analysis and submits its report to the board of directors for formal approval.

Original signed by Tim S. Gitzel	Original signed by Grant E. Isaac
President and Chief Executive Officer	Senior Vice-President and Chief Financial Officer
February 8, 2022	February 8, 2022

90  CAMECO CORPORATION

Report of independent registered public accounting firm

To the Shareholders and Board of Directors of Cameco Corporation

Opinion on the consolidated financial statements

We have audited the accompanying consolidated statements of financial position of Cameco Corporation (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years then ended, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and its financial performance and its cash flows for the years then ended, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 8, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical audit matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit and finance committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of recoverability of deferred tax assets

As discussed in note 21 to the consolidated financial statements, as of December 31, 2021 the Company has recorded a deferred tax asset of $937,579,000. The realization of this deferred tax asset is dependent on the generation of future taxable income in certain jurisdictions during the periods in which the Company’s deferred tax assets are available. Based on projections of future taxable income over the periods in which the deferred tax assets are available, realization of these deferred tax assets is probable. As discussed in note 5D, the calculation of income taxes requires the use of judgment and estimates. The determination of the recoverability of deferred tax assets is dependent on assumptions and judgments regarding future market conditions, production rates and intercompany sales, which can materially impact estimated future taxable income.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  91

We identified the assessment of the recoverability of the deferred tax asset as a critical audit matter due to the high degree of judgment required in assessing the significant assumptions and judgments that are reflected in the projections of future taxable income.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s assessment of the recoverability of the deferred tax asset, including controls related to the assumptions and judgments used in the projections of future taxable income. To assess the Company’s ability to estimate future taxable income, we compared the Company’s previous forecasts to actual results. To assess the Company’s estimate of future taxable income, we evaluated certain significant assumptions in the model. We compared future market conditions of forecast uranium sales prices to published views of independent market participants. We compared forecast sales, including intercompany sales, to historical trends, board approved budgets and committed sales volumes, including to a selection of committed sales contracts. We compared forecast production rates to historical data, board approved budgets and life of mine plans. We involved income tax professionals with specialized skills and knowledge to assist in assessing the Company’s application of the tax regulations in relevant jurisdictions.

Original signed by KPMG LLP

Chartered Professional Accountants

We have served as the Company’s auditor since 1988.

Saskatoon, Canada

February 8, 2022

92  CAMECO CORPORATION

Report of independent registered public accounting firm

To the Shareholders and Board of Directors of Cameco Corporation

Opinion on internal control over financial reporting

We have audited Cameco Corporation’s (the “Company”) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated statements of financial position of the Company as of December 31, 2021 and 2020, the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years then ended, and the related notes (collectively, the “consolidated financial statements”) and our report dated February 8, 2022 expressed an unqualified opinion on those consolidated financial statements.

Basis for opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Report of management’s accountability. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and limitations of internal control over financial reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  93

Original signed by KPMG LLP

Chartered Professional Accountants

Saskatoon, Canada

February 8, 2022

94  CAMECO CORPORATION

Consolidated statements of earnings

For the years ended December 31 ($Cdn thousands, except per share amounts)	Note	2021			2020
Revenue from products and services	17	$	1,474,984		$	1,800,073
Cost of products and services sold			1,282,635			1,484,962
Depreciation and amortization			190,415			208,662
Cost of sales	28		1,473,050			1,693,624
Gross profit			1,934			106,449
Administration			127,566			145,344
Exploration			8,016			10,873
Research and development			7,168			3,965
Other operating expense (income)	15		(8,407	)		23,921
Loss on disposal of assets			3,803			1,072
Loss from operations			(136,212	)		(78,726	)
Finance costs	19		(76,612	)		(96,133	)
Gain on derivatives	26		12,529			36,577
Finance income			6,804			10,835
Share of earnings from equity-accounted investee	11		68,283			36,476
Other income	20		21,353			51,440
Loss before income taxes			(103,855	)		(39,531	)
Income tax expense (recovery)	21		(1,201	)		13,666
Net loss		$	(102,654	)	$	(53,197	)
Net loss attributable to:
Equity holders			(102,577	)		(53,169	)
Non-controlling interest			(77	)		(28	)
Net loss		$	(102,654	)	$	(53,197	)
Loss per common share attributable to equity holders:
Basic	22	$	(0.26	)	$	(0.13	)
Diluted	22	$	(0.26	)	$	(0.13	)

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  95

Consolidated statements of comprehensive income

For the years ended December 31 ($Cdn thousands)	Note	2021			2020
Net loss		$	(102,654	)	$	(53,197	)
Other comprehensive income (loss), net of taxes:
Items that will not be reclassified to net earnings:
Remeasurements of defined benefit liability1	25		3,897			(4,959	)
Equity investments at FVOCI - net change in fair value2			22,059			16,986
Equity investments at FVOCI - net change in fair value -equity-accounted investee			—			(39	)
Items that are or may be reclassified to net earnings:
Exchange differences on translation of foreign operations			(30,384	)		26,807
Other comprehensive income (loss), net of taxes			(4,428	)		38,795
Total comprehensive loss		$	(107,082	)	$	(14,402	)
Other comprehensive income (loss) attributable to:
Equity holders		$	(4,426	)	$	38,799
Non-controlling interest			(2	)		(4	)
Other comprehensive income (loss) for the year		$	(4,428	)	$	38,795
Total comprehensive loss attributable to:
Equity holders		$	(107,003	)	$	(14,370	)
Non-controlling interest			(79	)		(32	)
Total comprehensive loss for the year		$	(107,082	)	$	(14,402	)

¹ Net of tax (2021 - $(1,274); 2020 - $1,463)

² Net of tax (2021 - $(3,267); 2020 - $(2,469))

96  CAMECO CORPORATION

Consolidated statements of financial position

As at December 31 ($Cdn thousands)	Note		2021		2020
Assets
Current assets
Cash and cash equivalents			$	1,247,447	$	918,382
Short-term investments				84,906		24,985
Accounts receivable		6		276,139		204,980
Current tax assets				4,966		8,184
Inventories		7		409,521		680,369
Supplies and prepaid expenses				95,341		89,428
Current portion of long-term receivables, investments and other		10		23,232		18,716
Total current assets				2,141,552		1,945,044
Property, plant and equipment		8		3,576,599		3,771,557
Intangible assets		9		51,247		55,822
Long-term receivables, investments and other		10		577,527		652,042
Investment in equity-accounted investee		11		233,240		219,688
Deferred tax assets		21		937,579		936,678
Total non-current assets				5,376,192		5,635,787
Total assets			$	7,517,744	$	7,580,831
Liabilities and shareholders’ equity
Current liabilities
Accounts payable and accrued liabilities		12	$	340,458	$	233,649
Current tax liabilities				4,129		1,480
Current portion of other liabilities		14		22,791		26,119
Current portion of provisions		15		46,365		42,535
Total current liabilities				413,743		303,783
Long-term debt		13		996,250		995,541
Other liabilities		14		171,774		166,559
Provisions		15		1,090,009		1,156,387
Total non-current liabilities				2,258,033		2,318,487
Shareholders’ equity
Share capital				1,903,357		1,869,710
Contributed surplus				230,039		237,358
Retained earnings				2,639,650		2,735,830
Other components of equity				72,795		115,457
Total shareholders’ equity attributable to equity holders				4,845,841		4,958,355
Non-controlling interest				127		206
Total shareholders’ equity				4,845,968		4,958,561
Total liabilities and shareholders’ equity			$	7,517,744	$	7,580,831

Commitments and contingencies [notes 8, 15, 21]

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  97

Consolidated statements of changes in equity

	Attributable to equity holders
($Cdn thousands)	Share capital		Contributed surplus			Retained earnings			Foreign currency translation			Equity investments at FVOCI			Total			Non- controlling interest			Total equity
Balance at January 1, 2021	$	1,869,710	$	237,358		$	2,735,830		$	103,925		$	11,532		$	4,958,355		$	206		$	4,958,561
Net loss		—		—			(102,577	)		—			—			(102,577	)		(77	)		(102,654	)
Other comprehensive income (loss)		—		—			3,897			(30,382	)		22,059			(4,426	)		(2	)		(4,428	)
Total comprehensive income (loss)		—		—			(98,680	)		(30,382	)		22,059			(107,003	)		(79	)		(107,082	)
Share-based compensation		—		4,536			—			—			—			4,536			—			4,536
Stock options exercised		33,647		(6,876	)		—			—			—			26,771			—			26,771
Restricted share units released		—		(4,979	)		—			—			—			(4,979	)		—			(4,979	)
Dividends		—		—			(31,839	)		—			—			(31,839	)		—			(31,839	)
Transfer to retained earnings [note 26]		—		—			34,339			—			(34,339	)		—			—			—
Balance at December 31, 2021	$	1,903,357	$	230,039		$	2,639,650		$	73,543		$	(748	)	$	4,845,841		$	127		$	4,845,968
Balance at January 1, 2020	$	1,862,749	$	234,681		$	2,825,596		$	77,114		$	(5,415	)	$	4,994,725		$	238		$	4,994,963
Net loss		—		—			(53,169	)		—			—			(53,169	)		(28	)		(53,197	)
Other comprehensive income (loss)		—		—			(4,959	)		26,811			16,947			38,799			(4	)		38,795
Total comprehensive income (loss)		—		—			(58,128	)		26,811			16,947			(14,370	)		(32	)		(14,402	)
Share-based compensation		—		6,564			—			—			—			6,564			—			6,564
Stock options exercised		6,961		(1,586	)		—			—			—			5,375			—			5,375
Restricted share units released		—		(2,301	)		—			—			—			(2,301	)		—			(2,301	)
Dividends		—		—			(31,638	)		—			—			(31,638	)		—			(31,638	)
Balance at December 31, 2020	$	1,869,710	$	237,358		$	2,735,830		$	103,925		$	11,532		$	4,958,355		$	206		$	4,958,561

98  CAMECO CORPORATION

Consolidated statements of cash flows

For the years ended December 31 ($Cdn thousands)	Note	2021			2020
Operating activities
Net loss		$	(102,654	)	$	(53,197	)
Adjustments for:
Depreciation and amortization			190,415			208,662
Deferred charges			608			(2,945	)
Unrealized loss (gain) on derivatives			13,771			(42,892	)
Share-based compensation	24		4,536			6,564
Loss on disposal of assets			3,803			1,072
Finance costs	19		76,612			96,133
Finance income			(6,804	)		(10,835	)
Share of earnings from equity-accounted investee	11		(68,283	)		(36,476	)
Other income	20		(446	)		(13,891	)
Other operating expense (income)	15		(8,407	)		23,921
Income tax expense (recovery)	21		(1,201	)		13,666
Interest received			9,374			9,994
Income taxes received (paid)			9,583			(4,374	)
Dividends from equity-accounted investee	31		50,128			54,404
Other operating items	23		287,253			(192,917	)
Net cash provided by operations			458,288			56,889
Investing activities
Additions to property, plant and equipment			(98,784	)		(77,462	)
Increase in short-term investments			(59,921	)		(24,985	)
Decrease in long-term receivables, investments and other			73,050			907
Proceeds from sale of property, plant and equipment			5,357			511
Net cash used in investing			(80,298	)		(101,029	)
Financing activities
Increase in long-term debt			—			397,539
Decrease in long-term debt			—			(400,000	)
Interest paid			(38,977	)		(65,547	)
Proceeds from issuance of shares, stock option plan			26,771			5,375
Lease principal payments			(2,727	)		(3,716	)
Dividends paid			(31,839	)		(31,638	)
Net cash used in financing			(46,772	)		(97,987	)
Increase (decrease) in cash and cash equivalents, during the year			331,218			(142,127	)
Exchange rate changes on foreign currency cash balances			(2,153	)		(1,922	)
Cash and cash equivalents, beginning of year			918,382			1,062,431
Cash and cash equivalents, end of year		$	1,247,447		$	918,382
Cash and cash equivalents is comprised of:
Cash		$	604,557		$	503,496
Cash equivalents			642,890			414,886
Cash and cash equivalents		$	1,247,447		$	918,382

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  99

Notes to consolidated financial statements

For the years ended December 31, 2021 and 2020

1. Cameco Corporation

Cameco Corporation is incorporated under the Canada Business Corporations Act. The address of its registered office is 2121 11th Street West, Saskatoon, Saskatchewan, S7M 1J3. The consolidated financial statements as at and for the year ended December 31, 2021 comprise Cameco Corporation and its subsidiaries (collectively, the Company or Cameco) and the Company’s interests in associates and joint arrangements.

Cameco is one of the world’s largest providers of the uranium needed to generate clean, reliable baseload electricity around the globe. The Company has mines in northern Saskatchewan and the United States, as well as a 40% interest in Joint Venture Inkai LLP (JV Inkai), a joint arrangement with Joint Stock Company National Atomic Company Kazatomprom (Kazatomprom), located in Kazakhstan. JV Inkai is accounted for on an equity basis (see note 11).

Cameco’s Cigar Lake mine was placed in a temporary state of care and maintenance in March of 2020 due to the global COVID-19 pandemic. While production resumed in September, the mine returned to a temporary state of care and maintenance in January 2021 as a result of the pandemic. Production once again resumed in April 2021. Cameco also has two other operations in northern Saskatchewan which are in care and maintenance. Rabbit Lake was placed in care and maintenance in the second quarter of 2016 while operations at McArthur River/Key Lake were suspended indefinitely in the third quarter of 2018. Cameco’s operations in the United States, Crow Butte and Smith Ranch-Highland, are also not currently producing as the decision was made in 2016 to curtail production and defer all wellfield development. See note 28 for the financial statement impact.

The Company is also a leading provider of nuclear fuel processing services, supplying much of the world’s reactor fleet with the fuel to generate one of the cleanest sources of electricity available today. It operates the world’s largest commercial refinery in Blind River, Ontario, controls a significant portion of the world UF₆ primary conversion capacity in Port Hope, Ontario and is a leading manufacturer of fuel assemblies and reactor components for CANDU reactors at facilities in Port Hope and Cobourg, Ontario. Also a result of the COVID-19 pandemic, production was temporarily suspended at the Port Hope UF₆ conversion plant and at the Blind River refinery for approximately four weeks in the second quarter of 2020. See note 28 for the financial statement impact.

2. Significant accounting policies

A. Statement of compliance

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

These consolidated financial statements were authorized for issuance by the Company’s board of directors on February 8, 2022.

B. Basis of presentation

These consolidated financial statements are presented in Canadian dollars, which is the Company’s functional currency. All financial information is presented in Canadian dollars, unless otherwise noted. Amounts presented in tabular format have been rounded to the nearest thousand except per share amounts and where otherwise noted.

100  CAMECO CORPORATION

The consolidated financial statements have been prepared on the historical cost basis except for the following material items which are measured on an alternative basis at each reporting date:

Derivative financial instruments	Fair value through profit or loss (FVTPL)
Equity investments	Fair value through other comprehensive income (FVOCI)
Liabilities for cash-settled share-based payment arrangements	FVTPL
Net defined benefit liability	Fair value of plan assets less the present value of the defined benefit obligation

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenue and expenses. Actual results may vary from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in note 5.

This summary of significant accounting policies is a description of the accounting methods and practices that have been used in the preparation of these consolidated financial statements and is presented to assist the reader in interpreting the statements contained herein. These accounting policies have been applied consistently to all entities within the consolidated group.

