1. John S. Auston recused himself from one board meeting due to a conflict of interest in his role as a director of Centerra Gold Inc., so the total number of Board meetings he was required to attend has been reduced accordingly.

2. The information as to Cameco shares owned or over which control or direction is exercised has been furnished by the respective Directors. 15 CAMECO MANAGEMENT PROXY CIRCULAR

3. "DSUs" refers to deferred share units under Cameco's DSU plan for Directors.

4. The total value of Cameco shares and DSUs was calculated as follows: for 2007, based on $39.57, the 2007 year-end closing price of a Cameco share on the Toronto Stock Exchange (TSX); and for 2006, based on $47.20, the 2006 year-end closing price of a Cameco share on the TSX.

5. "Options" refers to unexercised Options under Cameco's Stock Option Plan. On October 28, 2003, the Board discontinued granting Options to Directors under the Option Plan.

6. Exercise prices and numbers of Options have been adjusted to account for Cameco's share spdivts.

7. All Options granted to the Directors have now vested (except for reload Options as referenced in note 10 below).

8. The in-the-money value is disclosed for the Options. This amount is calculated as the difference between the 2007 year-end closing price of a Cameco share on the TSX, $39.57, and the exercise price of the Options, multipdived by the number of Options at December 31, 2007.

9. The Board of Directors has determined that Joe F. Colvin is independent as three years have passed since the end of Mr. Colvin's term as President and CEO of the Nuclear Energy Institute. Gerald W. Grandey, Cameco's President and CEO, was a member of the Nuclear Energy Institute's executive and compensation committees during the last ten months of Mr. Colvin's term.

10. James R. Curtiss and George S. Dembroski exercised reload Options to obtain additional Options with a ten-year term exercisable at the closing market price of Cameco shares on the day prior to the exercise of the reload Options. Reload Options ceased being awarded after 1998.

11. Mr. Grandey was unable to attend the short board meeting immediately following the 2008 annual meeting because he was attending a Cameco press conference. As Mr. Grandey is president and CEO of Cameco, he is not a member of any board committees to make sure they operate independently of management.