wescast industries inc. RENEWAL ANNUAL INFORMATION FORM For the Year Ended December 30, 2007

wescast industries inc. RENEWAL ANNUAL INFORMATION FORM For the Year Ended December 30, 2007 March 20, 2008 wescast industries inc. Presentation o...
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wescast industries inc.

RENEWAL ANNUAL INFORMATION FORM For the Year Ended December 30, 2007

March 20, 2008

wescast industries inc. Presentation of Information Unless otherwise indicated, all information in this Annual Information Form (“AIF”) is presented as at and for the year ended December 30, 2007 and amounts are expressed in Canadian dollars. Financial information is presented in accordance with Canadian generally accepted accounting principles. Documents Incorporated by Reference The following documents are incorporated by reference into this AIF: (i) Wescast Industries Inc.‟s Management‟s Discussion and Analysis for the year ended December 30, 2007, (ii) Wescast Industries Inc.‟s audited consolidated financial statements and accompanying notes for the year ended December 30, 2007 and (iii) pages 1-4 and 6-34 and 30-34 of the 2007 Annual Report. These documents have been filed with applicable securities regulators in Canada and may be accessed at www.sedar.com. Forward-Looking Statements

The contents of this Annual Information Form contain statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking statements based on certain assumptions. Forward-looking statements are provided for the purpose of providing information about management‟s current expectations and plans relating to the future. Persons reading this Annual Information Form are cautioned that such information may not be appropriate for other purposes. Such forward-looking statements may include financial and other projections as well as statements regarding Wescast‟s future plans, objectives or performance for the current fiscal year and subsequent periods. The words “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “estimate”, “intend”, “plan”, “forecast”, “project” and “believe” or other similar words and phrases are intended to identify forward-looking statements. These statements are not guarantees of future performance and Wescast‟s actual future results or performance may be materially different. This information is based upon certain material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking statements, including our perception of historical trends, current conditions and expected future developments as well as other factors we believe are appropriate in the circumstances. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties principally relate to the risks associated with the automotive industry and include, but are not limited to: our operating and/or financial performance, including the effect of new accounting standards on our reported financial results, fluctuations in interest rates, changes in consumer and business confidence levels, consumers‟ personal debt levels, vehicle prices, the extent and nature of purchasing or leasing incentive campaigns offered by automotive manufacturers, environmental emission regulations, fuel prices and availability, the continuation and extent of outsourcing by automotive manufacturers, changes in raw material and other input costs, our ability to continue to meet customer specifications relating to product performance, cost, quality, delivery and service, industry cyclicality or seasonality, trade and/or labour issues or disruptions, customer pricing pressures, pricing concessions and cost absorptions, actual levels of program production volumes by our customers compared to original expectations, including program cancellations or delays, price reduction pressures, dependence on certain engine programs and the market success and consumer acceptance of the vehicles into which such powertrain products are installed, our relationship with and dependence on certain customers, currency exposure, failures in implementing Wescast‟s strategy, technological developments by Wescast‟s competitors, government and regulatory policies and changes in the competitive environment in which Wescast operates. Wescast does not undertake any obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this Annual Information Form or to reflect the occurrence of unanticipated events, except as required by law.

wescast industries inc. TABLE OF CONTENTS Page Reference Annual Annual Report Information (Incorporated by Form Reference *) CORPORATE STRUCTURE Name and Incorporation Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS DESCRIPTION OF THE BUSINESS General Sales and Marketing Sources, Pricing and Availability of Raw Materials Seasonality Recent Trends in the Automotive Industry Risk Factors Competition Research and Development Activities Economic/Contract Dependence Environmental Human Resources Credit Facilities Principal Properties

DIVIDENDS DESCRIPTION OF CAPITAL STRUCTURE MARKET FOR SECURITIES Trading Price and Volume

4 4 4 4 7 7 9 10 11 11 14 14 15 16 17 18 18 19

30-34

20 20 22 23

Directors – Name, Occupation Committee Memberships Executive Officers

23 24 24 25

TRANSFER AGENT AND REGISTRAR NAMES AND INTERESTS OF EXPERTS CODE OF ETHICS AUDIT COMMITTEE INFORMATION ADDITIONAL INFORMATION

26 27 27 27 29

APPENDIX 1 – AUDIT COMMITTEE CHARTER

30

DIRECTORS AND OFFICERS

1-4

* Reference: Parts of the 2007 Management‟s Discussion & Analysis of Wescast Industries Inc. for the year ended December 30, 2007 (“MD & A”) are incorporated by reference into this Annual Information Form.

wescast industries inc. CORPORATE STRUCTURE Name and Incorporation Pursuant to articles of amalgamation dated October 31, 1994, Wescast Industries Inc. amalgamated with Western Machining Inc. and LFT Investments Ltd. under the Business Corporations Act (Ontario) to form Wescast Industries Inc. References to “Wescast”, the “Company” or “our” in this Annual Information Form (“AIF”) include Wescast Industries Inc. and its subsidiaries. Wescast‟s corporate office is located at 150 Savannah Oaks Drive, Brantford, Ontario, N3T 5L8. Wescast‟s registered office is located at 200 Water Street, Wingham, Ontario, N0G 2W0.

Intercorporate Relationships The following is a list of principal subsidiaries of Wescast Industries Inc. as of December 30, 2007 and their respective jurisdictions of incorporation.

Principal Subsidiaries of Wescast 1102734 Ontario Inc. 1277521 Ontario Inc. Wescast Industries GmbH Wescast U.K. Limited Wescast Japan, K.K. Wescast France SARL Weslin Industries Inc. Wescast Hungary Zrt. Wescast Holdings USA, Inc. Wescast (USA) Inc. United Machining Inc. Wescast Holdings (Barbados) Inc. Wescast (Barbados) Inc. Wescast Industries (China) Co., Ltd.

Jurisdiction of Incorporation Ontario Ontario Germany England Japan France Ontario Hungary Delaware Delaware Michigan Barbados Barbados China

Wescast owns 100% of the outstanding shares of all subsidiaries listed above.

GENERAL DEVELOPMENT OF THE BUSINESS Wescast is the successor to a company founded in 1901. The Company currently operates in the powertrain segment of the automotive industry, where substantially all of its revenues are generated through the sale of exhaust manifolds, turbo charger housings and integrated turbo manifolds. On November 1, 1994, Wescast completed an initial public offering of Class A Subordinate Voting Shares (“Class A Shares”).

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wescast industries inc. In January 1996, Wescast‟s Class A Shares commenced trading on the Toronto Stock Exchange (“TSX”). Since 1998, Wescast has established sales and design centres in Canada, Hungary, the United States, Germany, Japan and China. In addition, the Company has sales and technical design representation in the United Kingdom and France. These initiatives are intended to support the Company‟s present and future customers and to assist in future growth. In 2000, a state of the art casting facility in Wingham, Ontario was successfully launched. Also in 2000, Wescast moved its US joint venture, UMI, into a new expanded production facility to accommodate increased volumes. In 2000, an addition to the Wingham machining facility was completed to accommodate additional machine lines to support new programs. In 2001, Weslin Industries Inc., a joint venture between Wescast and Linamar Corporation, commissioned a state of the art foundry and integrated machining facility. This facility is located in Oroszlany, Hungary. During 2001, Wescast‟s stainless steel facility in Stratford was closed. All costs associated with the shutdown were reflected in the Company‟s 2001 fiscal year. Several of the related manufacturing assets were transferred to other operating facilities. In 2002, Wescast became one of the first foundries to achieve ISO/TS16949 certification. Wescast currently maintains global certification to ISO/TS16949 for all manufacturing facilities, as well as our Corporate Office and Technical Development Centre. This international quality system defines system and process expectations to ensure on-time delivery, cost control and quality assurance. It is recognized and required by all major original equipment manufacturers (“OEMs”). This certification demonstrates Wescast‟s strong commitment to customer requirements, quality performance, and business excellence. Wescast entered the chassis segment of the automotive industry in 2002 with the acquisition of Georgia Ductile Foundries, LLC (renamed Wescast Industries Cordele, LLC, “Cordele”). Cordele was a manufacturer of sand cast iron components primarily for the automotive industry, focusing on suspension and brake components. During 2002, Wescast also completed construction of a new Technical Development Centre and Corporate Office, the Richard W. LeVan Centre. This centre is the home for the corporate support groups including the technical teams which were relocated from various facilities. It consolidated the Company‟s research and development, product design and testing activities in a state-of-the-art facility, and houses a mini-foundry and a machine shop for making prototypes and for advanced engineering projects. The Technical Development Centre supports manufacturing facilities and also provides technical support to other sales and design locations in the United States, Germany, the United Kingdom, France, Japan and China.

