CCJ Cameco Corporation

As filed with the United States Securities and Exchange Commission on August 8, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CAMECO CORPORATION

(Exact name of registrant as specified in its charter)

2121 — 11th Street West

Saskatoon, Saskatchewan

Canada

S7M 1J3

(Address of Principal Executive Offices and Zip Code)

Cameco Corporation Employee Share Ownership Plan

for Employees of Non-Canadian Participating Affiliates

(Full title of the plan)

Cristina Giffin

Power Resources, Inc., Smith Ranch-Highland Operation

762 Ross Road

Douglas, Wyoming 82633

(Name and address of agent for service)

(307) 358-6541

(Telephone number, including area code, of agent for service)

Copies To:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Cameco Corporation, a corporation organized under the laws of Canada (the “Company” or the “Registrant”) pursuant to General Instruction E to Form S-8 for the purpose of registering an additional 100,000 shares of the Company’s common stock, no par value (the “Common Stock”) which may be issued pursuant to the Cameco Corporation Employee Share Ownership Plan for Employees of Non-Canadian Participating Affiliates (as amended and restated, the “Plan”) and consists of only those items required by General Instruction E. In accordance therewith, the Company hereby incorporates herein by reference the contents of the Registration Statement on Form S-8 filed by the Company with respect to the Plan on May 30, 2014 (Registration Statement File No. 333-196422), together with all exhibits filed therewith or incorporated therein by reference to the extent not otherwise amended or superseded by the contents hereof.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Item 1 and Item 2 of Part I of Form S-8 is omitted from this filing in accordance with Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the Plan as required by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference.

The following documents filed with the Commission by the Company, pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement:

In addition, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities registered hereby have been sold or which deregisters such securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except for information furnished to the Commission that is not deemed to be “filed” for purposes of the Exchange Act (such documents, and the documents listed above, being hereinafter referred to as the “Incorporated Documents”). Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by reference in the Section 10(a) prospectus), other documents required to be delivered to eligible employees pursuant to Rule 428(b) or additional information about the Plan are available without charge to participants by contacting Sean Quinn, Corporate Secretary, Cameco Corporation 2121 — 11th Street West, Saskatoon, Saskatchewan Canada S7M 1J3.

Item 6. Indemnification of Directors and Officers.

Under the Canada Business Corporations Act (the “CBCA”), a corporation may indemnify a present or former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. A corporation may not indemnify an individual unless the individual (i) acted honestly and in good faith with a view to the best interests of the corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the corporation’s request and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the conduct was lawful. Each of the aforementioned individuals are entitled to the indemnification provided above from a corporation as a matter of right if they were not judged by the court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done and if the individual fulfills conditions (i) and (ii) above. A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding; however, the individual shall repay the moneys if the individual does not fulfill the conditions set out in (i) and (ii) above. The indemnification or the advance of any moneys may be made in connection with a derivative action only with court approval and only if the conditions in (i) and (ii) above are met.

The by-laws of the Registrant provide that, subject to the CBCA, the Registrant shall indemnify a director or officer, a former director or officer, or an individual who acts or acted at the Registrant’s request as a director or officer, or in a similar capacity of another entity, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgment, reasonably incurred by such individual in respect of any civil, criminal, administrative, investigative or other action or proceeding to which such individual was involved because of that association with the Registrant or other entity, if (i) the individual acted honestly and in good faith with a view to the best interests of the Registrant, or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Registrant’s request, and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful. The Registrant also has agreements with each director and officer to provide indemnification to the extent permitted under the CBCA.

Under the CBCA, a corporation may purchase and maintain insurance for the benefit of any of the aforementioned individuals against any liability incurred by the individual in his or her capacity as a director or officer of the corporation, or in his or her capacity as a director or officer, or similar capacity, of another entity, if the individual acted in such capacity at the corporation’s request. The by-laws of the Registrant also provide that the Registrant may purchase, maintain or participate in insurance against the risk of its liability to indemnity persons as set forth to the foregoing paragraph. The Registrant has purchased third party director and officer liability insurance.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

The Company shall advance moneys to a director, officer or other individual for the costs, charges and expenses of such proceedings. The individual shall repay the moneys if the individual does not fulfill the conditions of (i) and (ii) above.

Bylaw No. 7 of the Company further provides that the above described indemnification provisions are not exclusive of any other rights to which any individual seeking indemnification may be entitled under any agreement, vote of shareholders or directors, at law or otherwise.