C. Consolidation principles

i. Business combinations

The acquisition method of accounting is used to account for the acquisition of subsidiaries by the Company. The Company measures goodwill at the acquisition date as the fair value of the consideration transferred, including the recognized amount of any non-controlling interests in the acquiree, less the net recognized amount (generally fair value) of the identifiable assets acquired and liabilities assumed, all measured as of the acquisition date. When the excess is negative, a bargain purchase gain is recognized immediately in earnings. In a business combination achieved in stages, the acquisition date fair value of the Company’s previously held equity interest in the acquiree is also considered in computing goodwill.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred and equity interests issued by the Company. Consideration also includes the fair value of any contingent consideration and share-based compensation awards that are replaced mandatorily in a business combination.

The Company elects on a transaction-by-transaction basis whether to measure any non-controlling interest at fair value, or at their proportionate share of the recognized amount of the identifiable net assets of the acquiree, at the acquisition date.

Acquisition-related costs are expensed as incurred, except for those costs related to the issue of debt or equity instruments.

ii. Subsidiaries

The consolidated financial statements include the accounts of Cameco and its subsidiaries. Subsidiaries are entities over which the Company has control. Subsidiaries are fully consolidated from the date on which control is acquired by the Company and are deconsolidated from the date that control ceases.

iii. Investments in equity-accounted investees

Cameco’s investments in equity-accounted investees include investments in associates.

Associates are those entities over which the Company has significant influence, but not control or joint control, over the financial and operating policies. Significant influence is presumed to exist when the Company holds between 20% and 50% of the voting power of another entity, but can also arise where the Company holds less than 20% if it has the power to be actively involved and influential in policy decisions affecting the entity.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  101

Investments in associates are accounted for using the equity method. The equity method involves the recording of the initial investment at cost and the subsequent adjusting of the carrying value of the investment for Cameco’s proportionate share of the earnings or loss and any other changes in the associates’ net assets, such as dividends. The cost of the investment includes transaction costs.

Adjustments are made to align the accounting policies of the associate with those of the Company before applying the equity method. When the Company’s share of losses exceeds its interest in an equity-accounted investee, the carrying amount of that interest is reduced to zero, and the recognition of further losses is discontinued except to the extent that the Company has incurred legal or constructive obligations or made payments on behalf of the associate. If the associate subsequently reports profits, Cameco resumes recognizing its share of those profits only after its share of the profits equals the share of losses not recognized.

iv. Joint arrangements

A joint arrangement can take the form of a joint operation or joint venture. All joint arrangements involve a contractual arrangement that establishes joint control.

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. A joint operation may or may not be structured through a separate vehicle. These arrangements involve joint control of one or more of the assets acquired or contributed for the purpose of the joint operation. The consolidated financial statements of the Company include its share of the assets in such joint operations, together with its share of the liabilities, revenues and expenses arising jointly or otherwise from those operations. All such amounts are measured in accordance with the terms of each arrangement.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint venture is always structured through a separate vehicle. It operates in the same way as other entities, controlling the assets of the joint venture, earning its own revenue and incurring its own liabilities and expenses. Interests in joint ventures are accounted for using the equity method of accounting, whereby the Company’s proportionate interest in the assets, liabilities, revenues and expenses of jointly controlled entities are recognized on a single line in the consolidated statements of financial position and consolidated statements of earnings. The share of joint ventures results is recognized in the Company’s consolidated financial statements from the date that joint control commences until the date at which it ceases.

v. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Company’s interest in the investee. Unrealized losses are eliminated in the same manner as unrealized gains, but only to the extent that there is no evidence of impairment.

D. Foreign currency translation

Items included in the financial statements of each of Cameco’s subsidiaries, associates and joint arrangements are measured using their functional currency, which is the currency of the primary economic environment in which the entity operates. The consolidated financial statements are presented in Canadian dollars, which is Cameco’s functional and presentation currency.

102  CAMECO CORPORATION

i. Foreign currency transactions

Foreign currency transactions are translated into the respective functional currency of the Company and its entities using the exchange rates prevailing at the dates of the transactions. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. The applicable exchange gains and losses arising on these transactions are reflected in earnings with the exception of foreign exchange gains or losses on provisions for decommissioning and reclamation activities that are in a foreign currency, which are capitalized in property, plant and equipment.

ii. Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Canadian dollars at exchange rates at the reporting dates. The revenues and expenses of foreign operations are translated to Canadian dollars at exchange rates at the dates of the transactions.

Foreign currency differences are recognized in other comprehensive income. When a foreign operation is disposed of, in whole, the relevant amount in the foreign currency translation account is transferred to earnings as part of the gain or loss on disposal.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of the net investment in a foreign operation, and are recognized in other comprehensive income and presented within equity in the foreign currency translation account.

E. Cash and cash equivalents

Cash and cash equivalents consists of balances with financial institutions and investments in money market instruments, which have a term to maturity of three months or less at the time of purchase and are measured at amortized cost.

F. Short-term investments

Short-term investments are comprised of money market instruments with terms to maturity between three and 12 months and are measured at amortized cost.

G. Inventories

Inventories of broken ore, uranium concentrates, and refined and converted products are measured at the lower of cost and net realizable value.

Cost includes direct materials, direct labour, operational overhead expenses and depreciation. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

Consumable supplies and spares are valued at the lower of cost or replacement value.

H. Property, plant and equipment

i. Buildings, plant and equipment and other

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment charges. The cost of self-constructed assets includes the cost of materials and direct labour, borrowing costs and any other costs directly attributable to bringing the assets to the location and condition necessary for them to be capable of operating in the manner intended by management, including the initial estimate of the cost of dismantling and removing the items and restoring the site on which they are located.

When components of an item of property, plant and equipment have different useful lives, they are accounted for as separate items of property, plant and equipment and depreciated separately.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  103

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognized in earnings.

ii. Mineral properties and mine development costs

The decision to develop a mine property within a project area is based on an assessment of the commercial viability of the property, the availability of financing and the existence of markets for the product. Once the decision to proceed to development is made, development and other expenditures relating to the project area are deferred as part of assets under construction and disclosed as a component of property, plant and equipment with the intention that these will be depreciated by charges against earnings from future mining operations. No depreciation is charged against the property until the production stage commences. After a mine property has been brought into the production stage, costs of any additional work on that property are expensed as incurred, except for large development programs, which will be deferred and depreciated over the remaining life of the related assets.

The production stage is reached when a mine property is in the condition necessary for it to be capable of operating in the manner intended by management. The criteria used to assess the start date of the production stage are determined based on the nature of each mine construction project, including the complexity of a mine site. A range of factors is considered when determining whether the production stage has been reached, which includes, but is not limited to, the demonstration of sustainable production at or near the level intended (such as the demonstration of continuous throughput levels at or above a target percentage of the design capacity).

iii. Depreciation

Depreciation is calculated over the depreciable amount, which is the cost of the asset less its residual value. Assets which are unrelated to production are depreciated according to the straight-line method based on estimated useful lives as follows:

Land	Not depreciated
Buildings	15 - 25 years
Plant and equipment	3 - 15 years
Furniture and fixtures	3 - 10 years
Other	3 - 5 years

Mining properties and certain mining and conversion assets for which the economic benefits from the asset are consumed in a pattern which is linked to the production level are depreciated according to the unit-of-production method. For conversion assets, the amount of depreciation is measured by the portion of the facilities’ total estimated lifetime production that is produced in that period. For mining assets and properties, the amount of depreciation or depletion is measured by the portion of the mines’ proven and probable mineral reserves recovered during the period.

Depreciation methods, useful lives and residual values are reviewed at each reporting period and are adjusted if appropriate.

iv. Borrowing costs

Borrowing costs on funds directly attributable to finance the acquisition, production or construction of a qualifying asset are capitalized until such time as substantially all the activities necessary to prepare the qualifying asset for its intended use are complete. A qualifying asset is one that takes a substantial period of time to prepare for its intended use. Capitalization is discontinued when the asset enters the production stage or development ceases. Where the funds used to finance a project form part of general borrowings, interest is capitalized based on the weighted average interest rate applicable to the general borrowings outstanding during the period of construction.

v. Repairs and maintenance

The cost of replacing a component of property, plant and equipment is capitalized if it is probable that future economic benefits embodied within the component will flow to the Company. The carrying amount of the replaced component is derecognized. Costs of routine maintenance and repair are charged to products and services sold.

104  CAMECO CORPORATION

I. Goodwill and intangible assets

Goodwill arising from the acquisition of subsidiaries is initially recognized at cost, measured as the excess of the fair value of the consideration paid over the fair value of the identifiable net assets acquired. At the date of acquisition, goodwill is allocated to the cash generating unit (CGU), or group of CGUs that is expected to receive the economic benefits of the business combination. Goodwill is subsequently measured at cost, less accumulated impairment losses.

Intangible assets acquired individually or as part of a group of assets are initially recognized at cost and measured subsequently at cost less accumulated amortization and impairment losses. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. The cost of a group of intangible assets acquired in a transaction, including those acquired in a business combination that meet the specified criteria for recognition apart from goodwill, is allocated to the individual assets acquired based on their relative fair values.

Intangible assets that have finite useful lives are amortized over their estimated remaining useful lives. Amortization methods and useful lives are reviewed at each reporting period and are adjusted if appropriate.

J. Leases

Cameco recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which is the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received, and subsequently at cost less any accumulated depreciation and impairment losses. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the cost of the right-of-use asset reflects that the Company will exercise a purchase option, in which case the right-of-use asset will be depreciated on the same basis as that of property, plant and equipment.

The lease liability is measured at amortized cost using the effective interest method. It is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease, or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. Generally, Cameco uses its incremental borrowing rate as the discount rate. Current borrowing rates available for classes of leased assets are compared with the rates of Cameco’s existing debt facilities to ensure that use of the Company’s incremental borrowing rate is reasonable.

The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee, or as appropriate, changes in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

Cameco uses judgement in determining the lease term for some lease contracts that include renewal options. The assessment of whether the Company is reasonably certain to exercise such options impacts the lease term, which affects the amount of lease liabilities and right-of-use assets recognized.

The Company has elected not to recognize right-of-use assets and lease liabilities for leases of low-value assets and short-term leases that have a lease term of 12 months or less. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

K. Finance income and finance costs

Finance income comprises interest income on funds invested. Interest income and interest expense are recognized in earnings as they accrue, using the effective interest method. Finance costs comprise interest and fees on borrowings, unwinding of the discount on provisions and costs incurred on redemption of debentures.

Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are expensed in the period incurred.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  105

L. Research and development costs

Expenditures on research are charged against earnings when incurred. Development costs are recognized as assets when the Company can demonstrate technical feasibility and that the asset will generate probable future economic benefits.

M. Impairment

i. Non-derivative financial assets

Cameco recognizes loss allowances for expected credit losses (ECLs) on financial assets measured at amortized cost, debt investments measured at FVOCI, and contract assets. It measures loss allowances at an amount equal to lifetime ECLs, except for debt securities that are determined to have low credit risk at the reporting date and other debt securities, loans advanced and bank balances for which credit risk has not increased significantly since initial recognition. For these, loss allowances are measured equal to 12-month ECLs.

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a financial instrument while 12-month ECLs are the portion of ECLs that result from default events that are possible within the 12 months after the reporting date (or a shorter period if the expected life of the instrument is less than 12 months). The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Company expects to receive. ECLs are discounted at the effective interest rate of the financial asset.

When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company’s historical experience and informed credit assessment and including forward-looking information.

The Company considers a financial asset to be in default when the borrower is unlikely to pay its credit obligations in full, without recourse by Cameco to actions such as realizing security (if any is held).

The Company considers a debt security to have low credit risk when it is at least an A (low) DBRS or A- S&P rating.

Financial assets carried at amortized cost and debt securities at FVOCI are assessed at each reporting date to determine whether they are ‘credit-impaired’. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental effect on the estimated future cash flows of the financial asset have occurred. Evidence can include significant financial difficulty of the borrower or issuer, a breach of contract, restructuring of an amount due to the Company on terms that the Company would not consider otherwise, indications that a debtor or issuer will enter bankruptcy or other financial reorganization, or the disappearance of an active market for a security.

Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets. For debt securities at FVOCI, the loss allowance is charged to earnings and is recognized in OCI. The gross carrying amount of a financial asset is written off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.

ii. Non-financial assets

The carrying amounts of Cameco’s non-financial assets are reviewed throughout the year to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill is tested annually for impairment.

106  CAMECO CORPORATION

For impairment testing, assets are grouped together into CGUs which are the smallest group of assets that generate cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU. Fair value is determined as the amount that would be obtained from the sale of the asset or CGU in an arm’s-length transaction between knowledgeable and willing parties. For exploration properties, fair value is based on the implied fair value of the resources in place using comparable market transaction metrics.

An impairment loss is recognized if the carrying amount of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognized in earnings. Impairment losses recognized in respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

Impairment losses recognized in prior periods are assessed throughout the year, whenever events or changes in circumstances indicate that the impairment may have reversed. If the impairment has reversed, the carrying amount of the asset is increased to its recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized. A reversal of an impairment loss is recognized immediately in earnings. An impairment loss in respect of goodwill is not reversed.

N. Exploration and evaluation expenditures

Exploration and evaluation expenditures are those expenditures incurred by the Company in connection with the exploration for and evaluation of mineral resources before the technical feasibility and commercial viability of extracting a mineral resource are demonstrable. These expenditures include researching and analyzing existing exploration data, conducting geological studies, exploratory drilling and sampling, and compiling prefeasibility and feasibility studies. Exploration and evaluation expenditures are charged against earnings as incurred, except when there is a high degree of confidence in the viability of the project and it is probable that these costs will be recovered through future development and exploitation.

The technical feasibility and commercial viability of extracting a resource is considered to be determinable based on several factors, including the existence of proven and probable reserves and the demonstration that future economic benefits are probable. When an area is determined to be technically feasible and commercially viable, the exploration and evaluation assets attributable to that area are first tested for impairment and then transferred to property, plant and equipment.

Exploration and evaluation costs that have been acquired in a business combination or asset acquisition are capitalized under the scope of IFRS 6, Exploration for and Evaluation of Mineral Resources, and are reported as part of property, plant and equipment.

O. Provisions

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the risk-adjusted expected future cash flows at a pre-tax risk-free rate that reflects current market assessments of the time value of money. The unwinding of the discount is recognized as a finance cost.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  107

i. Environmental restoration

The mining, extraction and processing activities of the Company normally give rise to obligations for site closure and environmental restoration. Closure and restoration can include facility decommissioning and dismantling, removal or treatment of waste materials, as well as site and land restoration. The Company provides for the closure, reclamation and decommissioning of its operating sites in the financial period when the related environmental disturbance occurs, based on the estimated future costs using information available at the reporting date. Costs included in the provision comprise all closure and restoration activity expected to occur gradually over the life of the operation and at the time of closure. Routine operating costs that may impact the ultimate closure and restoration activities, such as waste material handling conducted as a normal part of a mining or production process, are not included in the provision.

The timing of the actual closure and restoration expenditure is dependent upon a number of factors such as the life and nature of the asset, the operating licence conditions and the environment in which the mine operates. Closure and restoration provisions are measured at the expected value of future cash flows, discounted to their present value using a current pre-tax risk-free rate. Significant judgments and estimates are involved in deriving the expectations of future activities and the amount and timing of the associated cash flows.

At the time a provision is initially recognized, to the extent that it is probable that future economic benefits associated with the reclamation, decommissioning and restoration expenditure will flow to the Company, the corresponding cost is capitalized as an asset. The capitalized cost of closure and restoration activities is recognized in property, plant and equipment and depreciated on a unit-of-production basis. The value of the provision is gradually increased over time as the effect of discounting unwinds. The unwinding of the discount is an expense recognized in finance costs.