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wescast industries inc. A sales and design office located in Yokohama, Japan, opened in late October, 2003. Wescast believes that increasing its presence with full-time local support in that location provides benefits to current and new customers within the Asian market. This office networks with the Company‟s other sales and design centres in North America and Europe and China to design and develop cast products and systems for the powertrain segment. In June 2004, the Company adopted a revised customer-driven global powertrain strategy based on its successful core competency of designing, casting and machining powertrain components. In July 2004, and in light of this revised strategy, the Company announced its decision to exit the chassis business conducted at its Cordele, Georgia operation. The impact of severe downward pressure on market prices and increased offshore competition, combined with the escalation of raw materials costs, and inconsistent operating performance, resulted in the chassis business falling well short of financial performance targets. The Company was not able to secure a buyer for the business. During the first quarter of 2005, the production activities at the Cordele operation were concluded and the business was wound down. In 2006, the facility, property and equipment in Cordele, Georgia were sold. In August 2004, Wescast acquired Linamar Corporation‟s 50% interest in Weslin Industries Inc. (“Weslin”), pursuant to the joint-venture agreement between the parties, to give Wescast 100% ownership. Weslin owns 100% of Wescast Hungary Zrt., which conducts Wescast‟s European powertrain business. In February 2005, the Company took steps to align its global capacity to meet the needs of its customers in the most efficient manner possible and to remain cost competitive. This included restructuring activities that the Company undertook consisting of a foundry capacity optimization plan, which included the closure of the Brantford, Ontario foundry in July 2006. During 2007, the foundry machinery and equipment was disposed of and the Company signed a sale agreement for the sale of the land and building. The Company expects the land and building sale agreement to close during the first half of 2008. In 2005, the Company established a geographic business unit structure in North America and Europe to better meet the needs of its customers and to align resources to enhance operational decision making processes in those regions. In 2006, the Company established a geographic business unit structure in Asia. These business units have full profit and loss and operational accountability, including the management of customer relationships and growth of the Company in their respective regions. The Company opened a sales and engineering office in Shanghai, China in October 2006. Construction of an integrated foundry and machining operation in Wuhan, Hubei Province,

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wescast industries inc. China, which began in the second half of 2006, is substantially complete. The machining operations began limited production during the first quarter of 2007 from a leased facility and the foundry operations have begun production activities in the first quarter of 2008. In early 1998, Wescast acquired a 49% joint venture interest in United Machining Inc. (“UMI”). In the fourth quarter of 2007, the Company acquired all of the net assets of its US based jointly controlled entity, United Machining Inc., for nominal consideration. This acquisition provides the Company with full control over this flexible machining facility. The Company has converted its Stratford, Ontario facility into a development centre that will focus on developing and validating its manufacturing capability for stainless steel exhaust manifolds and turbine housings. For additional information regarding the general development of Wescast‟s business, see pages 1 to 4 and 6 to 34 of the 2007 Annual Report of Wescast Industries Inc., which pages are incorporated herein by reference. DESCRIPTION OF THE BUSINESS General Companies which supply products directly to OEMs and which design, engineer and manufacture such products are generally referred to in the automotive industry as “Tier 1” suppliers. Tier 1 suppliers may be awarded longer term purchase orders by OEMs as a result of their involvement in the development or design of the product with the OEM. Tier 1 suppliers generally have the capability to supply these components on a just-in-time basis which helps the OEMs reduce or better manage inventory levels. As a Tier 1 supplier, Wescast currently designs, casts, machines and assembles high-quality engineered iron products for the automotive industry. The Company‟s resources are strategically located by geographic business unit in North America, Europe and Asia. The Company believes that the combination of its design capability and high-quality manufacturing creates unique value for the customers in the markets that it serves. The Company believes this is the reason that it is the world‟s leading supplier of exhaust manifolds for passenger cars and light truck applications. The exhaust manifold is a critical engine component because its design affects overall engine performance, including fuel efficiency, output horsepower, effectiveness of the catalytic converter, environmental emissions and engine sound volume. The production of cast iron exhaust manifolds is essentially a two-step process consisting of: (1) casting, which is the pouring of molten iron into sand moulds; and (2) machining, which is the finishing of the raw exhaust manifold by milling, drilling, tapping, assembling and testing by highly-automated machines to prepare the exhaust manifold for final assembly on the engine. Wescast‟s exhaust

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wescast industries inc. manifolds, turbo charger housings and integrated turbo manifolds are produced in Wingham, Ontario, Oroszlany, Hungary and Wuhan, China. They are made of ductile iron, compacted graphite iron, and various levels of SiMo ductile iron in order to meet diverse global customer needs. They are machined at the Company‟s facilities in Wingham and Strathroy, Ontario, Sterling Heights, Michigan, Oroszlany, Hungary and Wuhan, China. The manifolds, turbo charger housings and integrated turbo manifolds are designed, engineered and manufactured in close collaboration with the Company‟s customers to meet their performance, quality and pricing requirements. In 2007, Wescast‟s operations were conducted primarily in Canada, the United States and Hungary; however, most of its products were exported to the United States and Europe. For the fiscal year ended December 30, 2007, consolidated sales to the Company‟s three largest customers, General Motors, Ford Motor Company and Chrysler, amounted to 79% of consolidated sales, compared to 82% of consolidated sales in 2006. The North American powertrain segment is focused on the design and manufacturing of exhaust system components primarily for sale to General Motors, Ford Motor Company and Chrysler (“the Detroit Big 3”) as well as Tier 1 customers for car and light truck markets in North America and Europe. The Company‟s powertrain operations in North America are well established and in the fiscal year ended December 30, 2007 represented approximately 75% of consolidated sales compared to 80% in the preceding fiscal year. The European powertrain segment is conducted through the Company‟s subsidiary Wescast Hungary Zrt. The European operation represents a developing business and comprised approximately 25% of the Company‟s consolidated sales in the fiscal year ended December 30, 2007, compared to 20% in 2006. In January 2003, commercial production began and since then, Wescast Hungary has captured 14% of the European exhaust manifold market with a premier customer list that includes Renault, Honeywell TT, BorgWarner TS, Volkswagen, Audi, Ford of Europe, PSA, Sata (Fiat), JCB, BMW (Mini), Mitsubishi Heavy, Iveco, and GM Isuzu (Ispol). Europe represents Wescast‟s best near-term opportunity to expand its customer base, on the basis of the Company‟s ability to design, cast and machine manifolds, integrated turbo manifolds and turbo housings – a distinct strategic advantage in a growing market. The European market also includes a high percentage of diesel engines, which provides another opportunity for growth in sales by the Company of turbo charger housings. The Company expects its market share in Europe to increase in 2008 due to new business contracts expected to launch during the year. Sales in the Asian business unit group in 2007 were insignificant during their start up phase. The Company‟s North American Business Unit has initiated a plan to develop capabilities in the production of turbocharger housings and integrated turbo manifolds. The Company‟s European operation, which already produces these products, is assisting with this endeavour.