The Company maintains policies of insurance for its directors and officers and those of its subsidiaries. In aggregate the policy limit under current policies is Cdn$150 million, of which Cdn$50 million is available solely for reimbursement to directors and officers. Reimbursement coverage is subject to a Cdn$5 million deductible for each claim.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Saskatoon, in the Province of Saskatchewan, on this 8^th day of August, 2024.

Pursuant to the requirements of the Securities Act of 1933, the undersigned has signed this Form S-8 solely in her capacity as the duly authorized representative of Cameco Corporation in the United States, on this 8^th day of August, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sean Quinn and Grant Isaac, and each of them, his/her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on the date set forth beside each of their names and titles.

Exhibit 4.3

CAMECO CORPORATION

EMPLOYEE SHARE OWNERSHIP PLAN

FOR EMPLOYEES OF NON-CANADIAN

PARTICIPATING AFFILIATES

(The Non-Canadian ESOP)

Amendment and Restatement Effective January 1, 2023

TABLE OF CONTENTS

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TABLE OF CONTENTS

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SECTION 1

DEFINITIONS AND INTERPRETATION

For the purpose of the Plan:

“Account” means any account held in the name of a Participant recording Shares purchased with Participant Contributions or Company Contributions and Shares purchased with dividends paid on Shares held in the Account.

“Base Contributions” means the contributions made to the Plan by an Employer as described in Section 5.1.

“Blackout Period” means the period imposed by Cameco, during which Eligible Employees may not trade in the Cameco’s securities, but does not include any period when a regulator has halted trading in Cameco’s securities.

“Business Day” means a day on which the relevant Stock Exchange is open for business.

“Cameco” means Cameco Corporation.

“Catch-Up Form” means the forms relating to a Participant’s election to make and/or receive contributions to the Plan pursuant to Section 4.6(b), 5.1(c) or 5.2(b), as applicable, in such form (including, for greater certainty, on-line or web-based forms) as may be prepared by Cameco or the Plan Administrator from time to time.

“Company Contributions” means contributions made to the Plan by an Employer pursuant to Section 5, and includes both Base Contributions and Matching Contributions.

“Company Contributions Account” means the account held in the name of a Participant recording Shares purchased with Company Contributions.

“Eligible Earnings” means the regular remuneration, including base salary, shift premium, shift differential, vacation pay and payment for overtime received by the Participant from the Employer, but excludes all bonuses and honorariums.

“Eligible Employee” means each employee of an Employer, other than an Executive, who is employed outside Canada; for greater certainty, this includes all employees who have either a full-time or part-time work schedule under a regular or temporary work contract, whether or not unionized.

“Employer” means in relation to a Participant, Cameco, Inc., Cameco Australia Pty Ltd., Power Resources, Inc. and Crow Butte Resources, Inc. and any other entity controlling, controlled by or under common control with Cameco designated by the Board of Directors of Cameco from time to time as being entitled to participate and that does participate in the Plan. Notwithstanding the foregoing, an entity may only be considered an “Employer” under the Plan during such time as such entity is controlling, controlled by or under common control with Cameco. In the event that a participating entity ceases to control, be controlled by, or be under common control with Cameco, due to a sale, reorganization, merger, acquisition, or other corporate transaction, such entity shall cease to be an Employer as of the closing date of such transaction. At such time, any individuals employed by such entity shall cease to be Eligible Employees, and they shall be treated as having experienced a termination of employment under Section 9.1(b).

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“Enrolment/Change Form” means the enrolment/change forms in such form (including, for greater certainty, on-line or web-based forms) as may be prepared by the Plan Administrator from time to time.

“Executive” means any officer or any other employee of an Employer designated in writing by the Cameco officer responsible for human resources policies and programs as being ineligible to participate in the Plan.

“Legal Representative” means the executor(s) appointed under a deceased’s will or a duly appointed administrator or trustee of a deceased’s estate.

“Matching Contributions” means the contributions made to the Plan by an Employer as described in Section 5.2.

“Notional Earnings” means the rate of annual Eligible Earnings that a Participant on one of the following unpaid leaves was paid immediately prior to commencement of the period of the unpaid leave:

“Participant” means an Eligible Employee who participates in the Plan. For purposes of Sections 9.2 and 9.3, “Participant” also means a person who was previously an Eligible Employee who participated in the Plan and whose Accounts have not yet been closed in accordance with Section 9.2 or 9.3, as applicable.