Closure and rehabilitation provisions are also adjusted for changes in estimates. The provision is reviewed at each reporting date for changes to obligations, legislation or discount rates that effect change in cost estimates or life of operations. The cost of the related asset is adjusted for changes in the provision resulting from changes in estimated cash flows or discount rates, and the adjusted cost of the asset is depreciated prospectively.

ii. Waste disposal

The refining, conversion and manufacturing processes generate certain uranium-contaminated waste. The Company has established strict procedures to ensure this waste is disposed of safely. A provision for waste disposal costs in respect of these materials is recognized when they are generated. Costs associated with the disposal, the timing of cash flows and discount rates are estimated both at initial recognition and subsequent measurement.

P. Employee future benefits

i. Pension obligations

The Company accrues its obligations under employee benefit plans. The Company has both defined benefit and defined contribution plans. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. The Company has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan other than a defined contribution plan. Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation.

108  CAMECO CORPORATION

The liability recognized in the consolidated statements of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the reporting date less the fair value of plan assets. The defined benefit obligation is calculated annually, by qualified independent actuaries using the projected unit credit method prorated on service and management’s best estimate of expected plan investment performance, salary escalation, retirement ages of employees and expected health care costs. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating the terms of the related pension liability.

The Company recognizes all actuarial gains and losses arising from defined benefit plans in other comprehensive income, and reports them in retained earnings. When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognized immediately in earnings.

For defined contribution plans, the contributions are recognized as employee benefit expense in earnings in the periods during which services are rendered by employees. Prepaid contributions are recognized as an asset to the extent that a cash refund or a reduction in future payments is available.

ii. Other post-retirement benefit plans

The Company provides certain post-retirement health care benefits to its retirees. The entitlement to these benefits is usually conditional on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit pension plans. Actuarial gains and losses are recognized in other comprehensive income in the period in which they arise. These obligations are valued annually by independent qualified actuaries.

iii. Short-term employee benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognized for the amount expected to be paid under short-term cash bonus plans if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be measured reliably.

iv. Termination benefits

Termination benefits are payable when employment is terminated by the Company before the normal retirement date, or whenever an employee accepts an entity’s offer of benefits in exchange for termination of employment. Cameco recognizes termination benefits as an expense at the earlier of when the Company can no longer withdraw the offer of those benefits and when the Company recognizes costs for a restructuring. If benefits are payable more than 12 months after the reporting period, they are discounted to their present value.

v. Share-based compensation

For equity-settled plans, the grant date fair value of share-based compensation awards granted to employees is recognized as an employee benefit expense, with a corresponding increase in equity, over the period that the employees unconditionally become entitled to the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service and vesting conditions are expected to be met, such that the amount ultimately recognized as an expense is based on the number of awards that meet the related service and non-market performance conditions at the vesting date.

For cash-settled plans, the fair value of the amount payable to employees is recognized as an expense, with a corresponding increase in liabilities, over the period that the employees unconditionally become entitled to payment. The liability is re-measured at each reporting date and at settlement date. Any changes in the fair value of the liability are recognized as employee benefit expense in earnings.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  109

When the terms and conditions of equity-settled plans at the time they were granted are subsequently modified, the fair value of the share-based payment under the original terms and conditions and under the modified terms and conditions are both determined at the date of the modification. Any excess of the modified fair value over the original fair value is recognised over the remaining vesting period in addition to the grant date fair value of the original share-based payment. The share-based payment expense is not adjusted if the modified fair value is less than the original fair value.

Cameco’s contributions under the employee share ownership plan are expensed during the year of contribution. Shares purchased with Company contributions and with dividends paid on such shares become unrestricted on January 1 of the second plan year following the date on which such shares were purchased.

Q. Revenue recognition

Cameco supplies uranium concentrates, uranium conversion services, fabrication services and other services. Revenue is measured based on the consideration specified in a contract with a customer. The Company recognizes revenue when it transfers control, as described below, over a good or service to a customer. Customers do not have the right to return products.

Cameco’s sales arrangements with its customers are pursuant to enforceable contracts that indicate the nature and timing of satisfaction of performance obligations, including significant payment terms, where payment is usually due in 30 days. Each delivery is considered a separate performance obligation under the contract.

Uranium supply

In a uranium supply arrangement, Cameco is contractually obligated to provide uranium concentrates to its customers. Cameco-owned uranium may be physically delivered to either the customer or to conversion facilities (Converters).

For deliveries to customers, terms in the sales contract specify the location of delivery. Revenue is recognized when the uranium has been delivered and accepted by the customer at that location.

When uranium is delivered to Converters, the Converter will credit Cameco’s account for the volume of accepted uranium. Based on delivery terms in the sales contract with its customer, Cameco instructs the Converter to transfer title of a contractually specified quantity of uranium to the customer’s account at the Converter’s facility. At this point, control has been transferred and Cameco recognizes revenue for the uranium supply.

Toll conversion services

In a toll conversion arrangement, Cameco is contractually obligated to convert customer-owned uranium to a chemical state suitable for enrichment. Based on delivery terms in a sales contract with its customer, Cameco either (i) physically delivers converted uranium to enrichment facilities (Enrichers) where it instructs the Enricher to transfer title of a contractually specified quantity of converted uranium to the customer’s account at the Enricher’s facility, or (ii) transfers title of a contractually specified quantity of converted uranium to either an Enricher’s account or the customer’s account at Cameco’s Port Hope conversion facility. At this point, the customer obtains control and Cameco recognizes revenue for the toll conversion services.

Conversion supply

A conversion supply arrangement is a combination of uranium supply and toll conversion services. Cameco is contractually obligated to provide converted uranium to its customers. Based on delivery terms in the sales contract, Cameco either (i) physically delivers converted uranium to the Enricher where it instructs the Enricher to transfer title of a contractually specified quantity of converted uranium to the customer’s account at the Enricher’s facility, or (ii) transfers title of a contractually specified quantity of converted uranium to either an Enricher’s account or a customer’s account at Cameco’s Port Hope conversion facility. At this point, the customer obtains control and Cameco recognizes revenue for both the uranium supplied and the conversion service provided.

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Fabrication services

In a fabrication services arrangement, Cameco is contractually obligated to provide fuel bundles or reactor components to its customers. In a contract for fuel bundles, the bundles are inspected and accepted by the customer at Cameco’s Port Hope fabrication facility or another location based on delivery terms in the sales contract. At this point, the customer obtains control and Cameco recognizes revenue for the fabrication services.

In some contracts for reactor components, the components are made to a customer’s specification and if a contract is terminated by the customer, Cameco is entitled to reimbursement of the costs incurred to date, including a reasonable margin. Since the customer controls all of the work in progress as the products are being manufactured, revenue and associated costs are recognized over time, before the goods are delivered to the customer’s premises. Revenue is recognized on the basis of units produced as the contracts reflect a per unit basis. Revenue from these contracts represents an insignificant portion of Cameco’s total revenue. In other contracts where the reactor components are not made to a specific customer’s specification, when the components are delivered to the location specified in the contract, the customer obtains control and Cameco recognizes revenue for the services.

Other services

Uranium concentrates and converted uranium are regulated products and can only be stored at regulated facilities. In a storage arrangement, Cameco is contractually obligated to store uranium products at its facilities on behalf of the customer. Cameco invoices the customer in accordance with the contract terms and recognizes revenue on a monthly basis.

Cameco also provides customers with transportation of its uranium products. In the contractual arrangements where Cameco is acting as the principal, revenue is recognized as the product is delivered.

R. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another.

Trade receivables and debt securities are initially recognized when they are originated. All other financial assets and liabilities are initially recognized when the company becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not at fair value through profit or loss, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

i. Financial assets

On initial recognition, financial assets are classified as measured at: amortized cost, fair value through other comprehensive income, or fair value through profit or loss based on the Company’s business model for managing its financial assets and their cash flow characteristics. Classifications are not changed subsequent to initial recognition unless the Company changes its business model for managing its financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in business model.

Amortized cost

A financial asset is measured at amortized cost if it is not designated as at fair value through profit or loss, is held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. Assets in this category are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss, as is any gain or loss on derecognition.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  111

Fair value through other comprehensive income (FVOCI)

A debt investment is measured at FVOCI if it is not designated as at fair value through profit or loss, is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and its contractual terms give rise to cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding. These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in other comprehensive income (OCI). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

On initial recognition of an equity investment that is not held for trading, Cameco may irrevocably elect to present subsequent changes in the investments fair value in OCI. This election is made on an investment by investment basis. These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.

Fair value through profit or loss (FVTPL)

All financial assets not classified as measured at amortized cost or FVOCI are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss.

Derecognition of financial assets

Cameco derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which it neither transfers or retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

If the Company enters into a transaction whereby it transfers assets recognized in its statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets would not be derecognized.

ii. Financial liabilities

On initial recognition, financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as FVTPL if it is classified as held-for-trading, is a derivative or is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss as is any gain or loss on derecognition.

A financial liability is derecognized when its contractual obligations are discharged or cancelled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

iii. Derivative financial instruments

The Company holds derivative financial instruments to reduce exposure to fluctuations in foreign currency exchange rates and interest rates. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

112  CAMECO CORPORATION

Derivative financial instruments are initially measured at fair value in the consolidated statements of financial position, with any directly attributable transaction costs recognized in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes in fair value are recognized in profit or loss.

The purpose of hedging transactions is to modify the Company’s exposure to one or more risks by creating an offset between changes in the fair value of, or the cash flows attributable to, the hedged item and the hedging item. When hedge accounting is appropriate, the hedging relationship is designated as a fair value hedge, a cash flow hedge, or a foreign currency risk hedge related to a net investment in a foreign operation. The Company does not have any instruments that have been designated as hedge transactions at December 31, 2021 and 2020.

S. Income tax

Income tax expense is comprised of current and deferred taxes. Current tax and deferred tax are recognized in earnings except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantially enacted at the reporting date, and any adjustments to tax payable in respect of previous years. Current tax assets and liabilities are measured at the amount expected to be paid or recovered from the taxation authorities.

Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable income will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

The Company’s exposure to uncertain tax positions is evaluated and a provision is made where it is probable that this exposure will materialize.

T. Share capital

Common shares are classified as equity. Incremental costs directly attributable to the issue of common shares are recognized as a reduction of equity, net of any tax effects.

U. Earnings per share

The Company presents basic and diluted earnings per share data for its common shares. Earnings per share is calculated by dividing the net earnings attributable to equity holders of the Company by the weighted average number of common shares outstanding.

Diluted earnings per share is determined by adjusting the net earnings attributable to equity holders of the Company and the weighted average number of common shares outstanding, for the effects of all dilutive potential common shares. The calculation of diluted earnings per share assumes that outstanding options which are dilutive to earnings per share are exercised and the proceeds are used to repurchase shares of the Company at the average market price of the shares for the period. The effect is to increase the number of shares used to calculate diluted earnings per share.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  113

V. Segment reporting

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company’s other segments. To be classified as a segment, discrete financial information must be available and operating results must be regularly reviewed by the Company’s executive team.

Segment capital expenditure is the total cost incurred during the period to acquire property, plant and equipment, and intangible assets other than goodwill.

W. Government assistance

Government grants are recognized when there is reasonable assurance that the Company has complied with the relevant conditions of the grant and that the grant will be received. Grants that compensate the Company for expenses incurred are recognized in profit or loss as other income on a systematic basis in the periods in which the expenses have been recognized.

3. Accounting standards

A. Changes in accounting policy

A number of amendments to existing standards became effective January 1, 2021 but they did not have an effect on the Company’s financial statements.

B. New standards and interpretations not yet adopted

A new amendment to an existing standard is not yet effective for the year ended December 31, 2021 and has not been applied in preparing these consolidated financial statements. Cameco does not intend to early adopt the following amendment.

i. Income tax

In May 2021, the International Accounting Standards Board issued Deferred Tax related to Assets and Liabilities arising from a Single Transaction, which amended IAS 12, Income Taxes (IAS 12). The amendments are effective for periods beginning on or after January 1, 2023, with early adoption permitted. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of IAS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences, such as leases and decommissioning liabilities. Cameco does not expect adoption of the standard to have a material impact on the financial statements.

4. Determination of fair values

A number of the Company’s accounting policies and disclosures require the measurement of fair value, for both financial and non-financial assets and liabilities.

The fair value of an asset or liability is generally estimated as the amount that would be received on sale of an asset, or paid to transfer a liability in an orderly transaction between market participants at the reporting date. Fair values of assets and liabilities traded in an active market are determined by reference to last quoted prices, in the principal market for the asset or liability. In the absence of an active market for an asset or liability, fair values are determined based on market quotes for assets or liabilities with similar characteristics and risk profiles, or through other valuation techniques. Fair values determined using valuation techniques require the use of inputs, which are obtained from external, readily observable market data when available. In some circumstances, inputs that are not based on observable data must be used. In these cases, the estimated fair values may be adjusted in order to account for valuation uncertainty, or to reflect the assumptions that market participants would use in pricing the asset or liability.

114  CAMECO CORPORATION

All fair value measurements are categorized into one of three hierarchy levels, described below, for disclosure purposes. Each level is based on the transparency of the inputs used to measure the fair values of assets and liabilities:

Level 1 – Values based on unadjusted quoted prices in active markets that are accessible at the reporting date for identical assets or liabilities.

Level 2 – Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability.

Level 3 – Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

When the inputs used to measure fair value fall within more than one level of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety.

Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period during which the transfer occurred. There were no transfers between level 1, level 2, or level 3 during the period. Cameco does not have any recurring fair value measurements that are categorized as level 3 as of the reporting date.

Further information about the techniques and assumptions used to measure fair values is included in the following notes:

Note 24 - Share-based compensation plans

Note 26 - Financial instruments and risk management

5. Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future period affected.

Information about critical judgments in applying the accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is discussed below. Further details of the nature of these judgments, estimates and assumptions may be found in the relevant notes to the consolidated financial statements.

A. Recoverability of long-lived and intangible assets

Cameco assesses the carrying values of property, plant and equipment, and intangible assets when there is an indication of possible impairment. If it is determined that carrying values of assets or goodwill cannot be recovered, the unrecoverable amounts are charged against current earnings. Recoverability is dependent upon assumptions and judgments regarding market conditions, costs of production, sustaining capital requirements and mineral reserves. Other assumptions used in the calculation of recoverable amounts are discount rates, future cash flows and profit margins. A material change in assumptions may significantly impact the potential impairment of these assets.

B. Cash generating units

In performing impairment assessments of long-lived assets, assets that cannot be assessed individually are grouped together into the smallest group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Management is required to exercise judgment in identifying these CGUs.

C. Provisions for decommissioning and reclamation of assets

Significant decommissioning and reclamation activities are often not undertaken until near the end of the useful lives of the productive assets. Regulatory requirements and alternatives with respect to these activities are subject to change over time. A significant change to either the estimated costs, timing of the cash flows or mineral reserves may result in a material change in the amount charged to earnings.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  115

D. Income taxes

Cameco operates in a number of tax jurisdictions and is, therefore, required to estimate its income taxes in each of these tax jurisdictions in preparing its consolidated financial statements. In calculating income taxes, consideration is given to factors such as tax rates in the different jurisdictions, non-deductible expenses, changes in tax law and management’s expectations of future operating results. Cameco estimates deferred income taxes based on temporary differences between the income and losses reported in its consolidated financial statements and its taxable income and losses as determined under the applicable tax laws. The tax effect of these temporary differences is recorded as deferred tax assets or liabilities in the consolidated financial statements. The calculation of income taxes requires the use of judgment and estimates. The determination of the recoverability of deferred tax assets is dependent on assumptions and judgments regarding future market conditions, production rates and intercompany sales, which can materially impact estimated future taxable income. If these judgments and estimates prove to be inaccurate, future earnings may be materially impacted.