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wescast industries inc. The Company expects that high fuel prices and increased emissions regulations will result in an increase in the demand for smaller turbocharged gasoline and diesel engines in North America. Sales and Marketing Wescast sells its products to North American OEMs located in Canada and the US, through our sales personnel located at our U.S. sales office in Michigan. Sales to OEMs in Europe are made through the Company‟s sales office located in Kassel, Germany. Wescast also has sales offices in Canada, Japan and China with sales representation in the United Kingdom and France. The Company typically receives a purchase order to produce a particular product for one or more model years. However, firm orders generally come into existence only when Wescast receives releases from its customers under such purchase orders, authorizing the Company to produce and deliver specific quantities of the product. After a purchase order is received by the Company from an OEM, the actual volume produced under the purchase order in any given year is dependent upon the actual number of engines produced or planned to be produced by the OEM. Actual OEM production levels of a particular engine program may vary significantly from OEM estimates and programs may be delayed or cancelled, often without any compensation to Wescast. The Company has seen a change during the past few years in the sourcing practices of its OEM customers as they relate to the Company‟s products. Historically, a customer awarded the supplier with the commercial production requirements for a product related to a specific engine program. Assuming delivery, quality, and other performance criteria were maintained, the supplier would retain and supply the product over the life of the engine program. However, the Company has experienced significant market-driven downward price pressure from its customer base for several years. This pressure has intensified in recent years as some of these customers react to negative changes in their profitability and market share losses. This pressure has resulted in an increased frequency on the part of the Domestic Big 3 to conduct ongoing market testing; historically, this form of price-driven market testing was done prior to a program entering production or following a major re-design. To date, the Company has had success in retaining its major programs that have been subjected to these market tests. The Company has recently seen price reduction targets established by customers that exceed historic levels. The price targets reflect the impact on market pricing of new global price benchmarks being established by competitors located in low-cost countries. In certain circumstances, the Company may also obtain production programs on a “takeover” basis. These programs are typically already in production at OEM facilities or the facilities of our competitors and, for various reasons, are re-sourced to Wescast.

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wescast industries inc. Sources, Pricing and Availability of Raw Materials The Company‟s production activities and costs are dependent on the price of certain key raw materials and other commodities, including scrap steel, molybdenum („moly”), and electricity. Scrap Steel Pricing In 2007, the scrap steel industry in Ontario experienced a relatively stable year in the marketplace when compared to the volatility and record high prices reached in late 2004. While the Asian region, primarily China, continues to draw upon North America for a large percentage of its scrap steel requirements, the softening in the US steel economy, along with the rising Canadian dollar, led to a relatively stable market in 2007. Industry prices for “factory bundles” averaged $295 USD gross ton for 2007, up 5% from the 2006 industry average. The forecast for 2008 has an average price of $375 USD gross ton, a 25% increase from 2007. Recent strengthening in the US steel sector is the primary driver to this rise in prices over 2007 levels. The factors that mainly influence the cost and supply of foundry scrap steel include: overseas demand, availability of scrap alternatives, increased use of high strength steel, offshore manufacturing and normal market conditions. However, since Ontario is a net exporter of scrap steel, the Company believes that there is not an overall supply risk. The Company obtains the majority of its scrap steel from the two largest scrap processors in Ontario. Molybdenum Pricing The increasing demand for moly, primarily in the stainless steel and chemical industries, has most producers of moly (of which 70% is a by-product of copper) operating at near capacity levels. As a commodity that has no futures market, nor any hedging options, the global demand and supply situation has kept prices well above historical averages. The industry average price for moly in 2007 was at or above the $32 US per pound level in North America. Prices in Europe were slightly above this figure. The forecasted average price for 2008 is above $34 US per pound, up 8% from our 2007 price levels. This forecasted price level for 2008 remains vulnerable to activity in China, both from a supply and demand side. Government intervention in applying export duties and quotas will have a detrimental effect on world prices for moly. China‟s continued strong economic growth is resulting in record levels of demand for moly, primarily from the stainless steel sector. This continues to affect the overall demand. While moly is primarily found in many regions of the world, 3 regions account for over 70 % of the world‟s supply (North America, Chile, China). Our primary moly supplier for our Canadian and Hungarian operations is North America based, with our facility in

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wescast industries inc. China buying from a local source. Our supply agreement ensures the Company of continued supply during a year of allocation by many producers. Electricity Pricing The Company maintains an electricity forecasting model for each facility in Ontario, Canada, which incorporates various operations data to estimate how much electrical energy is required and when it will be used. Energy cost varies on an hourly basis and its variability changes throughout the year. The Ontario provincial government has fixed a portion of the energy price but the balance is exposed to the spot market price. It is estimated that almost 70% of the energy is effectively hedged through provincial government action and the balance is exposed to the market prices. In order to manage this exposure, the Company uses statistical risk management tools to evaluate the risk on the energy costs not covered by any natural legislative hedges and purchases fixed contracts accordingly. Energy delivery costs are regulated by the Ontario Energy Board (OEB). Electricity prices in Hungary and China are set by government ministries and adjusted based on local economic conditions. The difficulty in maintaining current sources for raw materials or energy or to develop alternate sources at competitive prices and quality could adversely affect the Company‟s financial condition and results of operations. Seasonality Historically, Wescast‟s sales and production volumes are generally lower in the months of July and August of each year due to summer shutdowns and model changeovers by the OEMs. Also, production volumes are usually lower during the months of December and January of each year because of the Detroit Big 3 shutdowns associated with the holiday season. Trends in the Automotive Industry The Company believes that the following industry trends are both creating opportunities for, and placing demands on, suppliers such as the Company. Increasing pricing pressure on automotive suppliers Cost has become a key deciding factor by the Detroit Big 3 in sourcing new business to automotive suppliers. This has been caused by the fierce competition among all of them and the extreme financial pressure and loss of market share that the Detroit Big 3 have been experiencing. Increasing price reduction pressures from the Company‟s

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wescast industries inc. customers could reduce profit margins. Historically, the Company has entered into, and will continue to enter into, supply agreements with its customers that provide for, among other things, price concessions over the term of the agreement. In the past, these concessions have been largely offset by cost reductions resulting from product and process improvements. The competitive global automotive industry environment has caused these pricing pressures to intensify. To the extent that these price reductions continue in the future and are not offset through cost reductions, the Company‟s future profit margins may be adversely affected. Evolving role of automotive suppliers with respect to technology and innovation OEMs have placed more and more responsibility for technology and design on Tier 1 suppliers such as Wescast. Suppliers are expected to bring new technology through design, new materials and new processes to help OEMs gain an edge with respect to their competition. Globalization and consolidation of the automotive supply base The Detroit Big 3 are working to reduce the number of suppliers they have, and fewer, larger, competent suppliers with global reach and capabilities will emerge. Tier 1 suppliers such as Wescast are required to have the financial strength, technical capabilities and geographic reach required to support the design, engineering, manufacturing, sales and program support needs of the Detroit Big 3 in many countries. The cost pressure faced by the Detroit Big 3 has resulted in the development by them of global platforms. In order to achieve economies of scale on a worldwide basis, the Detroit Big 3 are increasingly developing vehicles based on common platforms. These “world cars” result in significantly reduced design, development and engineering costs for them and maximize their purchasing power with respect to raw materials required in their production. Wescast believes that its‟ global footprint will serve to support these “world car” platforms. Powertrain technology Certain other trends that impact the Company‟s core manifold business are those inherent to the internal combustion engine in the automotive industry. These include customer requirements for better engine performance, tighter emission regulations, lower cost, better fuel economy, lower weight, higher temperature requirements and increased diesel applications. The Company expects these trends will continue driving current and future engine technology for quite some time.

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wescast industries inc. New engine technologies Wescast continues to monitor new engine technologies, including fuel cell technology, engine designs integrating the exhaust manifold into the cylinder head and hybrid vehicles. Fuel Cell Technology The Company believes that there are currently several barriers to the success of fuel cell technology which include:  the relative cost of the product. The fuel cell stack and hydrocarbon reformer components are very expensive, as high as 4 to10 times the cost of an internal combustion engine;  the costs associated with putting the infrastructure in place to support this technology would be substantial – specifically, the costs to implement or refit existing fuel stations to support hydrogen;  competitive technologies such as the internal combustion engine and hybrid technology (which requires an exhaust manifold) will continue to make improvements with respect to emissions and fuel economy to counter this possible threat and, as well alternative fuels such as ethanol and biodiesel are growing in use very rapidly; and  fuel cell technology will encounter political barriers as a large number of businesses and employment stem from the existence of the internal combustion engine. Integrated Cylinder Heads The use of integrated cylinder heads is being investigated and reviewed by numerous auto makers. They are currently being used in a limited number of vehicles. Wescast believes that future production of manifolds will be impacted in North America where this technology is being pursued. Depending on the vehicle application, integrated cylinder heads may potentially offer less cost, less weight and better exhaust flow, than a typical cast or tubular bolt on manifold to a cylinder head. Integrated cylinder heads also direct exhaust gases into the “V” (on top of the engine block) of turbocharged engines. For those engines with a turbo charger, the turbo is placed in the “V” to increase thermal efficiency and to help with design constraints. As a result, the Company believes that the sale of turbo charger housings will not be adversely affected by integrated cylinder heads.

