Qualified Persons

The technical and scientific information discussed in this MD&A was prepared by or under the supervision of the following individuals, who are qualified persons for the purposes of National Instrument 43-101, with respect to the following material properties:

• McArthur River/Key Lake:
  • *Alain G. Mainville, director, mineral resources management, Cameco.
  • David Bronkhorst, general manager, McArthur River, Cameco.
  • Chuck Edwards, director, metallurgy, AMEC.
  • Greg Murdock, technical superintendent, McArthur River, Cameco.
  • Les Yesnik, general manager, Key Lake, Cameco.
• Cigar Lake:
  • *Alain G. Mainville, director, mineral resources management, Cameco.
  • Scott Bishop, chief mine engineer, Cigar Lake, Cameco.
  • Chuck Edwards, director, metallurgy, AMEC.
  • Doug McIlveen, chief geologist, Cigar Lake project, Cameco.
  • Grant J.H. Goddard, general manager, Cigar Lake, Cameco.
• Kumtor:
  • Ian Atkinson, vice-president, Exploration, Centerra.

* As director, mineral resources management at Cameco, Mr. Mainville oversees and coordinates the work performed by Cameco qualified persons on the estimation of mineral reserves and resources and reports to management and Cameco's reserve oversight committee of the board on matters relating thereto.

Caution Regarding Forward-Looking Information and Statements

Statements contained in this MD&A which are not current statements or historical facts are "forward-looking information" (as defined under Canadian securities laws) and "forward-looking statements" (as defined in the US Securities Exchange Act of 1934, as amended) which may be material and that involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by them. Sentences and phrases containing words such as "believe", "estimate", "anticipate", "plan", "predict", "goals", "targets", "projects", "may", "hope", "can", "will", "shall", "should", "expect", "intend", "is designed to", "continues", "with the intent", "potential", "strategy" and the negative of these words, or variations of them, or comparable terminology that does not relate strictly to current or historical facts, are all indicative of forward-looking information and statements. Examples of forward-looking information and statements include, but are not limited to: our expectations regarding future worldwide uranium supply and demand; our expectations regarding long-term uranium contracting levels in 2009; the volume of uranium production in 2009 at our various operations; our ability to achieve full sustainable annual production at our McArthur River and Key Lake operations and the timeframe for doing so; the expected date for completion of sealing the 2008 water inflow at Cigar Lake; our estimates regarding future annual production levels at Inkai; our uranium production outlook for 2009 through 2013; our 2009 outlook for uranium, including the calculation of tiered royalties, uranium price sensitivity for 2009 and the price sensitivity table for 2009 through 2013 and related discussion; the target date for resuming UF₆ production at Port Hope; the 2009 fuel services outlook; the BPLP outlook for 2009; the gold outlook for 2009; and our consolidated outlook for 2009.

There are material risks that could cause actual results to differ materially from the forward-looking information and statements contained in this MD&A. Factors that could cause such differences include, without limitation: the impact of the sales volume of fuel fabrication services, uranium, conversion services, electricity generated and gold; volatility and sensitivity to market prices for uranium, conversion services, electricity in Ontario and gold; competition; the financial results and operations of BPLP and Centerra Gold Inc.; the impact of change in foreign currency exchange rates (such as Canadian/US rates), interest rates and costs of reagent supplies critical to production; imprecision in production, decommissioning, reclamation, reserve and tax estimates; litigation or arbitration proceedings (including as the result of disputes with government (including tax authorities), suppliers, customers or joint venture partners) and the adverse outcome of such proceedings; inability to enforce legal rights; defects in title; environmental, safety and regulatory risks including increased regulatory burdens and long-term waste disposal (such as the risk of uranium and production-associated chemicals affecting the soil at the Port Hope UF₆ conversion plant and other operating sites); unexpected or challenging geological or hydrological or mining conditions (including at the McArthur River, Cigar Lake, Rabbit Lake and Kumtor deposits); adverse mining conditions; political risks, including nationalization risks, arising from operating in certain developing countries (including the Kyrgyz Republic, Kazakhstan and Mongolia); terrorism; sabotage; a possible deterioration in political support for nuclear energy; changes in government regulations and policies, including tax and trade laws and policies (including new legislation in Kazakhstan allowing the government to renegotiate previously signed agreements and a new tax code); demand for nuclear power; replacement of production (including through placing Inkai and Cigar Lake into production and transitioning to new mining areas at McArthur River); the risk of uranium and conversion service providers failure to fulfill delivery commitments or to require material amendments to agreements relating thereto (including the Russian HEU Agreement); failure to obtain or maintain necessary permits and approvals from government authorities; legislative and regulatory initiatives regarding deregulation, regulation or restructuring of the electric utility industry in Ontario; Ontario electricity rate regulations; natural phenomena including inclement weather conditions, fire, flood, underground floods, earthquakes, pitwall failure (including further highwall ground movement at the Kumtor mine) and cave-ins; ability to maintain and further improve positive labour relations; strikes or lockouts; operating performance, disruption in the operation of, and life of the company's and customers' facilities; availability of reagents, equipment, operating parts and supplies critical to production (including the availability of acid at the company's operations in Kazakhstan and hydrofluoric acid at the company's Port Hope operation); decrease in electrical production due to planned outages extending beyond their scheduled periods or unplanned outages; success and timely completion of planned development and remediation projects (including the remediation of and return to pre-flood construction and development at Cigar Lake);the risk of a significant decline in general economic conditions; failure of our radiation protection plans and other development and operating risks. There may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. These factors are not intended to represent a complete list of the material risk factors that could affect Cameco. Additional risk factors are noted elsewhere in this MD&A and in Cameco's current annual information form.

