Why Ethics Matter to you and the Company

One of the most valuable assets of Wescast Industries Inc. is our reputation for fairness and integrity. Our values guide everything we do, whether it's strategic planning, day-to-day decision making, or the way we treat customers, investors and employees. These values include:

Honesty     Fairness       Forthrightness       Commitment         Caring              Compassion

Maintaining our reputation for operating ethically is essential to our continued success. For this reason all of us need to be aware that our actions and decisions can affect our colleagues, our customers and other stakeholders with whom we come in contact. Therefore, to ensure that we continue to make appropriate decisions and take proper actions, Wescast has formalized a Code of Business Conduct.

1.0 PURPOSE

1.1 This Code provides guidelines about how to treat and behave toward all Wescast stakeholders. Following the guidelines helps us ensure that our actions and decisions about such things as strategic planning, day-to-day tasks, and how we interact with others reflect Wescast's core values.

A Code of Business Conduct provides the information about actions and decisions that are necessary to ensure that our company adheres to all laws, regulations and other legal requirements that apply wherever we conduct business.

A Code of Business Conduct also provides information about how to deal with breakdowns in ethical behaviour.

2.0 SCOPE

2.1 This Code and its associated corporate policies apply to all employees, which includes directors, officers and employees (including all regular full, part-time and temporary employees, contractors, consultants, representatives and agents) of Wescast Industries Inc., its controlled affiliates and its subsidiaries, ( the "Company").

It will be relatively easy to determine how to apply the Code to many situations. However, some business situations are more complex. The Code does not describe, or provide guidance on, every circumstance you might encounter in your work. If you encounter a situation for which the Code does not provide specific guidance, asking yourself the following questions may help you determine how to apply the Code:

• Is this fair and ethical?
• Is this legal?
• Am I confident that Wescast would not be embarrassed if this situation became public knowledge?
• Would I approve of this situation if I were a fellow employee, a customer or a shareholder?

You should be able to answer Yes to each of these questions.

You should have a basic understanding of these corporate policies and a detailed understanding of the policies that directly affect your work. These policies can be accessed through WILBER, Wescast's Intranet site. Wescast's corporate policies associated with this Code include:

• Business & Hospitality Expense Policy;
• Travel/Expense Policy;
• Vehicle Utilization Policy;
• Supplier Solicitation Policy;
• Corporate Disclosure Policy;
• External Communications Policy;
• Computer Usage Policy;
• Safety Policy;
• Environmental Policy;
• Harassment Free Workplace Policy; and
• Records Retention Policy.

The Code is not intended for dealing with complaints that should first be resolved through existing policies and procedures.  For example, the Code is not intended to be an alternative to the normal process of handling a grievance governed by a collective agreement, nor an alternative to day to day problem resolution between employees and their leaders.

What if Someone Violates this Code?

The Board of Directors of Wescast has adopted this Code and strict adherence is a condition of employment.

A breach of this Code may result in discipline or constitute cause for termination. A violation of this Code that also violates applicable laws or regulations may result in prosecution or investigation under such laws or regulations.

How to Handle a Concern about Applying the Code

If you have a concern regarding the application of this Code to a particular transaction or situation, you should promptly discuss the matter with your immediate leader. If the matter is not resolved through this discussion, you are required to raise the issue with higher levels of management and can do so without fear of repercussion.

Where this Code fails to guide in a particular situation, such as where local laws or regulations are difficult to interpret or in any circumstance where the path of ethical conduct is not clear, then the Corporate Secretary shall be called upon to seek appropriate legal counsel to determine the proper course of action and to ensure compliance with any matter of law which may be in question.

How to Report Complaints or Concerns

The Board of Directors is responsible for monitoring compliance with this Code and will assess the adequacy of the Code periodically and make any necessary amendments.

All employees should report perceived or actual:

• Violations of the law
• Violations of Wescast company policies
• Danger to an employee's or the public's health, safety or security
• Risk to Wescast-owned assets, property or resources; or
• Accounting or auditing irregularities

Wescast has two methods of reporting questionable ethical practices (the direct complain process and the anonymous Whistleblower Hotline.

Direct Complaint Process

An employee with a concern regarding questionable ethical practices is encouraged to submit the concern to his or her supervisor.  If the matter is not resolved through this discussion, you should forward the concern in writing to the Corporate Secretary via email to corp.secretary@wescast.com, through inter-office mail, or through the post office addressed tot he Corporate Secretary, marked "Confidential, Internal Wescast Matter."