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wescast industries inc. Hybrid Vehicles The Company believes that hybrid vehicles will continue to grow as a market globally, but it is estimated that their overall impact on the vehicle sales landscape will remain small. Hybrid vehicles continue to use internal combustion engines, and thus require an exhaust manifold. However, hybrid vehicles typically reduce engine sizes to allow room for the battery requirements and hybrid drivetrain. For this reason, most hybrid vehicles are powered by I4 engines that only require one exhaust manifold. Where design options enable it, hybrid vehicles will use two exhaust manifolds with their V6 or V8 engines. Risk Factors See pages 30-34 of the 2007 Annual Report which are incorporated by reference into this Annual Information Form. Competition The exhaust manifold business is highly competitive. The Company believes that the primary elements of this competition are price, quality, performance and service, including delivery time. The worldwide demand for exhaust manifolds is basically satisfied by two distinct types of manifold designs: cast and fabricated. Wescast‟s manifold production is exclusively focused on cast manifolds. A cast manifold is produced using various grades of metal alloys, each with different temperature and performance characteristics, using a green sand mould process. The manufacture of fabricated manifolds involves the bending and welding of steel tubes to meet the shape and style of the product design. In North America, the use of cast iron manifolds has traditionally dominated the marketplace. Cast manifold designs are currently estimated by the Company to represent approximately 72% of the overall demand for manifolds in North America. In other parts of the world cast manifold designs are less dominant. The difference in demand is influenced by customer preferences, historical use and production volume levels. Wescast‟s overall share of the North American exhaust manifold market totaled approximately 51% in the fiscal year 2007 compared to 50% in 2006. The supply base for fabricated manifolds in areas such as Europe, where historically the market comprised a larger number of automakers with smaller individual platform volumes, has evolved to include a larger number of suppliers than is the case in North America. The European market is not dominated by any one supplier. The Company has remained focused on

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wescast industries inc. cast manifold designs primarily because it has been able to demonstrate to the market that by applying its design capabilities it can design and manufacture a cast manifold that meets or improves the performance characteristics offered by a fabricated manifold design, generally at a lower total cost. Wescast believes that its specialization in casting exhaust manifolds has enabled it to become a technological leader in their design and allowed Wescast to capture efficiencies by reducing variation in its manufacturing processes. The Company‟s exhaust manifold design, development, quality and production capabilities have been recognized by its customers on numerous occasions. The Company‟s competitors include U.S. and international suppliers who may enjoy lower labour and other costs and may not be subject to the currency risks that the Company bears. While the Company is the leading producer of cast exhaust manifolds for the North American market, many of its competitors or potential competitors are larger and more diversified and have greater resources than the Company. There can be no assurance that Wescast‟s business will not be adversely affected by increased competition in the market in which it currently operates or in markets in which it will operate in the future, or that the Company will be able to improve or maintain its profit margins on sales to OEMs or their suppliers. Research and Development Activities Wescast spent approximately $7.6 million on research, development and design activities in 2007. The Company‟s objective is to be able to offer its customers the highest quality, technologically advanced products at globally competitive prices. As a result, the Company plans to continue to fund research and development activities so that it may respond with innovative product technology solutions provided through the use of innovative manufacturing techniques. The Company believes that products that are highly engineered generally carry better returns than simple commodity-type products, and that a significant portion of new programs awarded to the Company in recent years have been the result of the Company‟s design and engineering capabilities and product innovation. Wescast believes that its engineering and design capabilities are well suited to meet the changing needs of its current and potential customers. Wescast believes that such customers are faced with, among others, the following specific needs:  the need to reduce engine emission levels and fuel consumption;  the need to deal with higher engine temperatures through new materials;  the need to meet customer-driven demand for high horsepower levels, given the constraints noted above; and

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wescast industries inc.  the potential for an increased use of diesel-powered vehicles in North America to help meet corporate average fuel economy (“CAFE”) levels. The Company‟s engineering and design efforts aimed at developing new higher-temperature alloys, its efforts aimed at integrating the exhaust manifold with other components associated with exhaust gas management, including the catalytic converter, and the further expansion of integrated exhaust manifold-turbocharger designs for diesel engine applications that are already in use in Europe, all support the Company‟s current strategic direction. Economic/Contract Dependence The Company‟s primary North American customer base, the Detroit Big 3, has experienced market share declines in recent years. The Company is targeting strategic international growth to meet the demand requirements in markets outside of North America where the Company believes it can demonstrate that superior performance characteristics can be achieved with cast manifolds, turbo charger housings and integrated turbomanifold designs. The Company‟s top five North American powertrain programs, as currently projected for 2008 based on unit production, are represented by the following customer platforms: OEM GM

Platform/Program 4.8/5.3/6.0/6.2L GEN IV V8

Ford Chrysler Ford

5.4 L 3V V8 3.3/3.8L V6 RS/RT 3.5L 4V V6 D35

GM

3.6L Lambda/Epsilon

Representative Vehicle Applications Silverado, Sierra, Suburban, Yukon, Denali, Escalade F150, F250, Expedition, Navigator Caravan, Town & Country Edge, MKS, MKX, Taurus, Taurus X, CX9 Acadia, Outlook, Enclave, Malibu, Aura, G6

Penetration of non-Detroit 3 customers would assist Wescast with diversifying its sales base and reduce this concentration of risk. Wescast believes that the expansion of the Company‟s global business platform will aid in these diversification efforts.

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wescast industries inc. The Company‟s top five programs in Europe, as currently projected for 2008 based on unit production are represented by the following customer platforms: OEM PSA PSA GM/Fiat PSA Ford

Platform/Program Representative Vehicle Applications Ford (Focus, Fusion), Peugeot (207,307), Citroen (C3 1.4L 2V I4 DV4 C4) Peugeot (206, 307, 1007), Partner, Citroen (C2, C3,C4), 1.6L 4V I4 TUL4 Berlingo Turbo charger for Fiat (Punto), Opel (Corsa), Suzuki 1.3L 4V I4 (WagonR+) Turbo charger for Peugeot (207, Partner), Citroen (C3, 1.6L 4V DV6 C4), Berlingo 4.0L 2V V6 Explorer, Ranger, Sport Trac

The Company believes it could be negatively impacted by government regulations, including U.S. Corporate Average Fuel Economy standards or emissions regulations and Canadian, European, Asian and U.S. federal, provincial, state and local environmental laws and regulations that have an adverse impact on the automotive industry. New product research at Wescast is focused on innovations that will allow the Company to take advantage of any such changes. Environmental Wescast believes it has established and maintains sound environmental practices. The ISO 14001 Environmental Management System International Standard is now integrated into the culture of Wescast. The most significant benefit from implementing ISO 14001 is the ability to demonstrate, through third party verification, Wescast‟s degree of success in continuous environmental improvement, prevention of pollution and compliance with all environmental laws. The Company monitors and controls the impact of all production processes, and has developed policies with the objective of assuring a safe and healthy environment for its employees and communities. For example, Wescast has indoor air and noise monitoring programs in place at all facilities to ensure employee protection and shares those results with employees through its intranet site. External stack emissions are regulated by the Ontario Ministry of Environment and Wescast‟s ventilation systems have been designed to maintain external emissions below regulated limits. Wescast demonstrates ongoing compliance with external emissions through annual reports to the Ministry of Environment. Wescast strives to reduce water usage wherever possible through maintaining and optimizing equipment. Storm water that leaves Wescast sites is also monitored. The Company strives to recycle materials wherever possible. In order to be environmentally conscious and help offset rising raw material costs, metal chips from our machining facilities