E. Mineral reserves

Depreciation on property, plant and equipment is primarily calculated using the unit-of-production method. This method allocates the cost of an asset to each period based on current period production as a portion of total lifetime production or a portion of estimated mineral reserves. Estimates of life-of-mine and amounts of mineral reserves are updated annually and are subject to judgment and significant change over time. If actual mineral reserves prove to be significantly different than the estimates, there could be a material impact on the amounts of depreciation charged to earnings.

6. Accounts receivable

	2021		2020
Trade receivables	$	271,015	$	166,054
GST/VAT receivables		3,919		38,192
Other receivables		1,205		734
Total	$	276,139	$	204,980

The Company’s exposure to credit and currency risks as well as credit losses related to trade and other receivables, excluding goods and services tax (GST)/value added tax (VAT) receivables, is disclosed in note 26.

7. Inventories

	2021		2020
Uranium
Concentrate	$	319,257	$	579,653
Broken ore		46,324		45,387
		365,581		625,040
Fuel services		43,549		52,273
Other		391		3,056
Total	$	409,521	$	680,369

Cameco expensed $1,218,000,000 of inventory as cost of sales during 2021 (2020 - $1,435,000,000).

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8. Property, plant and equipment

At December 31, 2021
	Land and buildings			Plant and equipment			Furniture and fixtures			Under construction			Exploration and evaluation			Total
Cost
Beginning of year	$	5,224,333		$	2,699,844		$	78,911		$	139,051		$	1,125,483		$	9,267,622
Additions		1,520			8,807			700			87,637			120			98,784
Transfers		17,145			31,243			5,130			(52,797	)		—			721
Change in reclamation provision [note 15]		(62,427	)		—			—			—			—			(62,427	)
Disposals		(23,075	)		(6,019	)		(345	)		(6,691	)		—			(36,130	)
Effect of movements in exchange rates		(5,287	)		(1,314	)		(30	)		—			(52,364	)		(58,995	)
End of year		5,152,209			2,732,561			84,366			167,200			1,073,239			9,209,575
Accumulated depreciation and impairment
Beginning of year		3,031,292			1,876,336			74,246			36,798			483,663			5,502,335
Depreciation charge		104,641			92,670			4,246			—			—			201,557
Change in reclamation provision [note 15](a)		(8,407	)		—			—			—			—			(8,407	)
Disposals		(20,999	)		(5,623	)		(345	)		—			—			(26,967	)
Effect of movements in exchange rates		(4,787	)		(1,155	)		(28	)		—			(25,416	)		(31,386	)
End of year		3,101,740			1,962,228			78,119			36,798			458,247			5,637,132
Right-of-use assets
Beginning of year		1,806			2,322			2,142			—			—			6,270
Additions		—			477			—			—			—			477
Depreciation charge		(875	)		(494	)		(501	)		—			—			(1,870	)
Transfers		—			(721	)		—			—			—			(721	)
End of year		931			1,584			1,641			—			—			4,156
Net book value at December 31, 2021	$	2,051,400		$	771,917		$	7,888		$	130,402		$	614,992		$	3,576,599

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  117

At December 31, 2020

	Land and buildings			Plant and equipment			Furniture and fixtures			Under construction			Exploration and evaluation			Total
Cost
Beginning of year	$	5,050,115		$	2,678,165		$	80,869		$	132,457		$	1,071,840		$	9,013,446
Additions		2,030			7,097			855			67,477			3			77,462
Transfers		37,971			21,405			2,554			(60,391	)		—			1,539
Change in reclamation provision		151,558			—			—			—			—			151,558
Disposals		(1,678	)		(3,385	)		(5,299	)		(492	)		(99	)		(10,953	)
Effect of movements in exchange rates		(15,663	)		(3,438	)		(68	)		—			53,739			34,570
End of year		5,224,333			2,699,844			78,911			139,051			1,125,483			9,267,622
Accumulated depreciation and impairment
Beginning of year		2,936,088			1,793,049			76,601			36,799			458,386			5,300,923
Depreciation charge		84,261			89,550			3,010			—			—			176,821
Change in reclamation provision(a)		23,921			—			—			—			—			23,921
Disposals		(903	)		(2,997	)		(5,299	)		(1	)		(150	)		(9,350	)
Effect of movements in exchange rates		(12,075	)		(3,266	)		(66	)		—			25,427			10,020
End of year		3,031,292			1,876,336			74,246			36,798			483,663			5,502,335
Right-of-use assets
Beginning of year		2,646			5,084			419			—			—			8,149
Additions		75			22			2,124			—			—			2,221
Disposals		(40	)		(747	)		—			—			—			(787	)
Depreciation charge		(875	)		(498	)		(401	)		—			—			(1,774	)
Transfers		—			(1,539	)		—			—			—			(1,539	)
End of year		1,806			2,322			2,142			—			—			6,270
Net book value at December 31, 2020	$	2,194,847		$	825,830		$	6,807		$	102,253		$	641,820		$	3,771,557

Cameco has contractual capital commitments of approximately $53,000,000 at December 31, 2021. Certain of the contractual commitments may contain cancellation clauses, however the Company discloses the commitments based on management’s intent to fulfill the contract. The majority of this amount is expected to be incurred in 2022.

(a) Asset retirement obligation assets are adjusted when the Company updates its reclamation provisions due to new cash flow estimates or changes in discount and inflation rates. When the assets of an operation have been written off due to an impairment, as is the case with our Rabbit Lake operation and some of our operations in the United States, the adjustment is recorded directly to the statement of earnings as other operating expense or income.

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9. Intangible assets

A. Reconciliation of carrying amount

At December 31, 2021

	Contracts			Intellectual property		Total
Cost
Beginning of year	$	111,388		$	118,819	$	230,207
Effect of movements in exchange rates		(770	)		—		(770	)
End of year		110,618			118,819		229,437
Accumulated amortization and impairment
Beginning of year		109,663			64,722		174,385
Amortization charge		975			3,582		4,557
Effect of movements in exchange rates		(752	)		—		(752	)
End of year		109,886			68,304		178,190
Net book value at December 31, 2021	$	732		$	50,515	$	51,247

At December 31, 2020

	Contracts			Intellectual property		Total
Cost
Beginning of year	$	113,707		$	118,819	$	232,526
Effect of movements in exchange rates		(2,319	)		—		(2,319	)
End of year		111,388			118,819		230,207
Accumulated amortization and impairment
Beginning of year		111,094			61,022		172,116
Amortization charge		1,008			3,700		4,708
Effect of movements in exchange rates		(2,439	)		—		(2,439	)
End of year		109,663			64,722		174,385
Net book value at December 31, 2020	$	1,725		$	54,097	$	55,822

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  119

B. Amortization

The intangible asset values relate to intellectual property acquired with Cameco Fuel Manufacturing Inc. (CFM) and purchase and sales contracts acquired with NUKEM. The CFM intellectual property is being amortized on a unit-of-production basis over its remaining life. Amortization is allocated to the cost of inventory and is recognized in cost of products and services sold as inventory is sold. The purchase and sales contracts will be amortized to earnings over the remaining terms of the underlying contracts, which extend to 2022. Amortization of the purchase contracts is allocated to the cost of inventory and is included in cost of products and services sold as inventory is sold. Sales contracts are amortized to revenue.

10. Long-term receivables, investments and other

	2021			2020
Investments in equity securities [note 26](a)	$	—		$	43,873
Derivatives [note 26]		32,098			45,605
Investment tax credits		95,722			95,642
Amounts receivable related to tax dispute [note 21](b)		295,221			303,222
Product loan(c)		176,904			176,904
Other		814			5,512
		600,759			670,758
Less current portion		(23,232	)		(18,716	)
Net	$	577,527		$	652,042

(a) Cameco designated the investments shown below as equity securities at FVOCI because these equity securities represented investments that the Company intended to hold for the long term for strategic purposes. During the year, Cameco divested of these securities since holding them no longer added value in terms of its strategic plan. There were no dividends recognized on any of these investments during the year.

	2021		2020
Investment in Denison Mines Corp.	$	—	$	20,677
Investment in UEX Corporation		—		13,005
Investment in ISO Energy Ltd.		—		6,923
Investment in GoviEx		—		2,875
Other		—		393
	$	—	$	43,873

(b) Cameco was required to remit or otherwise secure 50% of the cash taxes and transfer pricing penalties, plus related interest and instalment penalties assessed, in relation to its dispute with Canada Revenue Agency (CRA) (see note 21). In light of our view of the likely outcome of the case, Cameco expects to recover the amounts remitted to CRA, including cash taxes, interest and penalties totalling $295,221,000 already paid as at December 31, 2021 (December 31, 2020 - $303,222,000) (note 21).

(c) During 2018, as a result of the decision to temporarily suspend production at the McArthur River mine, Cameco loaned 5,400,000 pounds of uranium concentrate to its joint venture partner, Orano Canada Inc., (Orano). Orano is obligated to repay us in kind with uranium concentrate no later than December 31, 2023. The loan was recorded at Cameco’s weighted average cost of inventory.

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11. Equity-accounted investee

JV Inkai is the operator of the Inkai uranium deposit located in Kazakhstan. Cameco holds a 40% interest and Kazatomprom holds a 60% interest in JV Inkai. Cameco does not have joint control over the joint venture and as a result, Cameco accounts for JV Inkai on an equity basis.

JV Inkai is a uranium mining and milling operation that utilizes in-situ recovery (ISR) technology to extract uranium. The participants in JV Inkai purchase uranium from Inkai and, in turn, derive revenue directly from the sale of such product to third-party customers.

The following tables summarize the financial information of JV Inkai (100%):

	2021			2020
Cash and cash equivalents	$	12,893		$	47,539
Other current assets		301,589			115,647
Non-current assets		328,469			343,767
Current liabilities		(32,774	)		(26,397	)
Non-current liabilities		(38,635	)		(39,991	)
Net assets	$	571,542		$	440,565

	2021			2020
Revenue from products and services	$	387,319		$	252,764
Cost of products and services sold		(55,397	)		(57,358	)
Depreciation and amortization		(25,300	)		(24,081	)
Finance income		349			367
Finance costs		(796	)		(825	)
Other expense		(16,636	)		(12,305	)
Income tax expense		(60,357	)		(44,804	)
Net earnings		229,182			113,758
Other comprehensive loss		—			(97	)
Total comprehensive income	$	229,182		$	113,661

The following table reconciles the summarized financial information to the carrying amount of Cameco’s interest in JV Inkai:

	2021			2020
Opening net assets	$	440,565		$	442,074
Total comprehensive income		229,182			113,661
Dividends declared		(85,198	)		(64,456	)
Impact of foreign exchange		(13,007	)		(50,714	)
Closing net assets		571,542			440,565
Cameco’s share of net assets		228,617			176,226
Consolidating adjustments(a)		(60,348	)		(38,975	)
Fair value increment(b)		85,976			89,184
Dividends in excess of ownership percentage(c)		(22,085	)		(9,669	)
Impact of foreign exchange		1,080			2,922
Carrying amount in the statement of financial position	$	233,240		$	219,688

(a) Cameco records certain consolidating adjustments to eliminate unrealized profit and amortize historical differences in accounting policies. This amount is amortized to earnings over units of production.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  121

(b) Upon restructuring, Cameco assigned fair values to the assets and liabilities of JV Inkai. This increment is amortized to earnings over units of production.

(c) Cameco’s share of dividends follows its production purchase entitlements which is currently higher than its ownership interest.

12. Accounts payable and accrued liabilities

	2021		2020
Trade payables	$	213,377	$	137,190
Non-trade payables		66,048		58,105
Payables due to related parties [note 24]		61,033		38,354
Total	$	340,458	$	233,649

The Company’s exposure to currency and liquidity risk related to trade and other payables is disclosed in note 26.

13. Long-term debt

	2021		2020
Unsecured debentures
Series F - 5.09% debentures due November 14, 2042		99,336		99,319
Series G - 4.19% debentures due June 24, 2024		499,010		498,630
Series H - 2.95% debentures due October 21, 2027		397,904		397,592
Total	$	996,250	$	995,541

On October 21, 2020, Cameco issued $400,000,000 of Series H debentures which bear interest at a rate of 2.95% per annum. The net proceeds of the issue after deducting expenses were approximately $397,500,000. The debentures mature on October 21, 2027 and are being amortized at an effective interest rate of 3.05%. In conjunction with the issuance of the Series H debentures, on November 20, 2020, the $400,000,000 principal amount of the Series E debentures was redeemed. Cameco recognized $24,439,000 of finance costs in relation to the early redemption of these debentures (note 19).

Cameco has a $1,000,000,000 unsecured revolving credit facility that is available until October 1, 2025. Upon mutual agreement, the facility can be extended for an additional year on the anniversary date. In addition to direct borrowings under the facility, up to $100,000,000 can be used for the issuance of letters of credit and, to the extent necessary, it may be used to provide liquidity support for the Company’s commercial paper program. The agreement also provides the ability to increase the revolving credit facility above $1,000,000,000 by increments no less than $50,000,000, to a total of $1,250,000,000. The facility ranks equally with all of Cameco’s other senior debt. As of December 31, 2021 and 2020, there were no amounts outstanding under this facility.

Cameco has $1,696,041,000 (2020 - $1,698,340,000) in letter of credit facilities. Outstanding and committed letters of credit at December 31, 2021 amounted to $1,573,873,000 (2020 - $1,596,488,000), the majority of which relate to future decommissioning and reclamation liabilities (note 15).

Cameco is bound by a covenant in its revolving credit facility. The covenant requires a funded debt to tangible net worth ratio equal to or less than 1:1. Non-compliance with this covenant could result in accelerated payment and termination of the revolving credit facility. At December 31, 2021, Cameco was in compliance with the covenant and does not expect its operating and investing activities in 2022 to be constrained by it.

122  CAMECO CORPORATION

The table below represents currently scheduled maturities of long-term debt:

2022	2023	2024	2025	2026	Thereafter	Total
$                                 —	—	499,010	—	—	497,240	$	996,250

14. Other liabilities

	2021			2020
Deferred sales [note 17]	$	23,316		$	14,382
Derivatives [note 26]		4,997			4,733
Accrued pension and post-retirement benefit liability [note 25]		89,002			91,729
Lease obligation		4,872			7,951
Product loan(a)		15,763			6,045
Other		56,615			67,838
		194,565			192,678
Less: current portion		(22,791	)		(26,119	)
Net	$	171,774		$	166,559

Expenses related to short-term leases and leases of low-value assets were insignificant during 2021.

(a) The Company has standby product loan facilities with various counterparties. The arrangements allow it to borrow up to 1,977,000 kgU of UF₆ conversion services and 2,606,000 pounds of U₃O₈ over the period 2020 to 2023 with repayment in kind up to December 31, 2023. Under the facilities, standby fees of up to 1% are payable based on the market value of the facilities and interest is payable on the market value of any amounts drawn at rates ranging from 0.5% to 1.6%. At December 31, 2021, we have 1,103,000 kgU of UF₆ conversion services drawn on the loans with repayment no later than December 31, 2022. The loan is recorded at Cameco’s weighted average cost of inventory.