Anonymous Whistleblower Hotline

An employee who has a concern regarding questionable ethical practices and prefers an anonymous method of reporting may contact the Whistleblower Hotline via EthicsPoint's website, www.ethicspoint.com, or through the toll free number listed below:

 International Toll-free Dialing Instructions

Domestic Calls (U.S. & Canada)

1.  Dial 888-723-7302

International Calls

1.  To call EthicsPoint from: [Country]

2.  From an outside line dial [AT&T Acess Code - See table below]

3.  At the prompt, dial 888-723-7302.  This is a toll-free number.  There is no need to dial a "1" before this number.

4.  If the telephone number listed above is not functioning, please make your report online through this website.  Please indicate int he report that the telephone number did not work.

Responsibilities for Investigating Complaints or Concerns

The process for investigating complaints is the same whether the direct complaint process or anonymous whistleblower hotline is used.

The Conduct Review Committee (the "Comittee") appointed by the Audit Committee of the Board of Directors will be responsible for administering the Code and handling reported violations.  The Committee is comprised of the Director, Audit Services, Vice President Human Resources and Corporate Secretary.

Within five business days of receiving a complaint, the Corporate Secretary will notify the sender (if able) and acknowledge receipt of the reported violation or suspected violation.  If a complaint is made in a language other than English, the complaint will be forwarded to a third party translator for interpretation.

The Corporate Secretary will coordinate all complaint investigations with the Conduct Review Committee.  The investigation may proceed through an informal meeting with the person making the complaint and any other person(s) who may be responsible for the matter giving rise to the complaint, where each person will be given a full and fair opportunity to speak to the matter.  If the complaint cannot be resolved informally or if such a meeting is inappropriate, the Committee will then thoroughly and promptly investigate the matter.

When an investigation is complete, the Committee will communicate its findings and intended actions to the person making the complaint and the other person(s) regarding.

1.  Corrective Action Measures - the Committee finds that improper conduct has taken place, any person responsible for such conduct will be subject to appropriate measaures.

2.  Unsubstantiated Complaints - if the Committee determines that no questionable conduct occurred, this finding will be communicated tot he person making the complaint and any person(s) implicated in the alleged questionable conduct.  All record of the complaint shall be removed from the personnel file of any person(s) implicated in the alleged questionable conduct.

3.  Protection Against Retaliation - there will be no retaliation against an individual who makes a complaint

4.  Confidentiality - to protect the interests of the person making the complaint and any person(s) complained against, confidentiality will be maintained throughout the investigation tot he extent practical and appropriate under the circumstances.

5.  Other Avenues of Recourse - if a regulatory body becomes involved in a complaint, the Company's lawyer must be contacted immediately.

The Corporate Secretary shall ensure that there is a record of the nature and treatment of the complaint and the Board is provided a summary of such complaints, at each regularly scheduled Board meeting.

3.0 PROCEDURES

3.1 Behaviour in the Workplace

We cannot have a positive and productive workplace unless we treat each other with respect and trust. Each of us has to help create and maintain a healthy, secure environment that values employee contributions and encourages learning.

3.2 Treat Others with Respect

Wescast is committed to a workplace where its basic guiding principles, values and expectations are that its employees treat others with dignity and respect.

Mutual respect must be the basis of interaction among employees in addition to cooperation and understanding. Wescast will neither tolerate nor condone behaviour that is likely to undermine the dignity or respect of an individual or create an intimidating, hostile or offensive environment. Examples of work conduct that are inconsistent with Wescast's basic guiding principles, values or expectations include, but are not limited to:

• Lying or misleading another individual intentionally
• Showing favouritism or bias towards one individual or group over another person or group
• Any activity an individual could consider offensive which targets someone's body, race, colour, attire, age, gender, sexual orientation, ethnic origin, religion, etc.
• Engaging in activities that endanger the health and safety of yourself or others
• Not using your best effort or being concerned about the quality of your performance
• Failing to disclose information or to help others when requested

Wescast employees are expected to behave towards others in a manner that fosters a joint appreciation for everyone's contribution to the workplace.

3.3 Create a Harassment-Free Workplace

All employees have the right to work in a harassment-free workplace which provides equitable employment opportunities and is free of discriminatory practices.

Wescast is committed to providing a harassment-free workplace for all employees in partnership with the Canadian Auto Workers, employee unions, non-union employees and workers' councils. Wescast and the Union will neither tolerate nor condone behaviour that is likely to undermine the dignity or respect of an individual or create an intimidating, hostile or offensive environment. Examples of harassment include, but are not limited to:

• Verbal abuse or threats
• Unwelcome remarks or jokes
• Innuendo or taunting about something an individual could consider offensive eg. an individuals' body, race, colour, attire, age, gender, sexual orientation, ethnic origin, religion, etc.
• Leering or other gestures
• Displaying pornographic, racist, or other offensive or derogatory pictures or material
• Practical jokes which cause awkwardness or embarrassment
• Unwelcome invitations or requests.