Forward-looking information and statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about: the absence of material adverse changes in the ability of Cameco's business units to supply product and services, other than as disclosed; there being no disruption of supply from third party sources; there being no significant changes in current estimates for sales volume, purchases and prices for uranium, conversion services, electricity in Ontario, and gold; the expected spot prices and realized prices for uranium (including an assumed uranium spot price of $47.00 (US) per pound, which was the UxC spot price as of February 9, 2009, for the purposes of certain uranium price sensitivity information); the assumptions discussed under the heading "Uranium Price Sensitivity (2009 to 2013)"; the average gold spot price; Cameco's effective tax rate; there being no significant adverse change in foreign currency exchange rates, interest rates and the cost of supplies critical to production; there being no significant changes in production, decommissioning, reclamation and reserve estimates; the HEU supplier's compliance with its delivery commitments; there being no significant changes in Cameco's ability to comply with current environmental, safety and other regulatory requirements, and the absence of any material increase in regulatory compliance requirements; Cameco's ability to obtain regulatory approvals in a timely manner; the success and timely completion of our Cigar Lake dewatering and remediation efforts without further disruptions; the status of geological, hydrological and other conditions at Cameco's and Centerra's mines, including the accuracy of our expectations regarding the condition of existing underground workings; the absence of any material adverse effects arising as a result of political instability, nationalization, terrorism, sabotage, natural disasters, adverse changes in government legislation, regulations or policies, litigation or arbitration proceedings or tax reassessments; continuing positive labour relations, and that no significant strikes or lockouts will occur; and the success and timely completion of planned development and remediation projects and the replacement of production; and that general economic conditions do not deteriorate beyond currently anticipated levels. Forward-looking information and statements are also based upon the assumption that none of the identified material risks that could cause actual results to differ materially from the forward-looking information and statements will occur.

The forward-looking information and statements included in this MD&A represent Cameco's views as of the date of this MD&A and should not be relied upon as representing Cameco's views as of any subsequent date. While Cameco anticipates that subsequent events and developments may cause its views to change, Cameco specifically disclaims any intention or obligation to update forward-looking information and statements, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws. Forward-looking information and statements contained in this MD&A about prospective results of operations, financial position or cash flows that are based upon assumptions about future economic conditions and courses of action is presented for the purpose of assisting Cameco's shareholders in understanding management's current views regarding those future outcomes, and may not be appropriate for other purposes.

There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could vary, or differ materially, from those anticipated in them. Accordingly, readers of this MD&A should not place undue reliance on forward-looking information and statements. Forward-looking information and statements for time periods subsequent to 2009 involve greater risks and require longer-term assumptions and estimates than those for 2009, and are consequently subject to greater uncertainty. Therefore, the reader is especially cautioned not to place undue reliance on such long-term forward-looking information and statements.

Additional Information

Additional information related to the company, including Cameco's annual information form, is available at sedar.com and cameco.com.