“Participant Contributions” means contributions made to the Plan by Participants, if any, pursuant to Section 4.

“Participant Contributions Account” means the account held in the name of a Participant recording Shares purchased with Participant Contributions.

“Pay Period” means the pay period that applies to a Participant, based upon the Employer’s pay system (e.g. bi-weekly, semi-monthly, etc.).

“Person” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, agency, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.

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“Plan” means this employee share ownership plan, as it may be amended from time to time.

“Plan Administrator” means any such corporation or entity appointed by Cameco from time to time to administer the Plan on behalf of Cameco.

“Plan Year” means the period of twelve calendar months commencing on January 1 and ending on December 31 of each year, or such other period as may be determined by Cameco.

“Service” means a Participant’s uninterrupted period of service with Cameco and all of its subsidiaries and affiliates, including the Employer. Service may include an authorized leave of absence, and shall include (1) any period of statutorily protected leave (including maternity leave, parental leave and compassionate care leave), (2) a period of paid leave, (3) periods where the Participant is in receipt of benefits from a short-term or long-term disability plan sponsored by Cameco or one of its subsidiaries or affiliates, and (4) any period of absence due to injury in respect of which the Participant is entitled to workers’ compensation benefits. Where an individual is re-hired within thirty (30) days of terminating employment with Cameco or one of its subsidiaries or affiliates, the period between the termination date and the re-hire date shall be treated as an unpaid leave of absence and there shall be no break in Service.

“Shares” means previously issued common shares of Cameco which are traded through the facilities of the Stock Exchange.

“Small Balance” means an amount equal to or less than $1,000.

“Stock Exchange” means, unless otherwise determined by Cameco, the New York Stock Exchange.

“Suspension/Recommencement Form” means the forms relating to a Participant’s election to not participate in the Plan pursuant to Section 3.1, or to cease or recommence receipt of Base Contributions to the Plan pursuant to Section 5.1(b), in such form (including, for greater certainty, on-line or web-based forms) as may be prepared by Cameco or the Plan Administrator from time to time.

“Unvested Shares” means Shares in a Participant’s Company Contributions Account purchased with Company Contributions and dividends paid thereon, and Shares in a Participant Contributions Account purchased with dividends paid on those Shares, which have not become Vested Shares in accordance with Section 8.4 or Section 9.

“Vested Shares” means

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“Withdrawal/Termination Form” means the withdrawal/termination forms in such form (including, for greater certainty, on-line or web-based forms) as may be prepared by the Plan Administrator from time to time.

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SECTION 2

ESTABLISHMENT OF THE PLAN

The purpose of this Plan is to provide Eligible Employees with an opportunity to participate in the ownership of Cameco on an ongoing basis through purchases of Shares.

The Plan became effective on January 1, 2007. This amendment and restatement of the Plan is effective January 1, 2023.

The terms and conditions of this Plan, including the acquisition, sale and delivery of Shares, are subject to compliance with all applicable laws, regulatory requirements and approvals.

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SECTION 3

PARTICIPATION AND ENROLMENT

Each Eligible Employee hired after January 1, 2007 shall be enrolled as a Participant in the Plan effective as at the first day of the month coincident with or next following the date on which the Eligible Employee completes six (6) months of Service unless the Eligible Employee delivers a completed Suspension/Recommencement Form to the Employer within the six-month waiting period prior to being enrolled in the plan, or any time thereafter to discontinue participation in the plan.

Participation in the Plan is voluntary. Through participation in the Plan, Participants acknowledge that Cameco and the Employer are not making any representations or warranties as to the value of Shares at any time, nor recommending to employees as to whether or not they should participate in the Plan.

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SECTION 4

PARTICIPANT CONTRIBUTIONS TO THE PLAN

Subject to Section 4.5, Participant Contributions via payroll deductions shall continue so long as a Participant continues to receive Eligible Earnings. Should a Participant cease to receive Eligible Earnings from time to time, payroll deductions of Participant Contributions will cease; Participant Contributions shall resume following the receipt of Eligible Earnings.

Except as provided for in Section 4.6(b), a Participant may not make retroactive Participant Contributions to the Plan, unless Cameco determines otherwise.

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Except as provided for in Section 4.6(b), a Participant may not make lump sum Participant Contributions to the Plan, unless Cameco determines otherwise.

