May 11, 2016
Canadian Securities Administrators
Cameco Corporation
Annual Meeting May 11, 2016
Report of Voting Results
Under National Instrument 51-102
In accordance with Section 11.3 of National Instrument 51-102 –Continuous Disclosure Obligations, we advise of the results of the voting on the matters submitted to the annual meeting (the Meeting) of the shareholders (the Shareholders) of Cameco Corporation (the Corporation) held on May 11, 2016. Each of the matters set forth below is described in greater detail in the Notice for the Meeting and Management Proxy Circular mailed to Shareholders prior to the Meeting.
The matters voted upon at the Meeting and the results of the voting were as follows:
Item 1: Election of Directors
The following directors were elected to hold office for the ensuing year or until their successors are elected or appointed:
Ian Bruce | Tim Gitzel | |
Daniel Camus | Jim Gowans | |
John Clappison | Don Kayne | |
Donald Deranger | Anne McLellan | |
Catherine Gignac | Neil McMillan |
If a ballot vote had been taken, based upon proxy votes by Shareholders received by the Corporation, the voting results for the election of directors, both before and after giving
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May 11, 2016
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effect to the twenty-five (25%) percent non-resident Shareholder voting restriction, would have been:
Vote Results Before Reduction of Non-resident Vote:
Nominee | Votes For | % Votes For | Withheld | % Votes Withheld | ||||||||||||
Ian Bruce | 209,530,622 | 93.27 | % | 15,118,923 | 6.73 | % | ||||||||||
Daniel Camus | 208,522,231 | 92.82 | % | 16,127,314 | 7.18 | % | ||||||||||
John Clappison | 221,506,760 | 98.60 | % | 3,142,785 | 1.40 | % | ||||||||||
Donald Deranger | 221,339,474 | 98.53 | % | 3,310,071 | 1.47 | % | ||||||||||
Catherine Gignac | 223,079,103 | 99.30 | % | 1,570,442 | 0.70 | % | ||||||||||
Tim Gitzel | 222,826,789 | 99.19 | % | 1,822,756 | 0.81 | % | ||||||||||
Jim Gowans | 215,533,570 | 95.94 | % | 9,112,275 | 4.06 | % | ||||||||||
Don Kayne | 222,924,856 | 99.23 | % | 1,724,689 | 0.77 | % | ||||||||||
Anne McLellan | 208,746,642 | 92.92 | % | 15,902,903 | 7.08 | % | ||||||||||
Neil McMillan | 221,664,282 | 98.76 | % | 2,773,846 | 1.24 | % | ||||||||||
Vote Results After Reduction of Non-resident Vote to 25%:
Nominee | Votes For | % Votes For | Withheld | % Votes Withheld | ||||||||||||
Ian Bruce | 138,042,854 | 90.29 | % | 14,847,596 | 9.71 | % | ||||||||||
Daniel Camus | 137,771,360 | 90.11 | % | 15,119,090 | 9.89 | % | ||||||||||
John Clappison | 150,423,913 | 98.39 | % | 2,466,537 | 1.61 | % | ||||||||||
Donald Deranger | 150,576,852 | 98.49 | % | 2,313,598 | 1.51 | % | ||||||||||
Catherine Gignac | 151,580,036 | 99.14 | % | 1,310,414 | 0.86 | % | ||||||||||
Tim Gitzel | 151,323,845 | 98.98 | % | 1,566,606 | 1.02 | % | ||||||||||
Jim Gowans | 146,191,565 | 95.62 | % | 6,697,961 | 4.38 | % | ||||||||||
Don Kayne | 151,337,441 | 98.98 | % | 1,553,009 | 1.02 | % | ||||||||||
Anne McLellan | 137,658,507 | 90.04 | % | 15,231,944 | 9.96 | % | ||||||||||
Neil McMillan | 150,524,587 | 98.49 | % | 2,313,009 | 1.51 | % | ||||||||||
Item 2: Appointment of Auditors
By a vote by way of show of hands, KPMG LLP was appointed auditors of the Corporation to hold office until the next annual meeting of Shareholders, or until their successors are appointed.
If a ballot vote had been taken, based upon proxy votes by Shareholders received by the Corporation, the voting results for appointment of auditors, both before and after giving effect to the twenty-five (25%) percent non-resident Shareholder voting restriction, would have been:
Vote Results Before Reduction of Non-resident Vote:
Votes For | % Votes For | Votes Withheld | % Votes Withheld | |||||
| 242,699,548 | 98.50% | 3,698,459 | 1.50% | |||||
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May 11, 2016
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Vote Results After Reduction of Non-resident Vote to 25%:
Votes For | % Votes For | Votes Withheld | % Votes Withheld | |||
| 155,140,038 | 97.99% | 3,187,527 | 2.01% |
Item 3: Executive Compensation
On a vote by ballot, an advisory resolution was passed accepting the approach to executive compensation disclosed in Cameco’s Management Proxy Circular delivered in advance of this meeting.
The outcome of the ballot vote, both before and after giving effect to the twenty-five (25%) percent non-resident Shareholder voting restriction, was as follows:
Vote Results Before Reduction of Non-resident Vote:
Votes For | % Votes For | Votes Against | % Votes Against | |||
| 204,891,514 | 91.20% | 19,758,031 | 8.80% |
Vote Results After Reduction of Non-resident Vote to 25%:
Votes For | % Votes For | Votes Against | % Votes Against | |||
| 135,248,923 | 88.46% | 17,650,316 | 11.54% |
| Cameco Corporation | ||
| By: | “Sean A. Quinn” | |
| Sean A. Quinn | ||
| Senior Vice-President, Chief Legal Officer | ||
| and Corporate Secretary | ||