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wescast industries inc. are re-melted in our foundry operations. Wescast recycles or reuses almost 100% of the spent foundry materials either in-house or off-site. Internal environmental compliance audits are performed each year. The Environmental Management System is audited by both internal resources and Wescast‟s external registrar once per year. Annually, Wescast‟s executive leadership team reviews the environmental performance of the Company and develops or refines future environmental objectives. Through the Company‟s standardized environmental key performance indicators at all of its facilities, it monitors opportunities to maximize recycling opportunities, reduce waste, and encourage the sharing of best management practices. Ongoing continuous improvement initiatives provide opportunities for energy efficiency, raw material usage and other environmental aspects and impacts. Wescast believes that existing environmental laws and regulations have not had a significant material effect on Wescast‟s operations or financial condition. Wescast intends to continue environmental monitoring and measurement and maintaining emission control equipment, as well as making capital improvements related to environmental practice. Human Resources As at December 30, 2007, the Company had approximately 1,900 employees worldwide, working mainly in Canada, Hungary, and Asia. The Company‟s manufacturing employees have specialized manufacturing process and tooling design expertise. The engineering and design staff have specialized manifold design, analysis and testing expertise, and the research group has proprietary materials knowledge, process and product knowledge. A collective labour agreement in place at two of the Company‟s production facilities in Canada will expire in 2008. An inability to negotiate and secure a new collective agreement may negatively impact the company‟s ability to fulfill its obligations to its customers. Credit Facilities The Company has in place a $29.1 million committed credit facility. During 2007 the Company amended its credit agreement to reduce the revolving total commitment under the credit facility from $90 million to $65 million, resulting in commitment fee savings on the unutilized portion of the facility. On February 29, 2008, there was a further amendment to reduce the revolving total commitment to $29.1 million. The facility expires on March 31, 2008. The Company is currently negotiating an amended and restated credit agreement with a one year term with one of the current lenders. The amended facility features a springing security clause, which requires the Company to provide security to the lenders if certain financial ratios are not maintained. The springing

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wescast industries inc. security would consist of a security interest in all of the personal property of the Company and certain material subsidiaries. At December 30, 2007 the springing security clause had not been triggered based on the Company‟s financial ratios. Draws under the credit facility are available as selected by the Company by way of: i) prime loans; ii) U.S. base rate loans; iii) LIBOR loans; iv) bankers‟ acceptances; and v) letters of credit or letters of guarantee, bearing interest at applicable interest margin depending on the Company‟s funded debt to EBITDA position. In addition, the Company pays a commitment fee on the undrawn portion of the facility. The commitment fee is also dependent on the funded debt to EBITDA ratio. The credit agreement contains a number of covenants including three financial covenants: (i) maximum funded debt to EBITDA; (ii) minimum EBITDA interest coverage; and, (iii) maximum funded debt to total capital, each as defined in the credit agreement. These covenants are measured quarterly. Based on drawings under the facility and certain financial ratios as of December 30, 2007, the Company had $61.6 million of unused and available credit under the credit facility to fund operating needs and growth initiatives, if required. As a result of the reduction in the total commitment under the credit facility, the Company had approximately $25.7 million of unused and available credit at February 29, 2008. Principal Properties The Company‟s principal facilities as at December 30, 2007 are listed below: Canada 200 Water Street, Wingham, Ontario R.R.#4, Wingham, Ontario 100 Water Street ,Wingham, Ontario 28648 Centre Road, Strathroy, Ontario 130 Wright Blvd., Stratford, Ontario 150 Savannah Oaks Drive Brantford, Ontario

160,000 square foot owned facility; used to cast exhaust manifolds 125,600 square foot owned facility; used to cast exhaust manifolds 121,400 square foot owned facility; used to machine exhaust manifolds 121,000 square foot owned facility; used to machine exhaust manifolds 79,400 square foot owned facility; used to develop stainless steel production capability 78,000 square foot owned facility, used to house the design and corporate support group. It houses a mini-foundry and machine shop. Hungary

2840 Oroszlany, Szent Borbala u. 16

225,000 square foot owned facility; used to cast and machine exhaust manifolds, turbo charger housings and integrated turbomanifolds

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wescast industries inc. United States 6300 – 18 ½ Mile Rd Sterling Heights, Michigan

80,000 square foot leased facility; used to machine exhaust manifolds China

51MD Quanli 5 Road Zhushanhu Avenue Wuhan Economic Technological Development Zone, Hubei, China

161,400 square foot facility used to cast and machine exhaust manifolds, turbo charger housings and integrated turbomanifolds

Wescast currently operates its manufacturing facilities on a multi-shift basis. As disclosed above, the Company closed the Brantford casting facility in July 2006. The Company expects the land and building sale agreement for the Brantford facility to close during the first half of 2008. DIVIDENDS Wescast started paying cash dividends on its Class A Shares and Class B Common Shares on a quarterly basis in 1995. The following table outlines the amount of cash dividends declared and paid per share for the Class A Shares and Class B Common Shares for each of the three most recently completed financial years. Dividends Paid 2007 2006 2005

Total for the Year (Canadian $) $0.24 $0.24 $0.24

In light of the difficult automotive market conditions that the Company continues to face, the Company‟s Board of Directors decided to suspend the payment of dividends on February 26, 2008. The Board of Directors will review the Company‟s dividend payment policy on a periodic basis. DESCRIPTION OF CAPITAL STRUCTURE Authorized Capital The classes and maximum number of shares that the Company is authorized to issue are: (i) an unlimited number of preference shares, issuable in series (the “Preference Shares”); (ii) an unlimited number of Class A subordinate, voting shares, no par value (“Class A shares”); and

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wescast industries inc. (iii)

9,000,000 Class B Common Shares, no par value (“Class B shares”).

There are no Preference Shares currently issued and outstanding. As of March 20, 2008, there are 5,763,074 Class A shares and 7,376,607 Class B shares issued and outstanding. Dividends The holders of Class A Shares and Class B Common Shares are entitled to receive dividends and the Company shall pay dividends, as and when declared by the Board of Directors. All dividends declared on both the Class A Shares and Class B Common Shares shall be paid in equal amounts per share and at the same time. The Preference Shares are entitled to priority over the Class A Shares and Class B Common Shares of the Company and over any other shares of any other class of the Company ranking junior to the Preference Shares with respect to priority in the payment of dividends and the return of capital and the distribution of assets in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs. Dissolution In the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, or any other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, subject to the prior rights of the holders of any shares ranking senior to the Class A Shares and Class B Common Shares with respect to priority in the distribution of assets upon liquidation, dissolution or winding-up, the holders of the Class A Shares and Class B Common Shares then outstanding shall be entitled to receive the remaining property and assets of the Company in equal amounts per share and at the same time. Voting Rights The holders of the Class A Shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and have one vote for each Class A Share held at all meetings of the shareholders of the Company, except for meetings at which only holders of another specified class or series of shares of the Company are entitled to vote separately as a class. The holders of the Class A Shares are entitled, voting separately as a class, to elect two directors at each annual meeting of the shareholders of the Company. The holders of the Class B Common Shares are entitled to receive notice of and to attend all meetings of the shareholders of the Company and have five votes for each Class B Common Share held at all meetings of the shareholders of the Company, except for meetings at which

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wescast industries inc. only holders of another specified class or series of shares of the Company are entitled to vote separately as a class or series. 13.5% of the aggregate voting rights attached to the Company‟s securities are represented by Class A Shares as of December 30, 2007. Any holders of Preference Shares as a class shall not be entitled to receive notice of, to attend or to vote at any meeting of the shareholders of the Company. Conversion Rights The Class B Common Shares may be converted at any time by the holder or holders into fullypaid Class A Shares of the Company on the basis of one Class A Share for each Class B Common Share held, provided, that in the event of liquidation, dissolution or winding-up of the Company, such right of conversion shall cease and expire on the date of such liquidation, dissolution or winding-up. Takeover Bid Protection The Company and the holders of Class B Common Shares entered into an agreement on November 1, 1994 (as amended by agreement dated January 1, 1996, the “Coattail Agreement”) with a trustee (the “Coattail Trustee”) in order to provide the holders of Class A Shares with specified rights in the event that a takeover bid (as defined under Ontario securities law) having certain characteristics is made for the Class B Common Shares. A takeover bid is generally defined under Ontario securities laws as an offer to acquire outstanding equity or voting shares by an offeror who, after the bid, would own more than 20% of the shares of the class which is the subject of the bid. Under securities law applicable in Canada, and apart from the Coattail Agreement, an offer to purchase Class B Common Shares would not necessarily require that an offer be made to purchase Class A Shares. MARKET FOR SECURITIES Trading Price and Volume The Class A Shares are listed and posted for trading on the TSX under the trading symbol WCS.A. The Class B Common Shares are not listed on a stock exchange.