Subject to Section 4.1, a Participant may change the percentage amount of his or her Eligible Earnings directed to his or her Participant Contributions Account up to two (2) times per Plan Year by completing an Enrolment/Change Form and delivering such form to the Plan Administrator. Any such change(s) will be implemented as soon as practicable once the completed Enrolment/Change Form has been received and processed by the Plan Administrator and the Employer, as applicable.

Participant Contributions withheld through payroll deduction by the Employer in each Pay Period shall be remitted by the Employer to the Participant’s Participant Contributions Account as soon as practicable, but in any event not later than the fifth (5th) Business Day following the date such withholding is effected.

Subject to Section 10.5, all Participant Contributions shall be allocated to the Participant’s Participant Contributions Account and shall be invested solely in Shares.

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SECTION 5

COMPANY CONTRIBUTIONS TO THE PLAN

Base Contributions shall be pro-rated for each Participant who works less than a full-time work schedule (based on the percentage of a full-time work schedule worked by such a Participant), and for each Participant who enrols or terminates participation in the Plan during the Plan Year (based on the number of full Pay Periods in which the Participant participated in the Plan during the Plan Year).

If a Participant elects to have the Employer cease making Base Contributions to the Plan on behalf of the Participant pursuant to this Section 5.1(b), no Base Contributions will be made to the Participant’s Account until the Participant makes a subsequent election to have the Employer recommence making Base Contributions to the Plan pursuant to Section 5.1(a) by completing and delivering a Suspension/Recommencement Form to the Employer within the time period prescribed by the Employer. Base Contributions to the Plan will recommence as soon as practicable once such Suspension/Recommencement Form has been received and processed by both the Plan Administrator and the Employer.

For greater certainty, no “catch-up” Base Contributions will be made by the Employer in respect of a Participant for any period during which Base Contributions are suspended pursuant to this Section 5.1(b).

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Subject to Section 10.5, all Company Contributions shall be allocated to the Participant’s Company Contributions Account and shall be invested solely in Shares.

In the event that at the time a Suspension/Recommencement Form or a Catch-Up Form is received by the Plan Administrator the Participant is subject to a Blackout Period, the cessation or recommencement of Base Contributions or the implementation of “catch-up” Base Contributions or catch-up Matching Contributions, as the case may be, will not occur until the Participant is no longer subject to a Blackout Period.

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SECTION 6

PARTICIPANT ACCOUNTS

The Plan Administrator shall receive from the Employer and hold on behalf of the Participants, the Participant Contributions made in accordance with Section 4 and the Company Contributions made in accordance with Section 5. Participant Contributions, Company Contributions, and the Shares acquired therewith and any dividends thereon, from the date of receipt by the Plan Administrator, shall be held, invested, managed, administered and dealt with on behalf of the Participants by the Plan Administrator pursuant to the terms of the Plan.

The Plan Administrator shall maintain a Participant Contributions Account and a Company Contributions Account for each Participant.

The Plan Administrator shall credit to each Participant’s Participant Contributions Account his or her Participant Contributions and the Shares purchased therewith along with all dividends received on Shares credited to such Participant’s Participant Contributions Account, and all realized capital gains and capital losses in respect of such Shares for the year.

The Plan Administrator shall credit to each Participant’s Company Contributions Account the Company Contributions made on his or her behalf and the Shares purchased therewith along with all dividends received on Shares credited to such Participant’s Company Contributions Account, and all realized capital gains and capital losses in respect of such Shares for the year.

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SECTION 7

INVESTMENT

Notwithstanding the provisions of Section 7.1, the Plan Administrator, in its discretion, may limit the daily volume of its purchases of Shares or make such purchases over several trading days to the extent that such action is deemed by it to be necessary to avoid disrupting the market price for Shares or is otherwise in the best interests of Participants.

Should Shares be purchased by the Plan Administrator during any given Pay Period at different prices, the Plan Administrator shall establish an average weighted purchase price, for all purchases of Shares during the relevant Pay Period, and such average weighted purchase price shall be used for the allocation of the Shares to applicable Participants during the Pay Period.

All Shares purchased by the Plan Administrator on behalf of Participants pursuant to this Plan shall be held for the benefit of Participants in accordance with the terms hereof. Subject to Section 7.5, all rights and privileges with respect to Shares, including voting rights, shall be exercised by Participants through the Plan Administrator, and all dividends shall be credited to Participants’ Accounts.

