UEC's 3-year stock return of +208.9% outperforms the company-disclosed peer group median by +94.1 percentage points, well above the 50-point threshold needed to trigger a vote against; Adnani serves on two outside public company boards as a sitting CEO which is at the policy limit of two outside seats, and the company has reviewed and approved this arrangement given UEC's ownership stake in Uranium Royalty Corp.; no overboarding, attendance, independence, or family relationship concerns exist.

The TSR trigger does not apply given UEC's strong outperformance versus peers; Abraham serves on three public company boards (UEC, PBF Energy, and Two Harbors) which is within the four-board limit for non-executive directors; he is independent, attended 100% of meetings, and brings deep energy policy and board experience.

Strong TSR outperformance means the performance trigger does not apply; Kong is independent, serves as audit committee chair with a CPA designation satisfying financial expertise requirements, attended 100% of meetings, and has no overboarding, family, or independence concerns.

The TSR trigger does not apply; Della Volpe is independent, serves as compensation committee chair with relevant finance background, attended 100% of meetings, and raises no overboarding, family, or independence concerns.

The TSR trigger does not apply; Ballesta is independent, serves on audit and compensation committees, attended 100% of meetings, and raises no overboarding, family, or independence concerns.

Canty joined in March 2023 — approximately 39 months before this meeting — so she is outside the 24-month new-director exemption but her tenure covers only a portion of the measurement period; the TSR trigger does not apply in any case given strong peer outperformance; she is independent, attended 100% of meetings, and brings strong legal and energy industry experience.