NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS ON …

NOTICE OF 2017 ANNUAL MEETING

OF SHAREHOLDERS ON MAY 11, 2017 April 7, 2017

2017 MANAGEMENT PROXY CIRCULAR

Cameco is one of the world's largest uranium producers, accounting for about 17% of the world's production in 2016.

We also supply much of the world's reactor fleet with the fuel to generate one of the cleanest sources of electricity available today.

You have received this document because you are a Cameco shareholder and are entitled to vote at our 2017 annual meeting of shareholders. Please remember to vote.

What's inside

Letter to shareholders

1

Notice of our 2017 annual meeting 3

Management proxy circular

4

Business of the meeting

5

About voting

7

About the nominated directors

11

Governance at Cameco

22

? Our shareholder commitment

23

? Governance principles

24

? About the board

26

? Board committees

36

Compensation

40

? Compensation governance

41

? Director compensation

44

? Executive compensation

48

Other information

92

Appendixes

93

Cameco is widely recognized for excellence in corporate governance:

honourable mention for corporate disclosure, 2015 CPA Canada Awards of Excellence in Corporate Reporting

winner of the inaugural 2015 Achievement in Private Sector Risk Management (Mastering Risk) award for excellence in Canadian risk, control and audit management practices

winner of the 2015 Excellence in Governance Award for Best sustainability, ethics and environmental governance program by the Canadian Society of Corporate Secretaries

winner of the 2014 New York Stock Exchange inaugural leadership award for exemplary CD&A disclosure by a compensation committee

past winner of the Canadian Coalition for Good Governance's governance gavel awards for best disclosure for approach to executive compensation and for best disclosure of board governance practices and director qualifications for governance

TSX:

CCO

NYSE: CCJ

Cameco Corporation 2121-11th Street West Saskatoon, Saskatchewan S7M 1J3

Letter to shareholders

Dear fellow shareholder,

On behalf of Cameco's board of directors, I am pleased to invite you to the 2017 annual meeting of shareholders. The meeting will be held on May 11, 2017 in Saskatoon, and available to all stakeholders by webcast.

The management proxy circular, which begins on page 4, has important information about this year's items of business, including the nominated directors, and tells you how you can vote. It also discusses our governance practices and director and executive compensation.

The board's focus The board is focused on delivering returns to shareholders, paying particular attention to strategy and value creation, risk oversight and board governance ? areas we see as fundamental to Cameco's sustainability and future success.

Strategy The board works closely with management on the company's strategic direction. Each regular meeting starts with a session on the market and corporate strategy, which puts strategy at the forefront of the discussions in the committee meetings that follow.

Cameco's strategy is to focus on its tier-one assets and profitably produce at a pace aligned with market signals, to increase long-term shareholder value ? all while emphasizing safety, people and the environment. Management's priorities in 2016 were on reducing costs and improving efficiency amid difficult conditions in the uranium market.

This resulted in several decisions over the course of the year aimed at strengthening the core business and better positioning Cameco to benefit from the increasing demand we anticipate over the long term.

Risk oversight

The board is also responsible for overseeing risk. The board as a whole oversees Cameco's strategic risks, and we allocate the top-tier financial and operational risks to specific board committees for direct oversight.

Cameco implemented a comprehensive enterprise risk management (ERM) program several years ago to manage and assess all risks against our four measures of success. The board continues to rely on the ERM program to make sure Cameco's risks, and most importantly those related to safety, health and the environment, are being appropriately managed and mitigated, particularly in the context of the significant cost reductions this year.

Sound governance

The board reviews its governance practices regularly to make sure Cameco continues to be well served and remains a governance leader. The board, committee and director assessments we conduct every year help us improve our own processes and the work we do as Cameco directors. As part of this process, the chair of the nominating, corporate governance and risk committee meets with each director individually to review their assessment, capacity and commitment to Cameco's board.

2016 HIGHLIGHTS

Despite ongoing market challenges, performance of our core business ? uranium ? remained solid in 2016 and was in line with our outlook.

Annual revenue of

$2.4 billion

Strong performance of our uranium segment

drives over 90% of

gross profit in 2016

Average realized uranium price of

$41.12/lb (US),

60% higher than the average spot price for the year

LETTER TO SHAREHOLDERS 1

The board is committed to having the right diversity (gender and mix of skills, background and experience), and we regularly review our competency matrix, core attributes, diversity policy, term limits and retirement policy, to make sure the mix of directors is appropriate and meets Cameco's needs.

Eleven qualified and experienced directors are standing for election this year. This includes Kathryn (Kate) Jackson, who was appointed to the board as of January 1, 2017, following an extensive director search in 2016. Kate is a corporate director and former senior vice-president and chief technology officer of RTI International Metals Inc. She brings extensive management, board and technical experience on both the utility and supplier side of the nuclear industry to the Cameco board.

Looking ahead

Despite the prolonged weakness in the uranium market and the downward pressure on Cameco's share price, we remain confident about the long-term prospects for both Cameco and the nuclear industry.

Your vote is important. Please take some time to read the attached management proxy circular before you decide how to vote your shares. The board and management thank you for your continued confidence. Sincerely,

Neil McMillan Chair of the board Cameco Corporation

VIDEO MESSAGE FROM THE CHAIR

See the Chair's video at about/governance

2016 AWARDS

Top 100 Employers in Canada

(Mediacorp)

Saskatchewan's Top Employers

Canada's Best Diversity Employers

(Mediacorp)

Canada's Top Employers for Young People

(Mediacorp)

2 CAMECO CORPORATION

Notice of our 2017 annual meeting of shareholders

You are invited to our 2017 annual meeting:

When

Thursday, May 11, 2017 8:30 a.m. CST

Where

Cameco Corporation 2121 - 11th Street West Saskatoon, Saskatchewan We will webcast the meeting on our website at .

Your vote is important

If you held Cameco common shares on March 14, 2017, you are entitled to receive notice of and to vote at this meeting. You can vote in person at the meeting or by proxy. See pages 5 through 10 of the attached management proxy circular for information about what the meeting will cover, who can vote and how to vote. By order of the board of directors,

Sean Quinn Senior Vice-President, Chief Legal Officer and Corporate Secretary Saskatoon, Saskatchewan

FOR MORE INFORMATION

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

The deadline for submitting a shareholder proposal for our 2018 annual meeting is January 8, 2018 and we require advance notice for nominating directors (see page 92 for details).

Access our 2016 annual report and other documents and information online: (SEDAR) edgar.shtml (EDGAR)

See page 92 for more information.

TOTAL COMMON SHARES OUTSTANDING

395,792,522 395,792,522

December 31, 2016 March 10, 2017

CST Trust Company is our transfer agent and registrar for Canada and American Stock Transfer & Trust Company LLC is our transfer agent and registrar for the US.

April 7, 2017

NOTICE OF 2017 ANNUAL MEETING OF SHAREHOLDERS 3

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