At the time of purchase by the Plan Administrator, all Participants shall acquire beneficial ownership of any Shares and of any fractional interest in Shares acquired for their Accounts, notwithstanding that such Shares may be Unvested Shares. Notwithstanding any other provisions of this Plan, no fractional common shares will be withdrawn, transferred outside the Plan or sold through the facilities of the Stock Exchange.

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In the event a cash dividend is paid to holders of Shares, the aggregate amount of the cash dividend paid in respect of Shares held in a Participant’s Account, net of applicable taxes and other transaction costs, shall be applied to purchase Shares for the benefit of the Participant, and Sections 7.2 to 7.4 shall apply to such purchases, mutatis mutandis.

Participant Contributions and Company Contributions made prior to or on the last business day of a Plan Year shall be allocated to Participants’ Accounts in such Plan Year.

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SECTION 8

WITHDRAWALS/SALES OF SHARES

Subject to Section 8.3, upon delivery to the Plan Administrator of a completed Withdrawal/Termination Form, a Participant may direct the Plan Administrator to sell some or all of the Vested Shares in his/her Account(s). Upon such sale the Plan Administrator shall pay to the Participant an amount equal to the net proceeds from the sale of such Shares. Any fees applicable to the sale of Shares shall be paid by the Participant and withheld from settlement of the sale by the Plan Administrator.

Notwithstanding the foregoing, the Plan Administrator will not sell any fraction of a Share pursuant to this Section 8.1. Instead, if a Participant elects to sell a fraction of a Share pursuant to this Section 8.1, the Plan Administrator will pay the Participant an amount equal to such fraction multiplied by the price obtained for his or her whole Shares, less applicable taxes.

Any fees applicable to the sale of Shares shall be paid by the Participant and withheld from settlement of the sale by the Plan Administrator.

Subject to Section 8.3, upon delivery to the Plan Administrator of a completed Withdrawal/Termination Form, a Participant may direct the Plan Administrator to withdraw some or all of the Vested Shares in his/her Account(s). The Plan Administrator shall transfer the Shares that have been withdrawn by transferring Shares to the Participant’s brokerage account, as specified by the Participant in the Withdrawal/Termination Form.

Notwithstanding the foregoing, the Plan Administrator will not transfer or deliver any fraction of a Share pursuant to this Section 8.2. Instead, if a Participant elects to withdraw a fraction of a Share pursuant to this Section 8.2, the Plan Administrator will pay the Participant an amount equal to such fraction multiplied by the most recent closing price of a Share on the Stock Exchange, less applicable taxes.

Any fees applicable to the withdrawal of Shares and the payment in respect of a fractional Share shall be payable by the Participant and withheld from settlement by the Plan Administrator.

A Participant may not direct the Plan Administrator to sell or withdraw any Unvested Shares.

A Participant may not sell or withdraw Vested Shares from the Plan more frequently than two (2) times per Plan Year.

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Shares purchased with Company Contributions and Shares purchased with dividends paid on such Shares (or purchased with dividends paid on Shares purchased with such dividends, and so on), shall become Vested Shares one year following the contribution date or dividend payment date (for example, Shares purchased with Company Contributions on January 1, 2020 shall become Vested Shares on January 1, 2021). Notwithstanding the foregoing or anything to the contrary in Section 9.1, if earlier, Shares shall become Unrestricted Shares on the thirtieth (30^th) day following termination of employment with Cameco and its subsidiaries and affiliates, and upon becoming Unrestricted Shares, such Unrestricted Shares shall be subject to the termination, sale, account closure, distribution and other rules set forth in Section 9.

Any sale, withdrawal or other transfer of Shares pursuant to the Plan may only be made in compliance with applicable securities laws and rules of the applicable Stock Exchange.

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SECTION 9

TERMINATION OF PARTICIPATION

A Participant’s participation in the Plan shall be terminated in the event of one of the following:

Upon receiving notification of a Participant’s resignation, termination of employment from the Employer or the Participant’s death, the Plan Administrator shall close the Participant’s Account in accordance with Section 9.2 or 9.3, as applicable. In addition, any Participant who is employed by an entity that ceases to be an Employer due to a corporate transaction (as set forth in the definition of “Employer”) shall be deemed for all purposes under the Plan to have experienced a termination from employment under Section 9.1(b) above as of the date such entity ceases to be an Employer, and shall be treated in the same manner as any other Participant who is terminated from employment. For the avoidance of doubt, upon a Participant’s termination of employment for any reason, such Participant shall no longer be eligible to make additional Participant Contributions or to receive any additional Company Contributions following such termination.