15. Provisions

	Reclamation			Waste disposal			Total
Beginning of year	$	1,189,600		$	9,322		$	1,198,922
Changes in estimates and discount rates [note 8]
Capitalized in property, plant and equipment		(54,020	)		—			(54,020	)
Recognized in earnings [note 8]		(8,407	)		503			(7,904	)
Provisions used during the period		(19,024	)		(518	)		(19,542	)
Unwinding of discount [note 19]		21,347			98			21,445
Effect of movements in exchange rates		(2,527	)		—			(2,527	)
End of period	$	1,126,969		$	9,405		$	1,136,374
Current	$	45,013		$	1,352		$	46,365
Non-current		1,081,956			8,053			1,090,009
	$	1,126,969		$	9,405		$	1,136,374

A. Reclamation provision

Cameco’s estimates of future decommissioning obligations are based on reclamation standards that satisfy regulatory requirements. Elements of uncertainty in estimating these amounts include potential changes in regulatory requirements, decommissioning and reclamation alternatives and amounts to be recovered from other parties.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  123

Cameco estimates total undiscounted future decommissioning and reclamation costs for its existing operating assets to be $1,100,378,000 (2020 - $1,130,495,000). The expected timing of these outflows is based on life-of-mine plans with the majority of expenditures expected to occur after 2027. These estimates are reviewed by Cameco technical personnel as required by regulatory agencies or more frequently as circumstances warrant. In connection with future decommissioning and reclamation costs, Cameco has provided financial assurances of $1,007,009,000 (2020 - $1,021,142,000) in the form of letters of credit to satisfy current regulatory requirements.

The reclamation provision relates to the following segments:

	2021		2020
Uranium	$	900,482	$	937,992
Fuel services		226,487		251,608
Total	$	1,126,969	$	1,189,600

B. Waste disposal

The fuel services segment consists of the Blind River refinery, Port Hope conversion facility and Cameco Fuel Manufacturing Inc.. The refining, conversion and manufacturing processes generate certain uranium contaminated waste. These include contaminated combustible material (paper, rags, gloves, etc.) and contaminated non-combustible material (metal parts, soil from excavations, building and roofing materials, spent uranium concentrate drums, etc.). These materials can in some instances be recycled or reprocessed. A provision for waste disposal costs in respect of these materials is recognized when they are generated.

Cameco estimates total undiscounted future costs related to existing waste disposal to be $8,169,000 (2020 - $8,044,000). The majority of these expenditures are expected to occur within the next four years.

16. Share capital

Authorized share capital:

• Unlimited number of first preferred shares

• Unlimited number of second preferred shares

• Unlimited number of voting common shares, no stated par value, not convertible or redeemable, and

• One Class B share

A. Common Shares

Number issued (number of shares)	2021		2020
Beginning of year		396,262,741		395,797,732
Issued:
Stock option plan [note 24]		1,796,524		465,009
End of year		398,059,265		396,262,741

All issued shares are fully paid. Holders of the common shares are entitled to exercise one vote per share at meetings of shareholders, are entitled to receive dividends if, as and when declared by our Board of Directors and are entitled to participate in any distribution of remaining assets following a liquidation.

The shares of Cameco are widely held and no shareholder, resident in Canada, is allowed to own more than 25% of the Company’s outstanding common shares, either individually or together with associates. A non-resident of Canada is not allowed to own more than 15%. In addition, no more than 25% of total shareholder votes cast may be cast by non-resident shareholders.

124  CAMECO CORPORATION

B. Class B share

One Class B share issued during 1988 and assigned $1 of share capital entitles the shareholder to vote separately as a class in respect of any proposal to locate the head office of Cameco to a place not in the province of Saskatchewan.

C. Dividends

Dividends on Cameco Corporation common shares are declared in Canadian dollars. For the year ended December 31, 2021, the dividend declared per share was $0.08 (December 31, 2020 - $0.08).

17. Revenue

Cameco’s sales contracts with customers contain both fixed and market-related pricing. Fixed-price contracts are typically based on a term-price indicator at the time the contract is accepted and escalated over the term of the contract. Market-related contracts are based on either the spot price or long-term price, and the price is quoted at the time of delivery rather than at the time the contract is accepted. These contracts often include a floor and/or ceiling prices, which are usually escalated over the term of the contract. Escalation is generally based on a consumer price index. The Company’s contracts contain either one of these pricing mechanisms or a combination of the two. There is no variable consideration in the contracts and therefore no revenue is considered constrained at the time of delivery. Cameco expenses the incremental costs of obtaining a contract as incurred as the amortization period is less than a year.

The following table summarizes Cameco’s sales disaggregated by geographical region and contract type and includes a reconciliation to the Company’s reportable segments (note 28):

For the year ended December 31, 2021

	Uranium		Fuel services		Other		Total
Customer geographical region
Americas	$	547,257	$	287,802	$	12,769	$	847,828
Europe		218,879		77,110		2,945		298,934
Asia		288,857		39,365		—		328,222
	$	1,054,993	$	404,277	$	15,714	$	1,474,984
Contract type
Fixed-price	$	307,858	$	384,065	$	11,421	$	703,344
Market-related		747,135		20,212		4,293		771,640
	$	1,054,993	$	404,277	$	15,714	$	1,474,984

For the year ended December 31, 2020

	Uranium		Fuel services		Other		Total
Customer geographical region
Americas	$	593,182	$	206,011	$	3,321	$	802,514
Europe		323,565		123,864		3,331		450,760
Asia		499,378		47,421		—		546,799
	$	1,416,125	$	377,296	$	6,652	$	1,800,073
Contract type
Fixed-price	$	410,376	$	355,552	$	3,331	$	769,259
Market-related		1,005,749		21,744		3,321		1,030,814
	$	1,416,125	$	377,296	$	6,652	$	1,800,073

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  125

Deferred sales

The following table provides information about contract liabilities (note 14) from contracts with customers:

	2021			2020
Beginning of year	$	14,382		$	17,418
Additions		16,531			6,994
Recognized in revenue		(7,596	)		(10,026	)
Effect of movements in exchange rates		(1	)		(4	)
End of year	$	23,316		$	14,382

Deferred sales primarily relates to advance consideration received from customers for future conversion deliveries and fuel fabrication services as well as revenue related to the storage of uranium and converted uranium held at Cameco facilities. The revenue related to the fuel fabrication services and storage is recognized over time while the revenue related to future conversion deliveries is expected to be recognized between 2024 and 2030.

Cameco recognized an increase of revenue of $383,000 (2020 - reduction of revenue of $268,000) during 2021 from performance obligations satisfied (or partially satisfied) in previous periods. This is due to the difference between actual pricing indices and the estimates at the time of invoicing.

Future sales commitments

Cameco’s sales portfolio consists of short and long-term sales commitments. The contracts can be executed well in advance of a delivery and include both fixed and market-related pricing. The following table summarizes the expected future revenue, by segment, related to only fixed-price contracts with remaining future deliveries as follows:

	2022		2023		2024		2025		2026		Thereafter		Total
Uranium	$	298,355	$	273,739	$	332,247	$	219,546	$	108,004	$	527,366	$	1,759,257
Fuel services		298,232		248,395		269,227		241,940		181,707		560,458		1,799,959
Total	$	596,587	$	522,134	$	601,474	$	461,486	$	289,711	$	1,087,824	$	3,559,216

The sales contracts are denominated largely in US dollars and converted from US to Canadian dollars at a rate of $1.27.

The amounts in the table represent the consideration the Company will be entitled to receive when it satisfies the remaining performance obligations in the contracts. The amounts include assumptions about volumes for contracts that have volume flexibility. Cameco’s total revenue that will be earned will also include revenue from contracts with market-related pricing. The Company has elected to exclude these amounts from the table as the transaction price will not be known until the time of delivery. Contracts with an original duration of one year or less have been included in the table.

126  CAMECO CORPORATION

18. Employee benefit expense

The following employee benefit expenses are included in cost of products and services sold, administration, exploration, research and development and property, plant and equipment:

	2021		2020
Wages and salaries	$	236,181	$	226,725
Statutory and company benefits		43,870		41,299
Expenses related to defined benefit plans [note 25]		5,350		5,256
Expenses related to defined contribution plans [note 25]		12,939		12,410
Equity-settled share-based compensation [note 24]		7,837		9,738
Cash-settled share-based compensation [note 24]		41,839		27,241
Total	$	348,016	$	322,669

19. Finance costs

	2021		2020
Interest on long-term debt	$	39,266	$	43,340
Unwinding of discount on provisions [note 15]		21,445		14,403
Redemption of Series E debentures [note 13]		—		24,439
Other charges		15,901		13,951
Total	$	76,612	$	96,133

No borrowing costs were determined to be eligible for capitalization during the year.

20. Other income (expense)

	2021			2020
Foreign exchange gains		446			13,891
Government assistance(a)		21,209			37,347
Other		(302	)		202
Total	$	21,353		$	51,440

(a) In response to the negative economic impact of COVID-19, the Government of Canada announced the Canada Emergency Wage Subsidy program (CEWS). CEWS provides a subsidy on eligible remuneration based on certain criteria. In 2020, the Company qualified for the subsidy for the periods April through December and in 2021, for the periods January through June. There are no unfulfilled conditions and other contingencies attached to this government assistance. Given the current eligibility criteria, Cameco has determined that it will not apply for the CEWS in subsequent application periods.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  127

21. Income taxes

A. Significant components of deferred tax assets and liabilities

	Recognized in earnings						As at December 31
	2021			2020			2021		2020
Assets
Property, plant and equipment	$	82,677		$	(38,389	)	$	363,468	$	280,798
Provision for reclamation		(14,509	)		28,628			207,633		222,142
Inventories		2,489			4,071			6,559		4,071
Foreign exploration and development		(812	)		2			4,457		5,269
Income tax losses (gains)		(80,802	)		(7,629	)		301,910		382,712
Defined benefit plan actuarial losses		—			—			8,126		9,410
Long-term investments and other		16,405			(5,678	)		45,426		32,276
Deferred tax assets		5,448			(18,995	)		937,579		936,678
Liabilities
Inventories		—			(301	)		—		—
Deferred tax liabilities		—			(301	)		—		—
Net deferred tax asset (liability)	$	5,448		$	(18,694	)	$	937,579	$	936,678

Deferred tax allocated as	2021		2020
Deferred tax assets	$	937,579	$	936,678
Deferred tax liabilities		—		—
Net deferred tax asset	$	937,579	$	936,678

Cameco has recorded a deferred tax asset of $937,579,000 (2020 - $936,678,000). The realization of this deferred tax asset is dependent upon the generation of future taxable income in certain jurisdictions during the periods in which the Company’s deferred tax assets are available. The Company considers whether it is probable that all or a portion of the deferred tax assets will not be realized. In making this assessment, management considers all available evidence, including recent financial operations, projected future taxable income and tax planning strategies. Based on projections of future taxable income over the periods in which the deferred tax assets are available, realization of these deferred tax assets is probable and consequently the deferred tax assets have been recorded.

128  CAMECO CORPORATION

B. Movement in net deferred tax assets and liabilities

	2021			2020
Deferred tax asset at beginning of year	$	936,678		$	956,376
Recovery (expense) for the year in net earnings		5,448			(18,694	)
Expense for the year in other comprehensive income		(4,541	)		(1,006	)
Effect of movements in exchange rates		(6	)		2
End of year	$	937,579		$	936,678

C. Significant components of unrecognized deferred tax assets

	2021		2020
Income tax losses	$	288,637	$	271,163
Property, plant and equipment		2,209		2,204
Provision for reclamation		66,573		75,219
Long-term investments and other		58,330		60,223
Total	$	415,749	$	408,809

D. Tax rate reconciliation

The provision for income taxes differs from the amount computed by applying the combined expected federal and provincial income tax rate to earnings before income taxes. The reasons for these differences are as follows:

	2021			2020
Loss before income taxes and non-controlling interest	$	(103,855	)	$	(39,531	)
Combined federal and provincial tax rate		26.9	%		26.9	%
Computed income tax recovery		(27,937	)		(10,634	)
Increase (decrease) in taxes resulting from:
Difference between Canadian rates and rates applicable to subsidiaries in other countries		28,690			42,028
Change in unrecognized deferred tax assets		22,068			(7,766	)
Share-based compensation plans		—			398
Change in legislation		—			(1,978	)
Income in equity-accounted investee		(24,481	)		(12,155	)
Change in uncertain tax positions		1,099			2,455
Other permanent differences		(640	)		1,318
Income tax expense (recovery)	$	(1,201	)	$	13,666

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  129

E. Earnings and income taxes by jurisdiction

	2021			2020
Earnings (loss) before income taxes
Canada	$	58,624		$	72,809
Foreign		(162,479	)		(112,340	)
	$	(103,855	)	$	(39,531	)
Current income taxes (recovery)
Canada	$	2,257		$	(394	)
Foreign		1,990			(4,634	)
	$	4,247		$	(5,028	)
Deferred income taxes (recovery)
Canada	$	(3,937	)	$	9,122
Foreign		(1,511	)		9,572
	$	(5,448	)	$	18,694
Income tax expense (recovery)	$	(1,201	)	$	13,666

F. Reassessments

Canada

On February 18, 2021, the Supreme Court of Canada (Supreme Court) dismissed Canada Revenue Agency’s (CRA) application for leave to appeal the June 26, 2020 decision of the Federal Court of Appeal (Court of Appeal). The dismissal means that the dispute for the 2003, 2005 and 2006 tax years is fully and finally resolved in the Company’s favour.

In September 2018, the Tax Court of Canada (Tax Court) ruled that the marketing and trading structure involving foreign subsidiaries, as well as the related transfer pricing methodology used for certain intercompany uranium sales and purchasing agreements, were in full compliance with Canadian law for the tax years in question. Management believes the principles in the decision apply to all subsequent tax years, and that the ultimate resolution of those years will not be material to Cameco’s financial position, results of operations or liquidity in the year(s) of resolution.

The total tax reassessed for the three tax years was $11,000,000, and Cameco remitted 50%. Cameco has received refunds totaling about $5,500,000 plus interest.

In addition, on April 30, 2019, the Tax Court awarded Cameco $10,300,000 for legal fees incurred, plus an amount for disbursements of up to $16,700,000. The amount of the award was recognized as a reduction of administration expense in the first quarter of 2021.

If CRA continues to pursue reassessments for tax years subsequent to 2006, Cameco will continue to utilize its appeal rights under Canadian federal and provincial tax rules.

130  CAMECO CORPORATION

G. Income tax losses

At December 31, 2021, income tax losses carried forward of $2,177,025,000 (2020 - $2,399,647,000) are available to reduce taxable income. These losses expire as follows:

Date of expiry	Canada		US		Other		Total
2026	$	—	$	—	$	13,724	$	13,724
2027		—		—		228		228
2028		—		—		59		59
2030		47		—		—		47
2031		—		20,295		—		20,295
2032		272		21,858		—		22,130
2033		—		33,595		—		33,595
2034		169,934		15,593		4,484		190,011
2035		372,376		7,106		7,167		386,649
2036		210,591		43,466		5,646		259,703
2037		27		32,558		2,958		35,543
2038		2,813		35,112		320		38,245
2039		6,424		27,159		—		33,583
2040		3,110		52,001		—		55,111
2041		31		38,666		—		38,697
No expiry		—		—		1,049,405		1,049,405
	$	765,625	$	327,409	$	1,083,991	$	2,177,025

Included in the table above is $1,083,848,000 (2020 - $1,013,730,000) of temporary differences related to loss carry forwards where no future benefit has been recognized.

22. Per share amounts

Per share amounts have been calculated based on the weighted average number of common shares outstanding during the period. The weighted average number of paid shares outstanding in 2021 was 397,630,947 (2020 - 395,829,380,).

