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BOARD OF DIRECTORS

John Clappison

As of March 8, 2013

John Clappison is the former managing partner of the Greater Toronto Area office of PricewaterhouseCoopers LLP, where he spent 37 years. He is a fellow of the Canadian Institute of Chartered Accountants of Ontario.

In addition to his extensive financial experience, John brings to Cameco's board his experience in human resources and executive compensation as a senior member of the PwC executive team. He is also a former member of the compensation committee at Canadian Real Estate Investment Trust.

In addition to the public company boards listed below, John serves as a director of the private company, Summitt Energy Holdings GP Inc. and was a director of the public company Canadian Real Estate Investment from 2007 to 2011. He is actively involved with the Canadian Foundation for Facial Plastic and Reconstructive Surgery and the Shaw Festival Theatre Endowment Foundation.

Other public company boards and committee memberships:

Inmet Mining Corporation (chair of audit committee),
Rogers Communications Inc. (chair of audit committee, pension committee),
Sun Life Financial Inc. (chair of risk review committee, audit committee)

The following is as of December 31, 2012
Board and committee membership and attendance In person Teleconference Overall
Board of directors 6 of 6 2 of 2 100%
Audit and finance (chair) 5 of 5   100%
Human resources and compensation 5 of 5 1 of 1 100%

Securities Held Table

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. 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.
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.

JOHN CLAPPISON

John Clappison
Larger Photo (1 photo)

PERSONAL INFORMATION

Toronto, Ontario Canada
Citizenship: Canadian
Director since: 2006
Independent

Main areas of experience:
— Finance
— Executive compensation
— International