Upon the termination of a Participant’s participation in the Plan, in accordance with the Participant’s election, as set out in the completed Withdrawal/Termination Form delivered to the Plan Administrator, the Plan Administrator shall:

Where the Participant fails to deliver a completed Withdrawal/Termination Form to the Plan Administrator for all of the Shares within ninety (90) days after the Employer has sent the Participant the notice described in Section 9.5, for those Shares in respect of which a valid election has not been provided, the Participant shall be deemed to have elected to sell all of the Shares in accordance with clause (ii) above, and the Shares shall be sold by the Plan Administrator on the Participant’s behalf and a cheque in the amount of the net proceeds, less applicable taxes, shall be sent to the Participant’s last known address.

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Notwithstanding the foregoing, the Plan Administrator will not transfer, deliver or sell through the facilities of the Stock Exchange any fraction of a Share payable pursuant to this section. Instead, if a fraction of a Share is payable pursuant to this section, the Plan Administrator will pay the Participant an amount equal to such fraction multiplied by:

in either case less applicable taxes.

As soon as all Shares in a Participant’s Account have been transferred or sold and any payment for fractional Shares has been made, the Plan Administrator will close the Participant’s Account.

Upon the death of the Participant, all Unvested Shares shall immediately become Vested Shares.

In respect of the Participant’s Account, upon the Participant’s death, in accordance with Legal Representative’s election, as set out in the completed Withdrawal/ Termination Form delivered to the Plan Administrator, the Plan Administrator shall:

Notwithstanding the foregoing, the Plan Administrator will not transfer, deliver or sell through the facilities of the Stock Exchange any fraction of a Share payable from a Participant’s Account pursuant to this section. Instead, if a fraction of a Share held in a Participant’s Account is payable pursuant to this section, the Plan Administrator will pay to the Participant’s Legal Representatives an amount equal to such fraction multiplied by

in either case less applicable taxes.

As soon as all Shares are transferred or sold and any payment for fractional Shares has been made, the Plan Administrator will close the deceased Participant’s Accounts.

The transfer and delivery of the Shares or payment of the proceeds of sale, as the case may be, and any payment in respect of a fractional Share, less applicable taxes, shall be effected as soon as practicable after the Plan Administrator receives notification of the election or deemed election by the Participant or the Participant’s Legal Representative or beneficiary, as applicable. Any fees applicable to the electronic transfer of Shares, a sale transaction, or payment in respect of a fractional Share, as applicable, will be payable by the Participant, or the Participant’s estate or beneficiary, as applicable, and shall be withheld from settlement by the Plan Administrator.

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The Employer shall send a written letter of confirmation of termination from the Plan to the Participant, or Legal Representative as applicable, as soon as practicable following the Participant’s termination of employment, resignation or retirement or death, as applicable.

A Participant or Legal Representative will not be subject to a Blackout Period at the time Shares are to be sold in accordance with this Section 9. Participants are reminded that under insider trading laws they may not sell Shares while in possession of material information concerning Cameco which has not been publicly disclosed.

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SECTION 10

ADMINISTRATION OF THE PLAN

The Plan Administrator will be responsible for the administration of the Plan in accordance with the terms hereof.

Notwithstanding the foregoing, Cameco will be responsible for the interpretation of the provisions of the Plan. Cameco’s determinations and actions under this Plan are final, conclusive and binding on Participants and all other Persons.

The Plan Administrator will maintain records of the Plan Accounts in the name of each Participant and all transactions with respect to such Plan Accounts, including a record of whole and fractional Shares allocated, the dates of allocation and the price at which such allocations are made, and shall hold, for a period mutually agreed upon by Cameco and the Plan Administrator, all forms of authorization and designation, as specified by Cameco from time to time, submitted by Eligible Employees and Participants.

Cameco may from time to time adopt rules and procedures in respect of the administration of the Plan, provided that all such rules and procedures shall be consistent with the provisions of the Plan as in effect from time to time. Cameco may from time to time alter or amend any such rules or procedures. The rules and procedures shall be binding on all Participants and all other Persons in respect of whom such rules and procedures are applicable.

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Statements are available to Participants through their online account supported by the Plan Administrator. Statements shall contain such information in respect of such Participant’s Accounts as Cameco may determine from time to time or as otherwise may be required by law to the extent applicable to such Participant.