	2021			2020
Basic loss per share computation
Net loss attributable to equity holders	$	(102,577	)	$	(53,169	)
Weighted average common shares outstanding		397,631			395,829
Basic loss per common share	$	(0.26	)	$	(0.13	)
Diluted loss per share computation
Net loss attributable to equity holders	$	(102,577	)	$	(53,169	)
Weighted average common shares outstanding		397,631			395,829
Dilutive effect of stock options		—			—
Weighted average common shares outstanding, assuming dilution		397,631			395,829
Diluted loss per common share	$	(0.26	)	$	(0.13	)

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  131

23. Supplemental cash flow information

Other operating items included in the statements of cash flows are as follows:

	2021			2020
Changes in non-cash working capital:
Accounts receivable	$	(75,678	)	$	143,717
Inventories		300,307			(376,908	)
Supplies and prepaid expenses		(5,908	)		(3,999	)
Accounts payable and accrued liabilities		91,757			36,514
Reclamation payments		(19,542	)		(17,640	)
Other		(3,683	)		25,399
Total	$	287,253		$	(192,917	)

The changes arising from financing activities were as follows:

	Long-term debt		Interest payable			Lease obligation			Dividends payable			Share capital		Total
Balance at January 1, 2021	$	995,541	$	3,978		$	7,951		$	—		$	1,869,710	$	2,877,180
Changes from financing cash flows:
Dividends paid		—		—			—			(31,839	)		—		(31,839	)
Interest paid		—		(38,789	)		(188	)		—			—		(38,977	)
Lease principal payments		—		—			(2,727	)		—			—		(2,727	)
Shares issued, stock option plan		—		—			—			—			26,771		26,771
Total cash changes		—		(38,789	)		(2,915	)		(31,839	)		26,771		(46,772	)
Non-cash changes:
Amortization of issue costs		709		—			—			—			—		709
Dividends declared		—		—			—			31,839			—		31,839
Interest expense		—		38,369			188			—			—		38,557
Right-of-use asset additions		—		—			477			—			—		477
Other		—		—			(783	)		—			—		(783	)
Shares issued, stock option plan		—		—			—			—			6,876		6,876
Foreign exchange		—		—			(46	)		—			—		(46	)
Total non-cash changes		709		38,369			(164	)		31,839			6,876		77,629
Balance at December 31, 2021	$	996,250	$	3,558		$	4,872		$	—		$	1,903,357	$	2,908,037

24. Share-based compensation plans

The Company has the following plans:

A. Stock option plan

The Company has established a stock option plan under which options to purchase common shares may be granted to employees of Cameco. Options granted under the stock option plan have an exercise price of not less than the closing price quoted on the Toronto Stock Exchange (TSX) for the common shares of Cameco on the trading day prior to the date on which the option is granted. The options carry vesting periods of one to three years, and expire eight years from the date granted.

The aggregate number of common shares that may be issued pursuant to the Cameco stock option plan shall not exceed 43,017,198 of which 30,136,822 shares have been issued.

132  CAMECO CORPORATION

Stock option transactions for the respective years were as follows:

(Number of options)	2021			2020
Beginning of year		6,158,539			8,617,097
Options granted		—			—
Options forfeited		(18,005	)		(81,991	)
Options expired		(886,009	)		(1,911,558	)
Options exercised [note 16]		(1,796,524	)		(465,009	)
End of year		3,458,001			6,158,539
Exercisable		3,162,415			5,076,226

Weighted average share prices were as follows:

	2021		2020
Beginning of year	$	16.98	$	17.44
Options granted		—		—
Options forfeited		26.08		22.22
Options expired		22.05		20.14
Options exercised		14.90		11.56
End of year	$	16.72	$	16.98
Exercisable	$	16.85	$	17.73

The weighted average share price at the dates of exercise during 2021 was $22.09 per share (2020 - $14.58).

Total options outstanding and exercisable at December 31, 2021 were as follows:

			Options outstanding				Options exercisable
Option price per share	Number		Weighted average remaining life		Weighted average exercisable price		Number		Weighted average exercisable price
$11.32 - 15.83		1,833,572		4.2	$	14.56		1,537,986	$	14.43
$15.84 - 26.81		1,624,429		1.5	$	19.15		1,624,429	$	19.15
		3,458,001						3,162,415

The foregoing options have expiry dates ranging from March 2, 2022 to February 28, 2027.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  133

B. Executive performance share unit (PSU)

The Company has established a PSU plan whereby it provides each plan participant an annual grant of PSUs in an amount determined by the board. Each PSU represents one phantom common share that entitles the participant to a payment of one Cameco common share purchased on the open market, or cash with an equivalent market value, at the participant’s discretion (prior to the fourth quarter of 2019 it was at the board’s discretion) provided they have met their ownership requirements, at the end of each three-year period if certain performance and vesting criteria have been met. The final value of the PSUs will be based on the value of Cameco common shares at the end of the three-year period and the number of PSUs that ultimately vest. During the vesting period, dividend equivalents accrue to the participants in the form of additional share units as of each normal cash dividend payment date of Cameco’s common shares. Vesting of PSUs at the end of the three-year period is based on Cameco’s ability to meet its annual operating targets and whether the participating executive remains employed by Cameco at the end of the three-year vesting period. Prior to 2020, total shareholder return over three years was also a vesting condition. If the participant elects a cash payout, the redemption amount will be based on the volume-weighted average trading price of Cameco’s common shares on March 1 or, if March 1 is not a trading day, on the first trading day following March 1. As of December 31, 2021, the total number of PSUs held by the participants, after adjusting for forfeitures on retirement, was 1,495,709 (2020 - 1,720,636).

C. Restricted share unit (RSU)

The Company has established an RSU plan whereby it provides each plan participant an annual grant of RSUs in an amount determined by the board. Each RSU represents one phantom common share that entitles the participant to a payment of one Cameco common share purchased on the open market, or cash with an equivalent market value, at the board’s discretion. The RSUs carry vesting periods of one to three years, and the final value of the units will be based on the value of Cameco common shares at the end of the vesting periods. In addition, certain eligible participants have a single vesting date on the third anniversary of the date of the grant. These same participants, if they have met or are not subject to share ownership requirements, may elect to have their award paid as a lump sum cash amount. During the vesting period, dividend equivalents accrue to the participants in the form of additional share units as of each normal cash dividend payment date of Cameco’s common shares. As of December 31, 2021, the total number of RSUs held by the participants was 1,081,783, (2020 - 927,462).

D. Phantom stock option

The Company has established a phantom stock option plan for eligible non-North American employees. Employees receive the equivalent value of shares in cash when exercised. Options granted under the phantom stock option plan have an award value equal to the closing price quoted on the TSX for the common shares of Cameco on the trading day prior to the date on which the option is granted. The options vest over three years and expire eight years from the date granted. As of December 31, 2021, the number of options held by participating employees was 173,835 (2020 - 422,291) with exercise prices ranging from $11.32 to $26.81 per share (2020 - $11.32 to $26.81) and a weighted average exercise price of $13.88 (2020 - $15.66).

E. Phantom restricted share unit (PRSU)

During the year, the Company established a PRSU plan whereby it provides non-North American employees an annual grant of PRSUs in an amount determined by the board. Each PRSU represents one phantom common share that entitles the participant to a payment of cash with an equivalent market value. The PRSUs carry vesting periods of one to three years, and the final value of the units will be based on the value of Cameco common shares at the end of the vesting periods. In addition, certain eligible participants have a single vesting date on the third anniversary of the date of the grant. During the vesting period, dividend equivalents accrue to the participants in the form of additional share units as of each normal cash dividend payment date of Cameco’s common shares. As of December 31, 2021, the total number of PRSUs held by the participants was 16,027.

134  CAMECO CORPORATION

F. Employee share ownership plan

Cameco also has an employee share ownership plan, whereby both employee and Company contributions are used to purchase shares on the open market for employees. The Company’s contributions are expensed during the year of contribution. Under the plan, employees have the opportunity to participate in the program to a maximum of 6% of eligible earnings each year with Cameco matching the first 3% of employee-paid shares by 50%. Cameco contributes $1,000 of shares annually to each employee that is enrolled in the plan. Shares purchased with Company contributions and with dividends paid on such shares become unrestricted 12 months from the date on which such shares were purchased. At December 31, 2021, there were 2,301 participants in the plan (2020 - 2,257). The total number of shares purchased in 2021 with Company contributions was 149,822 (2020 - 248,837). In 2021, the Company’s contributions totaled $3,301,000 (2020 - $3,174,000).

G. Deferred share unit (DSU)

Cameco offers a DSU plan to non-employee directors. A DSU is a notional unit that reflects the market value of a single common share of Cameco. 60% of each director’s annual retainer is paid in DSUs. In addition, on an annual basis, directors can elect to receive 25%, 50%, 75% or 100% of the remaining 40% of their annual retainer and any additional fees in the form of DSUs. If a director meets their ownership requirements, the director may elect to take 25%, 50%, 75% or 100% of their annual retainer and any fees in cash, with the balance, if any, to be paid in DSUs. Each DSU fully vests upon award. Dividend equivalents accrue to the participants in the form of additional share units as of each normal cash dividend payment date of Cameco’s common shares. The DSUs will be redeemed for cash upon a director leaving the board. The redemption amount will be based upon the weighted average of the closing prices of the common shares of Cameco on the TSX for the last 20 trading days prior to the redemption date multiplied by the number of DSUs held by the director. As of December 31, 2021, the total number of DSUs held by participating directors was 579,362 (2020 - 541,827).

Equity-settled plans

Cameco records compensation expense under its equity-settled plans with an offsetting credit to contributed surplus, to reflect the estimated fair value of units granted to employees. During the year, the Company recognized the following expenses under these plans:

	2021		2020
Employee share ownership plan	$	3,301	$	3,174
Restricted share unit plan		2,933		2,903
Performance share unit plan		1,237		2,650
Stock option plan		366		1,011
Total	$	7,837	$	9,738

Fair value measurement of equity-settled plans

The fair value of RSUs granted was determined based on their intrinsic value on the date of grant. Expected volatility was estimated by considering historic average share price volatility.

The inputs used in the measurement of the fair values at grant date of the equity-settled RSU plan were as follows:

	Grant date Mar 1/21
Number of options granted		168,496
Average strike price	$	20.25
Expected forfeitures		11	%
Weighted average grant date fair values	$	20.25

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  135

Cash-settled plans

Cameco has recognized the following expenses under its cash-settled plans:

	2021		2020
Performance share unit plan	$	25,784	$	20,287
Restricted share unit plan		6,890		1,849
Deferred share unit plan		6,741		3,765
Phantom stock option plan		2,261		1,340
Phantom restricted share unit plan		163		—
Total	$	41,839	$	27,241

At December 31, 2021, a liability of $61,030,000 (2020 - $38,354,000) was included in the consolidated statement of financial position to recognize accrued but unpaid expenses for cash-settled plans.

Fair value measurement of cash-settled plans

The fair value of the units granted through the PSU plan was determined based on Monte Carlo simulation and projections of the non-market criteria. The fair value of RSUs and PRSUs granted was determined based on their intrinsic value on the date of grant. The phantom stock option plan was measured based on the Black-Scholes option-pricing model. Expected volatility is estimated by considering historic average share price volatility.

The inputs used in the measurement of the fair values of the cash-settled share-based payment plans at the March 1, 2021 grant date were as follows:

							Phantom
	PSU			RSU			RSU
Number of units		369,110			245,530			15,980
Expected vesting		72	%		—			—
Expected dividend		—			—		$	0.08
Expected life of option		3.0 years			3.0 years			3.0 years
Expected forfeitures		10	%		10	%		7	%
Weighted average measurement date fair values	$	14.56		$	20.25		$	20.25

The inputs used in the measurement of the fair values of the cash-settled share-based payment plans at the reporting date were as follows:

	Phantom stock options			PSU			RSU			Phantom RSU
Number of units		173,835			1,495,709			672,675			16,027
Expected vesting		—			114	%		—			—
Average strike price	$	13.88			—			—			—
Expected dividend	$	0.08			—			—		$	0.08
Expected volatility		50	%		—			—			—
Risk-free interest rate		1.0	%		—			—			—
Expected life of option		2.0 years			0.9 years			1.5 years			2.2 years
Expected forfeitures		7	%		3	%		10	%		7	%
Weighted average measurement date fair values	$	15.14		$	31.44		$	27.58		$	27.58

In addition to these inputs, other features of the PSU grant were incorporated into the measurement of fair value. The non-market criteria relating to realized selling prices and operating targets have been incorporated into the valuation at both grant and reporting date by reviewing prior history and corporate budgets.

136  CAMECO CORPORATION

25. Pension and other post-retirement benefits

Cameco maintains both defined benefit and defined contribution plans providing pension benefits to substantially all of its employees. All regular and temporary employees participate in a registered defined contribution plan. This plan is registered under the Pension Benefits Standard Act, 1985. In addition, all Canadian-based executives participate in a non-registered supplemental executive pension plan which is a defined benefit plan.

Under the supplemental executive pension plan (SEPP), Cameco provides a lump sum benefit equal to the present value of a lifetime pension benefit based on the executive’s length of service and final average earnings. The plan provides for unreduced benefits to be paid at the normal retirement age of 65, however unreduced benefits could be paid if the executive was at least 60 years of age and had 20 years of service at retirement. This program provides for a benefit determined by a formula based on earnings and service, reduced by the benefits payable under the registered base plan. Security is provided for the SEPP benefits through a letter of credit held by the plan’s trustee. The face amount of the letter of credit is determined each year based on the wind-up liabilities of the supplemental plan, less any plan assets currently held with the trustee. A valuation is required annually to determine the letter of credit amount. Benefits will continue to be paid from plan assets until the fund is exhausted, at which time Cameco will begin paying benefits from corporate assets.

Cameco also maintains non-pension post-retirement plans (“other benefit plans”) which are defined benefit plans that cover such benefits as group life insurance and supplemental health and dental coverage to eligible employees and their dependents. The costs related to these plans are charged to earnings in the period during which the employment services are rendered. These plans are funded by Cameco as benefit claims are made.

The board of directors of Cameco has final responsibility and accountability for the Cameco retirement programs. The board is ultimately responsible for managing the programs to comply with applicable legislation, providing oversight over the general functions and setting certain policies.

Cameco expects to pay $1,505,000 in contributions and letter of credit fees to its defined benefit plans in 2022.

The post-retirement plans expose Cameco to actuarial risks, such as longevity risk, market risk, interest rate risk, liquidity risk and foreign currency risk. The other benefit plans expose Cameco to risks of higher supplemental health and dental utilization than expected. However, the other benefit plans have limits on Cameco’s annual benefits payable.

The effective date of the most recent valuation for funding purposes on the registered defined benefit pension plans is January 1, 2021. The next planned effective date for valuations is January 1, 2024.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  137

Cameco has more than one defined benefit plan and has generally provided aggregated disclosures in respect of these plans, on the basis that these plans are not exposed to materially different risks. Information relating to Cameco’s defined benefit plans is shown in the following table:

	Pension benefit plans						Other benefit plans
	2021			2020			2021			2020
Fair value of plan assets, beginning of year	$	6,217		$	6,806		$	—		$	—
Interest income on plan assets		144			197			—			—
Return on assets excluding interest income		172			130			—			—
Employer contributions		67			—			—			—
Benefits paid		(903	)		(915	)		—			—
Administrative costs paid		(4	)		(1	)		—			—
Fair value of plan assets, end of year	$	5,693		$	6,217		$	—		$	—
Defined benefit obligation, beginning of year	$	72,119		$	62,588		$	25,827		$	24,955
Current service cost		2,332			1,977			956			1,010
Interest cost		1,550			1,673			652			792
Actuarial loss (gain) arising from:
- demographic assumptions		—			—			—			102
- financial assumptions		(1,996	)		6,323			(1,403	)		2,013
- experience adjustment		(903	)		350			(697	)		(2,236	)
Benefits paid		(1,741	)		(1,765	)		(638	)		(809	)
Foreign exchange		(1,363	)		973			—			—
Defined benefit obligation, end of year	$	69,998		$	72,119		$	24,697		$	25,827
Defined benefit liability [note 14]	$	(64,305	)	$	(65,902	)	$	(24,697	)	$	(25,827	)

The percentages of the total fair value of assets in the pension plans for each asset category at December 31 were as follows:

	Pension benefit plans
	2021			2020
Asset category(a)
Canadian equity securities		13	%		8	%
U.S. equity securities		21	%		12	%
Global equity securities		12	%		8	%
Canadian fixed income		50	%		31	%
Other(b)		4	%		41	%
Total		100	%		100	%

(a) The defined benefit plan assets contain no material amounts of related party assets at December 31, 2021 and 2020 respectively.