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wescast industries inc. The following table sets forth the reported high and low prices and trading volumes of the Class A Shares of Wescast on the TSX for the periods indicated. Common Shares (WCS.A) High ($) Low ($) 10.24 8.75 12.50 10.02 13.70 11.65 14.98 12.45 15.76 14.25 16.49 15.01 18.80 15.25 17.47 13.63 13.69 12.30 13.79 12.00 14.59 13.50 14.96 11.35

Month 2007/December 2007/November 2007/October 2007/September 2007/August 2007/July 2007/June 2007/May 2007/April 2007/March 2007/February 2007/January

Volume Traded 725,667 131,298 263,765 21,188 73,093 27,651 81,187 404,837 214,085 288,572 110,318 326,915

DIRECTORS AND OFFICERS Directors The following table sets out the directors of Wescast as at March 20, 2008 and, for each director, his or her province or state and country of residence, principal occupation during the 5 preceding years and the period each director has served as a director. All directors are elected on an annual basis at the Annual General Meeting. Name and Province/State and Country of Residence Edward G. Frackowiak Ontario, Canada

William R. LeVan (2) (3) Ontario, Canada

(4)

Director Since

Position

Principal Occupation During the Five Preceding Years

1992

Chairman and Chief Executive Officer and Director

Chairman & CEO of the Company since 2004. Executive Chairman of the Company from 2003 to 2004. Prior to that, Mr. Frackowiak was Vice President and General Counsel/Canada of First American Title Insurance Company (title insurance company).

1991

Director

Vice President, Technology of the Company until January 13, 2004. Prior to that, Mr. LeVan was Vice President, Manufacturing of the Company from 1997 to 2000.

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wescast industries inc. Name and Province/State and Country of Residence

Director Since

Position

Principal Occupation During the Five Preceding Years

J. Dwane Baumgardner (3)(6) Michigan, United States

1998

Director

Retired Vice Chairman and President, Magna Donnelly Corporation (automotive parts supplier).

Hugh W. Sloan Jr. (1) (2) (7) Michigan, United States Lead Independent Director

1998

Director

Deputy Chairman of the Board of Directors of Woodbridge Foam Corporation (automotive parts supplier) since 1998. Prior to that, Mr. Sloan was President of the Woodbridge Automotive Group (automotive parts supplier).

Robert A. Canuel (3) Ontario, Canada

2003

Director

Vice President Human Resources of Hallmark Canada (a manufacturer/ distributor of social expression products).

Mary Theresa McLeod (1) (2) Ontario, Canada

2003

Director

Ms. McLeod has held senior investment banking positions with Scotia McLeod, Inc., Merrill Lynch Canada Inc., and Pitfield, MacKay, Ross & Company Ltd. She was also a part-time member and a director of the Ontario Securities Commission.

James R. Barton (1) (3) Ontario, Canada

2004

Director

Retired Chief Operating Officer, Dupont Canada Inc. (a diversified science company serving the agricultural, electronic, communications, safety and protection markets).

Gerald A. Hooper (1) (5) Ontario, Canada

2006

Director

Chairman of The Economical Insurance Group. From 2003 to 2005, Mr. Hooper was Executive Vice President of Maple Leaf Foods (a global food processing company) and prior to 2003, Executive Vice President and Chief Financial Officer of Schneider Corporation.

Richard E. Legate(8) Ontario, Canada

2008

Chief Operating Chief Operating Officer of the Company Officer and since January 2008. Prior to that, Mr. Director Legate was Vice President Automotive Products at Dofasco Tubular Product Inc., (2006-2008). From 2001 to 2005 he was President and CEO of Tiercon Holdings

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wescast industries inc. Name and Province/State and Country of Residence

Director Since

Position

Principal Occupation During the Five Preceding Years Limited.

(1)

Member of the Audit Committee. Member of the Nominating and Corporate Governance Committee. (3) Member of the Human Resources Committee. (4) Mr. Frackowiak attends all committee meetings at the invitation of each committee. (5) Mr. Hooper is Chair of the Audit Committee. (6) Mr. Baumgardner is Chair of the Human Resources Committee. (7) Mr. Sloan is Chair of the Nominating and Corporate Governance Committee. (8) Mr. Legate joined Wescast as Chief Operating Officer on January 21, 2008 and was appointed a Director of the Corporation on January 25, 2008. (2)

Officers The executive officers of Wescast as at March 20, 2008 were as follows: Name and Province/State and Country of Residence Edward G. Frackowiak Ontario, Canada

Position

Principal Occupation During the Five Preceding Years

Chairman and Chief Executive Officer

Chairman and CEO of the Company since May 2004. Executive Chairman of the Company from May 2003 to May 2004. Prior to that, Mr. Frackowiak was Vice President and General Counsel/Canada of First American Title Insurance Company (title insurance company).

Richard E. Legate Ontario, Canada

Chief Operating Officer

Edward Kent Harris Ontario, Canada

Chief Financial Officer

Chief Operating Officer of the Company since January 2008. Prior to that, Mr. Legate was Vice President Automotive Products at Dofasco Tubular Product Inc., (2006-2008). From 2001 to 2005 he was President and CEO of Tiercon Holdings Limited. Chief Financial Officer of the Company since February 2008. Prior to that, Mr. Harris held various positions with Magna International since 1999. Most recently, he was Vice President Finance at Magna Interiors from 2006 – 2008. Vice President, Sales and Marketing of the Company.

Paul A. Lawrence Ontario, Canada

Vice President, Sales and Marketing

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wescast industries inc. Name and Province/State and Country of Residence Larry D. Cerson Ontario, Canada

James W. McNaughton Ontario, Canada

Alan V. Blignaut Ontario Canada

Position

Principal Occupation During the Five Preceding Years

Vice President, Manufacturing

Vice President, Manufacturing of the Company since July 2004. Prior to that Mr. Cerson held the position of Director, New Products of the Company from 2001. Prior to that, he was the General Manager, Weslin Hungary Autoipari Rt.

Vice President, Strategic Development

Vice President, Strategic Development of the Company since October 2005. Prior to that Mr. McNaughton was Director of Corporate Development of the Company.

Vice President, Human Resources

Vice President, Human Resources of the Company since July, 2006. Prior to that Mr. Blignaut held Director, Human Resource positions with Maple Leaf Foods (2006) and Apotex Inc. (2003 2005). From 1998 until 2003 he held Senior Human Resource roles with Cognis Gmbh.

The number and percentage of securities of each class of voting securities of the Company beneficially owned, directly or indirectly, or over which control or direction was exercised, by all directors and officers of the Company as a group, was 16,524 shares or 0.3% of the Class A Shares as at March 20, 2008. INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS In 2007, the Corporation paid freight and logistics charges of $5.5 million to Wingex Limited, 30% of whose shares are owned by RyVan Inc., a holding company which is beneficially owned as to 25% by each of the four LeVan children (including Mr. William R. LeVan, a director of the Corporation). Mr. Edward G. Frackowiak, the Chairman and Chief Executive Officer of the Company is married to one of the LeVan children. RyVan Inc.'s offices are located in Brantford, Ontario. These transactions were measured at the exchange amount. TRANSFER AGENT AND REGISTRAR The registrar and transfer agent for the Company‟s Class A shareholders is Computershare Investor Services Inc. The register of the Class A Shares is maintained at Computershare‟s office in Toronto (100 University Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1).