The Plan Administrator shall furnish or cause to be furnished to each Participant who has Shares allocated to the Participant’s Account a copy of all notices sent to shareholders in respect of shareholder meetings at which the Shares are entitled to be voted and shall request from each such Participant instructions as to the voting at such meeting of the aggregate number of the Participant’s whole Shares allocated to the Participant’s Account on the record date for voting purposes of such meeting. If the Participant furnishes such instructions to the Plan Administrator or such third party designated by the Plan Administrator on a timely basis, the Plan Administrator shall vote such number of whole Shares in accordance with the instructions of the Participant. If the Participant fails to furnish timely instructions to the Plan Administrator, the Plan Administrator shall not vote the Participant’s whole Shares. The Plan Administrator shall not vote any fractional Shares allocated to Participant Accounts and shall not vote any Shares not allocated to Participant Accounts as of the record date. The Plan Administrator shall keep confidential the voting instructions of the Participants and shall not disclose the same to Cameco except to the extent required by law.

Each Participant shall provide the Employer and/or the Plan Administrator, as applicable, with all information (including personal information) required by the Employer and/or the Plan Administrator, as applicable, in order to administer to the Plan. Each Participant acknowledges that information required by the Employer and/or Plan Administrator in order to administer the Plan may be disclosed to other third parties (including persons located in jurisdictions other than the Participant’s jurisdiction of residence) or stored in jurisdictions other than the Participant’s jurisdiction of residence in connection with the administration of the Plan. Each Participant consents to such disclosure and authorizes the Employer and/or the Plan Administrator to make such disclosure on the Participant’s behalf and to store such information in such jurisdictions.

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SECTION 11

PLAN AMENDMENT AND TERMINATION

Cameco reserves the right to amend the Plan, in whole or in part, at any time at its sole discretion without the consent of Participants, provided that no such amendment shall have the effect of reducing the number of Shares held in each Participant’s Account as of the date of amendment.

Cameco reserves the right to terminate the Plan at any time, in which event Participants’ rights will be governed by Section 9.2 as if Participants had terminated their participation in the Plan on the date of the termination of the Plan.

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SECTION 12

MARKET FLUCTUATION

Cameco makes no representations or warranties to Participants with respect to the Plan or the Shares whatsoever. Cameco shall not indemnify any Participant under the Plan against loss resulting from fluctuations in the price of Shares. Participants are expressly advised that all Participant Contributions and Company Contributions will be invested in Shares and the value of any Shares held in the Plan will fluctuate as the trading price of the Shares fluctuates.

In participating in the Plan, a Participant agrees to accept all risks associated with a decline in the market price of Shares and all other risks associated with the holding of Shares. No amount will be paid to, or in respect of, a Participant under the Plan to compensate for a downward fluctuation in the market price of Shares, nor will any other form of benefit be conferred upon, or in respect of, a Participant for such purpose. 

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SECTION 13

TAXES

Participants are responsible for taxes incurred due to participation in the Plan.

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SECTION 14

NO TRADING ON UNDISCLOSED INFORMATION

Participants are reminded that Cameco’s Securities Trading and Reporting Standard prohibits them from trading in Shares based upon undisclosed material information respecting Cameco.

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SECTION 15

GENERAL PROVISIONS

Participation in the Plan by any Participant shall be construed as acceptance by the Participant of the terms and conditions of the Plan and all rules and procedures adopted hereunder and as amended from time to time.

Except as may otherwise be specifically provided by applicable law, no right of a person under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge and any attempt by anyone to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void.

If, notwithstanding the foregoing or any other provision of the Plan, a Participant is deprived by applicable law of interests in Shares or ceases to retain beneficial interest in the Shares, then all rights under the Plan will cease forthwith and no further Shares will be allocated under the Plan to that Participant.

Notwithstanding any other provision of the Plan, Cameco may, at its sole discretion, waive any condition of the Plan if specific individual circumstances warrant such waiver.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Cameco Corporation

We consent to the use of our report dated February 7, 2024, on the consolidated financial statements of Cameco Corporation, which comprise the consolidated statements of financial position as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, changes in equity and cash flows for each of the years then ended, and the related notes, and our report dated February 7, 2024 on the effectiveness of internal control over financial reporting as of December 31, 2023, which are incorporated by reference herein in the Registration Statement on Form S-8 dated August 8, 2024 of Cameco Corporation.

/s/ KPMG LLP

Chartered Professional Accountants

August 8, 2024

Saskatoon, Canada