(b) Relates mainly to the value of the refundable tax account held by the Canada Revenue Agency. The refundable total is approximately equal to half of the sum of the realized investment income plus employer contributions less half of the benefits paid by the plan.

138  CAMECO CORPORATION

The following represents the components of net pension and other benefit expense included primarily as part of administration.

	Pension benefit plans				Other benefit plans
	2021		2020		2021		2020
Current service cost	$	2,332	$	1,977	$	956	$	1,010
Net interest cost		1,406		1,476		652		792
Administration cost		4		1		—		—
Defined benefit expense [note 18]		3,742		3,454		1,608		1,802
Defined contribution pension expense [note 18]		12,939		12,410		—		—
Net pension and other benefit expense	$	16,681	$	15,864	$	1,608	$	1,802

The total amount of actuarial losses (gains) recognized in other comprehensive income is:

	Pension benefit plans						Other benefit plans
	2021			2020			2021			2020
Actuarial loss (gain)	$	(2,899	)	$	6,673		$	(2,100	)	$	(121	)
Return on plan assets excluding interest income		(172	)		(130	)		—			—
		$(3,071)			$6,543			$(2,100)			$(121)

The assumptions used to determine the Company’s defined benefit obligation and net pension and other benefit expense were as follows at December 31 (expressed as weighted averages):

	Pension benefit plans						Other benefit plans
	2021			2020			2021			2020
Discount rate - obligation		2.3	%		2.4	%		2.9	%		2.5	%
Discount rate - expense		2.4	%		3.0	%		2.5	%		3.1	%
Rate of compensation increase		3.0	%		2.9	%		—			—
Health care cost trend rate		—			—			5.0	%		5.0	%
Dental care cost trend rate		—			—			4.5	%		4.5	%

At December 31, 2021, the weighted average duration of the defined benefit obligation for the pension plans was 20.0 years (2020 - 20.5 years) and for the other benefit plans was 13.6 years (2020 - 14.2 years).

A 1% change at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the following:

	Pension benefit plans						Other benefit plans
	Increase			Decrease			Increase			Decrease
Discount rate	$	(9,593	)	$	12,380		$	(3,003	)	$	3,769
Rate of compensation increase		1,024			(984	)		n/a			n/a

A 1% change in any of the other assumptions would not have a significant impact on the defined benefit obligation.

The methods and assumptions used in preparing the sensitivity analyses are the same as the methods and assumptions used in determining the financial position of Cameco’s plans as at December 31, 2021. The sensitivity analyses are determined by varying the sensitivity assumption and leaving all other assumptions unchanged. Therefore, the sensitivity analyses do not recognize any interdependence in the assumptions. The methods and assumptions used in determining the above sensitivity are consistent with the methods and assumptions used in the previous year.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  139

In addition, an increase of one year in the expected lifetime of plan participants in the pension benefit plans would increase the defined benefit obligation by $2,032,000.

To measure the longevity risk for these plans, the mortality rates were reduced such that the average life expectancy for all members increased by one year. The reduced mortality rates were subsequently used to re-measure the defined benefit obligation of the entire plan.

26. Financial instruments and related risk management

Cameco is exposed in varying degrees to a variety of risks from its use of financial instruments. Management and the board of directors, both separately and together, discuss the principal risks of our businesses. The board sets policies for the implementation of systems to manage, monitor and mitigate identifiable risks. Cameco’s risk management objective in relation to these instruments is to protect and minimize volatility in cash flow. The types of risks Cameco is exposed to, the source of risk exposure and how each is managed is outlined below.

Market risk

Market risk is the risk that changes in market prices, such as commodity prices, foreign currency exchange rates and interest rates, will affect the Company’s earnings or the fair value of its financial instruments. Cameco engages in various business activities which expose the Company to market risk. As part of its overall risk management strategy, Cameco uses derivatives to manage some of its exposures to market risk that result from these activities.

Derivative instruments may include financial and physical forward contracts. Such contracts may be used to establish a fixed price for a commodity, an interest-bearing obligation or a cash flow denominated in a foreign currency. Market risks are monitored regularly against defined risk limits and tolerances.

Cameco’s actual exposure to these market risks is constantly changing as the Company’s portfolios of foreign currency, interest rate and commodity contracts change.

The types of market risk exposure and the way in which such exposure is managed are as follows:

A. Commodity price risk

As a significant producer and supplier of uranium and nuclear fuel processing services, Cameco bears significant exposure to changes in prices for these products. A substantial change in prices will affect the Company’s net earnings and operating cash flows. Prices for Cameco’s products are volatile and are influenced by numerous factors beyond the Company’s control, such as supply and demand fundamentals and geopolitical events.

Cameco’s sales contracting strategy focuses on reducing the volatility in future earnings and cash flow, while providing both protection against decreases in market price and retention of exposure to future market price increases. To mitigate the risks associated with the fluctuations in the market price for uranium products, Cameco seeks to maintain a portfolio of uranium product sales contracts with a variety of delivery dates and pricing mechanisms that provide a degree of protection from pricing volatility.

B. Foreign exchange risk

The relationship between the Canadian and US dollar affects financial results of the uranium business as well as the fuel services business. Sales of uranium product, conversion and fuel manufacturing services are routinely denominated in US dollars while production costs are largely denominated in Canadian dollars.

Cameco attempts to provide some protection against exchange rate fluctuations by planned hedging activity designed to smooth volatility. To mitigate risks associated with foreign currency, Cameco enters into forward sales and option contracts to establish a price for future delivery of the foreign currency. These foreign currency contracts are not designated as hedges and are recorded at fair value with changes in fair value recognized in earnings. Cameco also has a natural hedge against US currency fluctuations because a portion of its annual cash outlays, including purchases of uranium and conversion services, is denominated in US dollars.

140  CAMECO CORPORATION

Cameco holds a number of financial instruments denominated in foreign currencies that expose the Company to foreign exchange risk. Cameco measures its exposure to foreign exchange risk on financial instruments as the change in carrying values that would occur as a result of reasonably possible changes in foreign exchange rates, holding all other variables constant. As of the reporting date, the Company has determined its pre-tax exposure to foreign currency exchange risk on financial instruments to be as follows based on a 5% weakening of the Canadian dollar:

	Currency		Carrying value (Cdn)			Gain (loss)
Cash and cash equivalents		USD	$	28,006		$	1,400
Accounts receivable		USD		226,153			11,308
Accounts payable and accrued liabilities		USD		(152,412	)		(7,620	)
Net foreign currency derivatives		USD		27,774			(45,177	)

A 5% strengthening of the Canadian dollar against the currencies above at December 31, 2021 would have had an equal but opposite effect on the amounts shown above, assuming all other variables remained constant.

C. Interest rate risk

The Company has a strategy of minimizing its exposure to interest rate risk by maintaining target levels of fixed and variable rate borrowings. The proportions of outstanding debt carrying fixed and variable interest rates are reviewed by senior management to ensure that these levels are within approved policy limits. At December 31, 2021, the proportion of Cameco’s outstanding debt that carries fixed interest rates is 92% (2020 - 100%).

Cameco was exposed to interest rate risk during the year through its interest rate swap contracts whereby fixed rate payments on a notional amount of $75,000,000 of the Series H senior unsecured debentures were swapped for variable rate payments. Under the terms of the swap, Cameco makes interest payments based on the three-month Canada Dealer Offered Rate plus an average margin of 1.3% and receives fixed interest payments of 2.95%.

In addition, the Series E senior unsecured debentures that were retired on November 16, 2020 were also subject to interest rate swap contracts. A notional amount of $150,000,000 of the Series E senior unsecured debentures had been swapped for variable rate payments. Under the terms of these swaps, Cameco made interest payments based on the three-month Canada Dealer Offered Rate plus an average margin of 1.2% and received fixed interest payments of 3.75%. At the time of the termination of the Series E swaps, the fair value of the interest rate swap net asset was $7,330,000. At December 31, 2021, the fair value of Cameco’s interest rate swap net asset was $673,000 (2020 - $nil).

Counterparty credit risk

Counterparty credit risk is associated with the ability of counterparties to satisfy their contractual obligations to Cameco, including both payment and performance. The maximum exposure to credit risk, as represented by the carrying amount of the financial assets, at December 31 was:

	2021		2020
Cash and cash equivalents	$	1,247,447	$	918,382
Short-term investments		84,906		24,985
Accounts receivable [note 6]		272,220		166,788
Derivative assets [note 10]		32,098		45,605

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  141

Cash and cash equivalents

Cameco held cash and cash equivalents of $1,247,000,000 at December 31, 2021 (2020 - $918,000,000). Cameco mitigates its credit risk by ensuring that balances are held with counterparties with high credit ratings. The Company monitors the credit rating of its counterparties on a monthly basis and has controls in place to ensure prescribed exposure limits with each counterparty are adhered to.

Impairment on cash and cash equivalents has been measured on a 12-month ECL basis and reflects the short maturities of the exposures. The Company considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties. Cameco has assessed its counterparty credit risk on cash and cash equivalents by applying historic global default rates to outstanding cash balances based on S&P rating. The conclusion of this assessment is that the loss allowance is insignificant.

Accounts receivable

Cameco’s sales of uranium product, conversion and fuel manufacturing services expose the Company to the risk of non-payment. Cameco manages the risk of non-payment by monitoring the credit-worthiness of its customers and seeking pre-payment or other forms of payment security from customers with an unacceptable level of credit risk.

A summary of the Company’s exposure to credit risk for trade receivables is as follows:

	Carrying value
Investment grade credit rating	$	259,683
Non-investment grade credit rating		11,332
Total gross carrying amount	$	271,015
Loss allowance		—
Net	$	271,015

At December 31, 2021, there were no significant concentrations of credit risk and no amounts were held as collateral. Historically, Cameco has experienced minimal customer defaults and, as a result, considers the credit quality of its accounts receivable to be high.

Cameco uses customer credit rating data, historic default rates and aged receivable analysis to measure the ECLs of trade receivables from corporate customers, which comprise a small number of large balances. Since the Company has not experienced customer defaults in the past, applying historic default rates in calculating ECLs, as well as considering forward-looking information, resulted in an insignificant allowance for losses.

The following table provides information about Cameco’s aged trade receivables as at December 31, 2021:

	Corporate customers		Other customers		Total
Current (not past due)	$	269,474	$	423		269,897
1-30 days past due		334		62		396
More than 30 days past due		58		664		722
Total	$	269,866	$	1,149		271,015

Liquidity risk

Financial liquidity represents Cameco’s ability to fund future operating activities and investments. Cameco ensures that there is sufficient capital in order to meet short-term business requirements, after taking into account cash flows from operations and the Company’s holdings of cash and cash equivalents. The Company believes that these sources will be sufficient to cover the likely short-term and long-term cash requirements.

142  CAMECO CORPORATION

The table below outlines the Company’s available debt facilities at December 31, 2021:

	Total amount		Outstanding and committed		Amount available
Unsecured revolving credit facility [note 13]	$	1,000,000	$	—	$	1,000,000
Letter of credit facilities [note 13]		1,696,041		1,573,873		122,168

The tables below present a maturity analysis of Cameco’s financial liabilities, including principal and interest, based on the expected cash flows from the reporting date to the contractual maturity date:

	Carrying amount		Contractual cash flows		Due in less than 1 year		Due in 1-3 years		Due in 3-5 years		Due after 5 years
Accounts payable and accrued liabilities	$	340,458	$	340,458	$	340,458	$	—	$	—	$	—
Long-term debt		996,250		1,000,000		—		500,000		—		500,000
Foreign currency contracts		3,760		3,760		378		3,382		—		—
Interest rate contracts		1,237		1,237		—		585		490		162
Lease obligation [note 14]		4,872		5,174		2,736		2,381		57		—
Total contractual repayments	$	1,346,577	$	1,350,629	$	343,572	$	506,348	$	547	$	500,162

	Total		Due in less than 1 year		Due in 1-3 years		Due in 3-5 years		Due after 5 years
Total interest payments on long-term debt	$	230,065	$	37,840	$	65,205	$	33,780	$	93,240

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  143

Measurement of fair values

A. Accounting classifications and fair values

The following tables summarize the carrying amounts and accounting classifications of Cameco’s financial instruments at the reporting date:

At December 31, 2021

	FVTPL		Amortized cost		FVOCI - designated		Total
Financial assets
Cash and cash equivalents	$	—	$	1,247,447	$	—	$	1,247,447
Short-term investments		—		84,906		—		84,906
Accounts receivable [note 6]		—		276,139		—		276,139
Derivative assets [note 10]
Foreign currency contracts		31,534		—		—		31,534
Interest rate contracts		564		—		—		564
	$	32,098	$	1,608,492	$	—	$	1,640,590
Financial liabilities
Accounts payable and accrued liabilities [note 12]	$	—	$	340,458	$	—	$	340,458
Lease obligation [note 14]		—		4,872		—		4,872
Derivative liabilities [note 14]
Foreign currency contracts		3,760		—		—		3,760
Interest rate contracts		1,237		—		—		1,237
Long-term debt [note 13]		—		996,250		—		996,250
		4,997		1,341,580		—		1,346,577
Net	$	27,101	$	266,912	$	—	$	294,013

At December 31, 2020

	FVTPL		Amortized cost			FVOCI - designated		Total
Financial assets
Cash and cash equivalents	$	—	$	918,382		$	—	$	918,382
Short-term investments		—		24,985			—		24,985
Accounts receivable [note 6]		—		204,980			—		204,980
Derivative assets [note 10]
Foreign currency contracts		45,605		—			—		45,605
Investments in equity securities [note 10]		—		—			43,873		43,873
	$	45,605	$	1,148,347		$	43,873	$	1,237,825
Financial liabilities
Accounts payable and accrued liabilities [note 12]	$	—	$	233,649		$	—	$	233,649
Lease obligation [note 14]		—		7,951			—		7,951
Derivative liabilities [note 14]
Foreign currency contracts		4,733		—			—		4,733
Long-term debt [note 13]		—		995,541			—		995,541
		4,733		1,237,141			—		1,241,874
Net	$	40,872	$	(88,794	)	$	43,873	$	(4,049	)

144  CAMECO CORPORATION

Cameco has pledged $233,257,000 of cash as security against certain of its letter of credit facilities. This cash is being used as collateral for an interest rate reduction on the letter of credit facilities. The collateral account has a term of five years effective July 1, 2018. Cameco retains full access to this cash.

During the year, Cameco divested of its investments in equity securities. The fair value at the date of derecognition and the cumulative gain or loss on disposal for the year ended December 31, 2021 were as follows:

	Fair Value		Gain (loss)
Investment in Denison Mines Corp.	$	34,827	$	15,257
Investment in UEX Corporation		19,605		8,758
Investment in ISO Energy Ltd.		10,756		8,078
Investment in GoviEx		3,558		2,996
Other		265		(750	)
	$	69,011	$	34,339

The gains are presented net of tax. Cameco has elected to transfer these cumulative net gains from equity investments at FVOCI to retained earnings in the statement of changes in equity.