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wescast industries inc. INTERESTS OF EXPERTS The Company‟s auditors are Deloitte & Touche LLP, 4210 King Street East, Kitchener, Ontario, N2P 2G5. The Company‟s consolidated financial statements as at December 30, 2007 have been filed under National Instrument 51-102 in reliance on the report of Deloitte & Touche LLP, independent chartered accountants, given on their authority as experts in auditing and accounting. CODE OF ETHICS The Company has established a Code of Business Conduct applicable to all employees, officers and directors. The Code of Business Conduct is available without charge by contacting the Corporate Secretary at 150 Savannah Oaks Drive, Brantford, Ontario, N3T 5L8, or by email to [email protected]. AUDIT COMMITTEE INFORMATION Composition of the Audit Committee The Audit Committee of the Company is currently composed of the following four members: Gerald A. Hooper, Hugh W. Sloan, Jr., Mary Theresa McLeod, and James R. Barton. The responsibilities and duties of the Committee are set out in the Committee‟s charter, the text of which is set forth in Appendix I to this Renewal Annual Information Form. Financial Literacy The Board of Directors believes that the composition of the Audit Committee reflects an appropriate level of financial literacy and expertise. Each member of the Audit Committee has been determined by the Board to be “independent” and “financially literate” as such terms are defined under Multilateral Instrument 52-110 Audit Committees. Mr. Hooper has over 30 years of financial experience. He is a Chartered Accountant and member of the Institute of Chartered Accountants of Ontario and was a partner with KPMG‟s predecessor, Thorne Riddell. He was a financial executive for many years, and recently retired as Executive Vice President, Maple Leaf Foods. Mr. Hooper is also a past lecturer in advanced accounting at Wilfrid Laurier University. Mr. Sloan joined the Woodbridge Group of companies in 1985 and currently serves as Deputy Chairman of the Board of Directors of Woodbridge Foam Corporation. He is also a director of Manulife Financial Corporation.

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wescast industries inc. Ms. McLeod is a Chartered Financial Analyst and earned her MBA from the University of Western Ontario. She has 20 years experience as an investment banker with three major Canadian investment dealers and was a Managing Director or equivalent for 15 of those years. She has spent several years as a corporate director, primarily since 1997, as a member of audit committees. Mr. Barton joined DuPont Canada Inc. in 1970 and retired in 2004 as Chief Operating Officer with accountability for the performance of the company in all aspects including the preparation and evaluation of financial statements. He was also a member of DuPont‟s corporate pension management team. Auditors’ Service Fees Deloitte & Touche LLP has been the Company‟s auditor since February 26, 2003. The approximate fees billed for professional services rendered by Deloitte & Touche LLP, Wescast‟s principal auditor for the years ended December 30, 2007, and December 31, 2006 are set out below:

Audit Fees (1) Audit Related Fees (2) Tax Fees (3) All Other Fees Total (1)

(2)

(3)

Fees billed by Deloitte & Touche LLP in 2007 ($) 345,096 339,332 82,789 767,217

Fees billed by Deloitte & Touche LLP in 2006 ($) 236,900 10,800 330,500 80,500 658,700

For the audit of Wescast‟s annual financial statements and services normally provided by the principal auditor in connection with Wescast‟s statutory and regulatory filings. For assurance and related services that are reasonably related to the performance of the audit and are not reported under Audit Fees in (1), including accounting consultations and various agreed upon procedures. For tax compliance, advice, planning and return preparation and for services related to the submission and receipt of investment tax credits earned from Scientific Research and Experimental Development (SR&ED) qualified expenditures. These fees include administration charges and out-of-pocket costs.

Audit Committee – Pre-Approval Policies and Procedures The Company‟s Audit Committee is responsible for overseeing the work of the independent auditors and considering whether the provision of services, other than audit services, is compatible with maintaining the auditors‟ independence. The Company has adopted a policy regarding the Audit Committee‟s pre-approval of all audit and permissible non-audit services provided by the independent auditors. The Committee determines, at least once a year, which audit services, audit-related services, tax services and other permissible non-audit services to pre-approve and creates a list of such pre-approved services, some with pre-approved fee thresholds.

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wescast industries inc. At each regularly scheduled Audit Committee meeting, senior management provides the Audit Committee with the following:  A report summarizing the services, or grouping of related services, including fees, provided by the independent auditor; and  An updated projection for the current fiscal year, presented in a manner consistent with the proxy disclosure requirements, of the estimated annual fees to be paid to the independent auditor. All fees paid to Wescast's external auditors in 2007 were approved by Wescast's Audit Committee. ADDITIONAL INFORMATION Additional information about Wescast is available on the Company‟s web site at www.wescast.com, and on SEDAR (System for Electronic Document Analysis and Retrieval) at www.sedar.com. Additional information, including information concerning directors‟ and executive officers‟ remuneration and indebtedness, principal holders of the Company‟s securities and securities authorized for issuance under equity compensation plans where applicable, is contained in the Company‟s Management Proxy Circular dated March 20, 2008, for the Annual Meeting of Shareholders for the year ended December 30, 2007. Additional financial information is provided in the Company‟s comparative audited consolidated financial statements and Management‟s Discussion and Analysis in the 2007 Annual Report of Wescast for its fiscal year ended December 30, 2007. Copies of the Annual Information Form, as well as copies of the 2007 Annual Report of Wescast for the year ended December 30, 2007 and Proxy Circular dated March 20, 2008 may be obtained from: Wescast Industries Inc. Corporate Secretary 150 Savannah Oaks Drive Brantford Ontario Canada N3T 5L8 Telephone: 519-750-0000 Fax: 519-720-1629 Email: [email protected]

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wescast industries inc. Appendix I

AUDIT COMMITTEE CHARTER By appropriate resolution of the Board of Directors of Wescast Industries Inc. (the “Board”), the Audit Committee (the “Committee”) has been established as a standing committee of the Board with the terms of reference set forth below. Unless the context requires otherwise, the term “Company” refers to Wescast Industries Inc. and its subsidiaries and the term “internal auditor” refers to the Director of Audit Services of the Company.

1.

PURPOSE

1.1 The Committee's purpose is to: (a)

(b)

2.

assist Board oversight of: (i)

the integrity of the Company‟s financial statements, Management‟s Discussion and Analysis of Operating Performance (“MD&A”) and other financial reporting;

(ii)

the Company‟s compliance with legal and regulatory requirements;

(iii)

the external auditor's qualifications, independence and performance;

(iv)

the performance of the Company‟s internal audit function and internal auditor;

(v)

the communication among the external auditor, the internal auditor, management and the Board;

(vi)

the review and approval of any related party transactions; and

(vii)

any other matters as defined by the Board; and

prepare and/or approve any report that is required by law or regulation to be included in any of the Company‟s public disclosure documents relating to the Committee.

COMMITTEE MEMBERSHIP

2.1 Number of Members – The Committee shall consist of not fewer than three members. 2.2 Independence of Members – Each member of the Committee shall: (a)

be a member of the Board;

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wescast industries inc. (b)

not be an officer or employee of the Company or any of its affiliates;

(c)

satisfy the independence requirements applicable to members of audit committees under Multilateral Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“MI 52-110”), and other applicable laws and regulations; and

(d)

not have participated in the preparation of the financial statements of the Company or any current subsidiary at any time during the past three years.

2.3 Financial Literacy – Each member of the Committee shall satisfy the financial literacy requirements or definitions applicable to members of audit committees under MI 52-110 and other applicable laws and regulations. 2.4 Annual Appointment of Members - The Committee and its Chair shall be appointed annually by the Board and each member of the Committee shall serve at the pleasure of the Board until he or she resigns, is removed or ceases to be a Director of the Company. 3.

COMMITTEE MEETINGS

3.1 Time and Place of Meetings - The time and place of the meetings of the Committee and the calling of meetings and the procedure in all things at such meetings shall be determined by the Committee; provided, however, that the Committee shall meet at least quarterly, a majority of the members of the Committee shall constitute a quorum, and the Committee shall maintain minutes or other records of its meetings and activities. 3.2 In Camera Meetings - As part of each quarterly meeting of the Committee, and at such other times as the Committee deems appropriate, the Committee shall meet separately with each of the persons set forth below to discuss and review specific issues as appropriate:

4.

(a)

management;

(b)

the external auditor; and

(c)

the internal auditor.

COMMITTEE AUTHORITY AND RESOURCES

4.1 Direct Channels of Communication - The Committee shall have direct channels of communication with the Company‟s internal and external auditors to discuss and review specific issues as appropriate. 4.2 Retaining and Compensating Advisors – The Committee, or any member of the Committee with the approval of the Committee, may retain at the expense of the Company such

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wescast industries inc. independent legal, accounting (other than the external auditor) or other advisors on such terms as the Committee may consider appropriate and shall not be required to obtain the approval of the Board in order to retain or compensate any such advisors. 4.3 Funding – The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation of the external auditor and any advisor retained by the Committee under Section 4.2 of this Charter and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. 4.4 Investigations – The Committee shall have unrestricted access to Company personnel and documents and shall be provided with the resources necessary to carry out its responsibilities. 5.

REMUNERATION OF COMMITTEE MEMBERS

5.1 Director Fees Only - No member of the Committee may accept, directly or indirectly, fees from the Company or any of its subsidiaries other than remuneration for acting as a member of the Committee, the Board, any other committee of the Board or a part-time chair or vice-chair of the Board or any committee of the Board. 5.2 Other Payments - For greater certainty, no member of the Committee shall accept any consulting, advisory or other compensatory fee from the Company (other than the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation for prior service within the Company if the compensation is not contingent in any way on continued service). For purposes of Section 5.1, the indirect acceptance by a member of the Committee of any fee includes acceptance of a fee by an individual‟s spouse, minor child or stepchild, or child or stepchild who shares the individual‟s home, or if the member is a partner of, member of, an officer such as a managing director occupying a comparable position or executive officer of, or a person who occupies a similar position with, an entity that provides accounting, consulting, legal, investment banking or financial advisory services to the Company or any of its subsidiaries, other than limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity. 6.

DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

6.1 Overview - The Committee‟s principal responsibility is one of oversight. The Company‟s management is responsible for preparing the Company‟s financial statements and the external auditor is responsible for auditing those financial statements. The Committee‟s specific duties and responsibilities are as follows: (a) Financial and Related Information -

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wescast industries inc.

(b)

(i)

Annual Financial Statements - The Committee shall review and discuss with management and the external auditor the Company‟s annual financial statements, related MD&A and related earnings press release and report thereon to the Board before the Board approves such statements and MD&A;

(ii)

Interim Financial Statements – The Committee shall review and discuss with management and the external auditor the Company‟s interim financial statements, related MD&A and related earnings press release and report thereon to the Board before the Board approves such statements and MD&A;

(iii)

Prospectuses and Other Documents - The Committee shall review and discuss with management and the external auditor the financial information, financial statements and related MD&A appearing in any prospectus, annual report, annual information form, management information circular or any other public disclosure document prior to its public release or filing and, if requested by the Board, report thereon to the Board;

(iv)

Accounting Treatment - The adequacy of the Company‟s internal controls and any special audit steps adopted in light of control deficiencies.

(v)

Disclosure of Other Financial Information – The Committee shall satisfy itself that adequate procedures are in place for the review of the Company‟s disclosure of financial information extracted or derived from the Company‟s financial statements, other than the Company‟s financial statements, MD&A and earnings press releases, and shall periodically assess the adequacy of those procedures.

External Auditor (i)

Authority with Respect to External Auditor - As representative of the Company‟s shareholders and as a committee of the Board, the Committee shall be directly responsible for the appointment, compensation, retention, termination and oversight of the work of the external auditor (including, without limitation, resolution of disagreements between management and the auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. In this capacity, the Committee shall have sole authority for recommending to the Board the person to be proposed to the Company‟s shareholders

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wescast industries inc. for appointment as external auditor, whether at any time the incumbent external auditor should be removed from office, and the compensation of the external auditor. The Committee shall require the external auditor to confirm in an engagement letter to the Committee each year that the external auditor is accountable to the Board and the Committee as representatives of shareholders and that it will report directly to the Committee. (ii)

Approval of Audit Plan - The Committee shall approve, prior to the external auditor‟s audit, the external auditor‟s audit plan (including, without limitation, staffing), the scope of the external auditor‟s review and all related fees.

(iii)

Independence The Committee shall satisfy itself as to the independence of the external auditor. As part of this process:

(iv)

(c)

(A)

The Committee shall require the external auditor to submit on a periodic basis to the Committee a formal written statement confirming its independence under applicable laws and regulations and delineating all relationships between the auditor and the Company.

(B)

In accordance with applicable laws and regulations, the Committee shall pre-approve any non-audit services (including, without limitation, fees therefor) provided to the Company or its subsidiaries by the external auditor or any auditor of any such subsidiary and shall consider whether these services are compatible with the external auditor‟s independence. The Chair may approve additional non-audit services that arise between Committee meetings, provided that the chair reports any such approvals to the Committee at the next scheduled meeting.

(C)

The Committee shall establish a policy setting out the restrictions on the Company hiring employees and former employees of the Company‟s external auditor or former external auditor.

Regulatory Matters - The Committee shall discuss with the external auditor the matters required to be discussed by Statement on Auditing Standards No. 61 and Section 5741 of the CICA Handbook – Assurance relating to the conduct of the audit.

Internal Audit Function - Controls –

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wescast industries inc.

(d)

(i)

Regular Reporting - The internal auditor shall report quarterly to the Committee.

(ii)

Oversight of Internal Controls - The Committee shall oversee management‟s design and implementation of and reporting on the Company‟s internal controls and review the adequacy and effectiveness of management‟s financial information systems and internal controls. The Committee shall annually review and approve the mandate, plan, budget and staffing of the internal audit department. The Committee shall direct management to make any changes it deems advisable in respect of the internal audit function.

(iii)

Review of Audit Problems - The Committee shall review with the internal auditor: any problem or difficulties the internal auditor may have encountered; and any significant reports to management prepared by the internal auditing department and management‟s responses thereto.

(iv)

Review of Internal Auditor - The Committee shall review the appointment, performance and replacement of the senior internal auditing executives and the activities, organization structure and qualifications of the persons responsible for the internal audit function.

Whistle Blowing - The Committee shall establish procedures for: (i)

the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

(ii)

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

(e)

Related Party Transactions – The Committee shall review and approve any transaction between the Company and a related party and any transaction involving the Company and another party in which the parties‟ relationship could enable the negotiation of terms on other than an independent, arms‟ length basis.

(f)

Liaison – The Committee shall review and ensure that appropriate liaison and co-operation exist between the external auditor and the internal auditor and provide a direct channel of communication between the external and internal auditors and the Committee.

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wescast industries inc.

7.

(g)

Public Reports - The Committee shall prepare and/or approve any report that is required by law or regulation to be included in any of the Company‟s public disclosure documents relating to the Committee.

(h)

Other Matters – The Committee may, in addition to the foregoing, perform such other functions as may be necessary or appropriate for the performance of its oversight function.

EVALUATION OF CHARTER

7.1 Amendments to Charter –

8.

(a)

Review by Audit Committee - On at least an annual basis, the Committee shall review and discuss the adequacy of this Charter and recommend any proposed changes to the Nominating & Corporate Governance Committee.

(b)

Review by Board – The Board will review and reassess the adequacy and any changes to the Charter on an annual basis and at such other times as it considers appropriate.

LEGISLATIVE AND REGULATORY REQUIREMENTS

8.1 Compliance – It is the Board's intention that this mandate shall reflect all legislative and regulatory requirements applicable to the Committee. 9.

CURRENCY OF CHARTER

9.1 Currency of Charter Adopted by the Audit Committee: __July 30, 2007______________________ Approved by the Nominating & Corporate Governance Committee: __July 30, 2007______ Approved by the Board of Directors: __July 30, 2007___________________

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