Cameco has not irrevocably designated a financial asset that would otherwise meet the requirements to be measured at amortized cost at FVOCI or FVTPL to eliminate or significantly reduce an accounting mismatch that would otherwise arise.

The following tables summarize the carrying amounts and fair values of Cameco’s financial instruments, including their levels in the fair value hierarchy:

As at December 31, 2021

				Fair value
	Carrying value			Level 1		Level 2			Total
Derivative assets [note 10]
Foreign currency contracts	$	31,534		$	—	$	31,534		$	31,534
Interest rate contracts		564			—		564			564
Derivative liabilities [note 14]
Foreign currency contracts		(3,760	)		—		(3,760	)		(3,760	)
Interest rate contracts		(1,237	)		—		(1,237	)		(1,237	)
Long-term debt [note 13]		(996,250	)		—		(1,103,978	)		(1,103,978	)
Net	$	(969,149	)	$	—	$	(1,076,877	)	$	(1,076,877	)

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  145

As at December 31, 2020

				Fair value
	Carrying value			Level 1		Level 2			Total
Derivative assets [note 10]
Foreign currency contracts	$	45,605		$	—	$	45,605		$	45,605
Investments in equity securities [note 10]		43,873			43,873		—			43,873
Derivative liabilities [note 14]
Foreign currency contracts		(4,733	)		—		(4,733	)		(4,733	)
Long-term debt [note 13]		(995,541	)		—		(1,173,280	)		(1,173,280	)
Net	$	(910,796	)	$	43,873	$	(1,132,408	)	$	(1,088,535	)

The preceding tables exclude fair value information for financial instruments whose carrying amounts are a reasonable approximation of fair value. The carrying values of Cameco’s cash and cash equivalents, short-term investments, accounts receivable, and accounts payable and accrued liabilities approximate their fair values as a result of the short-term nature of the instruments.

There were no transfers between level 1 and level 2 during the period. Cameco does not have any financial instruments that are classified as level 3 as of the reporting date.

B. Financial instruments measured at fair value

Cameco measures its derivative financial instruments, material investments in equity securities and long-term debt at fair value. Investments in publicly held equity securities are classified as a recurring level 1 fair value measurement while derivative financial instruments and long-term debt are classified as a recurring level 2 fair value measurement.

The fair value of investments in equity securities is determined using quoted share prices observed in the principal market for the securities as of the reporting date. The fair value of Cameco’s long-term debt is determined using quoted market yields as of the reporting date, which ranged from 1.1% to 1.7% (2020 - 0.3% to 1.1%).

Foreign currency derivatives consist of foreign currency forward contracts, options and swaps. The fair value of foreign currency options is measured based on the Black Scholes option-pricing model. The fair value of foreign currency forward contracts and swaps is measured using a market approach, based on the difference between contracted foreign exchange rates and quoted forward exchange rates as of the reporting date.

Interest rate derivatives consist of interest rate swap contracts. The fair value of interest rate swaps is determined by discounting expected future cash flows from the contracts. The future cash flows are determined by measuring the difference between fixed interest payments to be received and floating interest payments to be made to the counterparty based on Canada Dealer Offer Rate forward interest rate curves.

Where applicable, the fair value of the derivatives reflects the credit risk of the instrument and includes adjustments to take into account the credit risk of the Company and counterparty. These adjustments are based on credit ratings and yield curves observed in active markets at the reporting date.

146  CAMECO CORPORATION

Derivatives

The following table summarizes the fair value of derivatives and classification on the consolidated statements of financial position:

	2021			2020
Non-hedge derivatives:
Foreign currency contracts	$	27,774		$	40,872
Interest rate contracts		(673	)		—
Net	$	27,101		$	40,872
Classification:
Current portion of long-term receivables, investments and other [note 10]	$	22,652		$	16,466
Long-term receivables, investments and other [note 10]		9,446			29,139
Current portion of other liabilities [note 14]		(378	)		(1,658	)
Other liabilities [note 14]		(4,619	)		(3,075	)
Net	$	27,101		$	40,872

The following table summarizes the different components of the gains (losses) on derivatives included in net earnings:

	2021			2020
Non-hedge derivatives:
Foreign currency contracts	$	13,202		$	30,600
Interest rate contracts		(673	)		5,977
Net	$	12,529		$	36,577

27. Capital management

Cameco’s management considers its capital structure to consist of bank overdrafts, long-term debt, short-term debt (net of cash and cash equivalents and short-term investments), non-controlling interest and shareholders’ equity.

Despite the impacts of COVID-19 on the global economy, Cameco’s approach to capital management has remained consistent. Cameco’s capital structure reflects its strategy and the environment in which it operates. Delivering returns to long-term shareholders is a top priority. The Company’s objective is to maximize cash flow while maintaining its investment grade rating through close capital management of our balance sheet metrics. Capital resources are managed to allow it to support achievement of its goals while managing financial risks such as the continued weakness in the market, litigation risk and refinancing risk. The overall objectives for managing capital in 2021 reflect the environment that the Company is operating in, similar to the prior comparative period.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  147

The capital structure at December 31 was as follows:    

	2021			2020
Long-term debt [note 13]		996,250			995,541
Cash and cash equivalents		(1,247,447	)		(918,382	)
Short-term investments		(84,906	)		(24,985	)
Net debt		(336,103	)		52,174
Non-controlling interest		127			206
Shareholders’ equity		4,845,841			4,958,355
Total equity		4,845,968			4,958,561
Total capital	$	4,509,865		$	5,010,735

Cameco is bound by certain covenants in its general credit facilities. These covenants place restrictions on total debt, including guarantees and set minimum levels for net worth. As of December 31, 2021, Cameco met these requirements.

28. Segmented information

Cameco has two reportable segments: uranium and fuel services. Cameco’s reportable segments are strategic business units with different products, processes and marketing strategies. The uranium segment involves the exploration for, mining, milling, purchase and sale of uranium concentrate. The fuel services segment involves the refining, conversion and fabrication of uranium concentrate and the purchase and sale of conversion services.

During the year, Cameco determined that NUKEM no longer meets the criteria for being considered a segment and concluded that it was appropriate to include NUKEM’s results with its uranium and fuel services segments. NUKEM’s purchase and sale of uranium concentrate and conversion services are now being reported internally as part of its uranium and fuel services businesses and should therefore be included with those businesses for segment reporting. The purchase and sale of enriched uranium product and separative work units will continue to be reported in “other”. Comparative information has been adjusted.

Cost of sales in the uranium segment includes care and maintenance costs for our operations that have had production suspensions. Cameco expensed $209,556,000 (2020 - $195,972,000) of care and maintenance costs during the year. Included in this amount in 2021 is $40,359,000 (2020 - $45,988,000) relating to care and maintenance costs for operations suspended as a result of COVID-19. Also included in cost of sales, because of the Cigar Lake production suspension, is the impact of increased purchasing activity at a higher cost than produced pounds.

Cost of sales in the fuel services segment also includes care and maintenance costs for our operations that have had production suspensions as a result of COVID-19. Cameco expensed $8,992,000 in 2020 due to the suspension.

Accounting policies used in each segment are consistent with the policies outlined in the summary of significant accounting policies. Segment revenues, expenses and results include transactions between segments incurred in the ordinary course of business. These transactions are priced on an arm’s length basis, are eliminated on consolidation and are reflected in the “other” column.

148  CAMECO CORPORATION

A. Business segments - 2021

For the year ended December 31, 2021

	Uranium			Fuel services		Other			Total
Revenue	$	1,054,993		$	404,277	$	15,714		$	1,474,984
Expenses
Cost of products and services sold		1,028,816			242,574		11,245			1,282,635
Depreciation and amortization		134,629			43,344		12,442			190,415
Cost of sales		1,163,445			285,918		23,687			1,473,050
Gross profit (loss)		(108,452	)		118,359		(7,973	)		1,934
Administration		—			—		127,566			127,566
Exploration		8,016			—		—			8,016
Research and development		—			—		7,168			7,168
Other operating income		(8,407	)		—		—			(8,407	)
(Gain) loss on disposal of assets		(2,886	)		6,689		—			3,803
Finance costs		—			—		76,612			76,612
Gain on derivatives		—			—		(12,529	)		(12,529	)
Finance income		—			—		(6,804	)		(6,804	)
Share of earnings from equity-accounted investee		(68,283	)		—		—			(68,283	)
Other expense (income)		—			301		(21,654	)		(21,353	)
Earnings (loss) before income taxes		(36,892	)		111,369		(178,332	)		(103,855	)
Income tax recovery										(1,201	)
Net loss										(102,654	)
Capital expenditures for the year	$	72,786		$	22,792	$	3,206		$	98,784

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  149

For the year ended December 31, 2020    

	Uranium			Fuel services		Other			Total
Revenue	$	1,416,125		$	377,296	$	6,652		$	1,800,073
Expenses
Cost of products and services sold		1,243,311			237,656		3,995			1,484,962
Depreciation and amortization		154,560			43,190		10,912			208,662
Cost of sales		1,397,871			280,846		14,907			1,693,624
Gross profit (loss)		18,254			96,450		(8,255	)		106,449
Administration		—			—		145,344			145,344
Exploration		10,873			—		—			10,873
Research and development		—			—		3,965			3,965
Other operating expense		23,921			—		—			23,921
Loss on disposal of assets		667			405		—			1,072
Finance costs		—			—		96,133			96,133
Gain on derivatives		—			—		(36,577	)		(36,577	)
Finance income		—			—		(10,835	)		(10,835	)
Share of earnings from equity-accounted investee		(36,476	)		—		—			(36,476	)
Other income		(202	)		—		(51,238	)		(51,440	)
Earnings (loss) before income taxes		19,471			96,045		(155,047	)		(39,531	)
Income tax expense										13,666
Net loss										(53,197	)
Capital expenditures for the year	$	46,697		$	30,760	$	5		$	77,462

B. Geographic segments

Revenue is attributed to the geographic location based on the location of the entity providing the services. The Company’s revenue from external customers is as follows:

	2021		2020
United States	$	770,265	$	1,177,756
Canada		704,719		622,317
	$	1,474,984	$	1,800,073

The Company’s non-current assets, excluding deferred tax assets and financial instruments, by geographic location are as follows:

	2021		2020
Canada	$	3,100,285	$	3,260,144
Australia		395,223		421,836
United States		131,683		145,328
Kazakhstan		46		55
Germany		11		16
	$	3,627,248	$	3,827,379

150  CAMECO CORPORATION

C. Major customers

Cameco relies on a small number of customers to purchase a significant portion of its uranium concentrates and uranium conversion services. During 2021, revenues from two customers of Cameco’s uranium and fuel services segments represented approximately $166,068,000 (2020 - $457,560,000), approximately 11% (2020 - 25%) of Cameco’s total revenues from these segments. As customers are relatively few in number, accounts receivable from any individual customer may periodically exceed 10% of accounts receivable depending on delivery schedule.

29. Group entities

The following are the principal subsidiaries and associates of the Company:

	Principal place		Ownership interest
	of business		2021			2020
Subsidiaries:
Cameco Fuel Manufacturing Inc.		Canada		100	%		100	%
Cameco Marketing Inc.		Canada		100	%		100	%
Cameco Inc.		US		100	%		100	%
Power Resources, Inc.		US		100	%		100	%
Crow Butte Resources, Inc.		US		100	%		100	%
Cameco Australia Pty. Ltd.		Australia		100	%		100	%
Cameco Europe Ltd.		Switzerland		100	%		100	%
Associates:
JV Inkai		Kazakhstan		40	%		40	%

30. Joint operations

Cameco conducts a portion of its exploration, development, mining and milling activities through joint operations located around the world. Operations are governed by agreements that provide for joint control of the strategic operating, investing and financing activities among the partners. These agreements were considered in the determination of joint control. Cameco’s significant Canadian uranium joint operation interests are McArthur River, Key Lake and Cigar Lake. The Canadian uranium joint operations allocate uranium production to each joint operation participant and the joint operation participant derives revenue directly from the sale of such product. Mining and milling expenses incurred by joint operations are included in the cost of inventory.

2021 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES  151

Cameco reflects its proportionate interest in these assets and liabilities as follows:

	Principal place
	of business		Ownership			2021		2020
Total assets
McArthur River		Canada		69.81	%	$	1,010,956	$	1,027,617
Key Lake		Canada		83.33	%		549,051		560,845
Cigar Lake		Canada		50.03	%		1,294,333		1,327,956
						$	2,854,340	$	2,916,418
Total liabilities
McArthur River				69.81	%	$	36,697	$	34,597
Key Lake				83.33	%		267,579		278,331
Cigar Lake				50.03	%		45,503		46,604
						$	349,779	$	359,532

31. Related parties

A. Transactions with key management personnel

Key management personnel are those persons that have the authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly. Key management personnel of the Company include executive officers, vice-presidents, other senior managers and members of the board of directors.

In addition to their salaries, Cameco also provides non-cash benefits to executive officers and vice-presidents and contributes to pension plans on their behalf (note 25). Senior management and directors also participate in the Company’s share-based compensation plans (note 24).

Executive officers are subject to terms of notice ranging from three to six months. Upon resignation at the Company’s request, they are entitled to termination benefits of up to the lesser of 18 to 24 months or the period remaining until age 65. The termination benefits include gross salary plus the target short-term incentive bonus for the year in which termination occurs.

Compensation for key management personnel was comprised of:    

	2021		2020
Short-term employee benefits	$	20,663	$	21,676
Share-based compensation(a)		34,639		26,230
Post-employment benefits		6,188		6,041
Termination benefits		161		430
Total	$	61,651	$	54,377

(a) Excludes deferred share units held by directors (see note 24).    

B. Other related party transactions

Cameco purchases uranium concentrates from JV Inkai. For the year ended December 31, 2021, Cameco had purchases of $233,621,000 ($185,763,000 (US)) (2020 - $148,169,000 ($111,886,000 (US))). Cameco received a cash dividend from JV Inkai of $50,128,000 ($40,286,000 (US)) (2020 - $54,404,000 ($40,621,000 (US))).

32. Comparative Figures

Certain prior year balances have been reclassified to conform to the current financial statement presentation.

152  CAMECO CORPORATION

Investor Information Common Shares Toronto (CCO) | New York (CCJ) Transfer Agents and Registrars The registrar and transfer agent for Cameco’s common shares is TSX Trust Company. For information on common shareholdings, dividend cheques, lost share certificates and address changes, contact: Canada USA TSX Trust Company American Stock Transfer & P.O. Box 700, Station B Trust Company, LLC Montreal, Quebec H3B 3K3 6201 15th Avenue Brooklyn, NY 11219 1-800-387-0825 or 1-416-682-3860 (outside of North America) www.tsxtrust.com Inquiries Cameco Corporation 2121 - 11th Street West Saskatoon, Saskatchewan S7M 1J3 Phone:306-956-6200 Fax:306-956-6201 For comprehensive financial information, visit: cameco.com Annual Meeting The annual meeting of shareholders of Cameco Corporation is scheduled to be held on May 10, 2022 at Cameco’s head office in Saskatoon, Saskatchewan. Dividends In 2021, our board of directors declared a dividend of $0.08 per common share, which was paid December 15, 2021. A dividend of $0.12 per common share has been declared for 2022, payable on December 15, 2022 to shareholders of record on November 30, 2022. The decision to declare an annual dividend by our board is reviewed regularly and will be based on our cash flow, financial position, strategy and other relevant factors including appropriate alignment with the cyclical nature of our earnings.