You should comply with Wescast policies applicable to these matters. (See Harassment-Free Workplace Policy)

3.4 Drug and Alcohol Abuse

Wescast is committed to providing a safe and healthy work environment. The use of illicit drugs, the inappropriate use of alcohol and the misuses of medications and other substances is prohibited.

3.5 Stay Healthy and Safe

Health and safety is an integral part of our operations managed in conjunction with the production and quality of our products and services. Safety and employee well-being is the responsibility of all employees and leaders. Each employee must personally conduct themselves in a manner that promotes safe conditions and actions. Complete and active participation by every one, every day, in every job is essential for the health and safety excellence that Wescast and its employees expect. (See Safety Policy)

3.6 Adhere to Environmental Practices

Wescast is also committed to protecting the environment in the communities within which it operates through continuous improvement by setting and reviewing goals on an annual basis, through implementation of innovative plans for the prevention of pollution and through compliance with all regulators or other requirements. You should comply with Wescast policies applicable to these matters. (See Environmental Policy)

3.7 Comply with the Law

Wescast will conduct its business in compliance with all laws, regulations and other legal requirements applicable wherever the Company conducts business. These guidelines are applicable in all countries in which the Company operates, unless the laws of those countries require a higher standard. You are responsible to deal fairly with Wescast's customers, investors, external suppliers, fellow employees, competitors, government authorities and the public. You must not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.

4.0 CONFLICTS OF INTEREST

4.1 Avoid Conflicts of Interest

You must not engage in any activity that could create a conflict of interest, or the appearance of one, between you and Wescast. A conflict of interest occurs when an individual's private interests interfere in any way, or even appear to interfere, with the interests of Wescast. A conflict of interest can arise when you take action or have an interest that may make it difficult to perform your work objectively and effectively. Conflicts of interest also arise when employees (or family members of employees) are in a position to receive improper personal benefits as a result of their relationship with Wescast other than perquisites incidental to employment. You are expected to avoid any outside activity, financial interest or relationship that may present a possible conflict of interest or the appearance of a conflict. You are required to disclose any conflict of interest. These disclosures should be made to your leader, the Corporate Secretary or the President and Chief Executive Officer and, in the case of a director, to the Lead Independent Director and otherwise in accordance with law. (see Section 8 for guidelines on how to disclose any conflict)

Any officer or member of the Board of Directors who is the subject of a possible conflict of interest will notify the Company as soon as possible and, in any event, in accordance with applicable law excuse himself or herself from any resulting investigation or deliberations with respect to the matter giving rise to the possible conflict of interest.

It is not feasible to specify all the activities that may give rise to a conflict of interest. The following are some rules regarding specific areas where such conflict might occur.

4.2 Deal at Arm's Length

You shall not own or control any enterprise that does business with or is a competitor of a Wescast Company unless approved in writing by Wescast's Audit Committee. The Audit Committee must approve all related-party transactions.

4.3 Protect Corporate Opportunities

You owe a duty to Wescast to advance Wescast's legitimate interests to the best of our abilities. Therefore, you are prohibited from:

• Taking opportunities for yourself that is properly within the scope of Wescast's activities,
• Using corporate property, information or position for personal gain; and
• Competing with Wescast Industries Inc.

4.4 Use Caution regarding External Activities

You may not serve as a director, an officer, a consultant, an employee or in any other capacity in any enterprise (other than a Wescast Company) that:

• Is a competitor of Wescast,
• Conducts or seeks to conduct business with Wescast, or
• Directly interferes with or has the appearance of interfering with the performing the duties as a Wescast director, officer or employee.

These roles may only be undertaken with prior, written approval from Wescast's CEO.

4.5 Be Careful about Business Gifts and Entertainment

Generally, you should not accept or give gifts or entertainment behalf of Wescast to persons outside of Wescast. You may give or receive entertainment (dining or an amusement, sporting or recreational event) only when it:

• Involves a nominal value,
• Legitimately serves a definite business purpose,
• Is appropriate to the individual's business responsibilities, or
• Is within limits of reciprocation as an acceptable business expense. (See Business and Hospitality Expense Policy and Supplier Solicitation Policy)

4.6 Loans and Gifts from a Wescast Company

You (or any member of your immediate family) may not receive loans or gifts of a significant value from a Wescast Company unless specifically provided for by law.

4.7 Choose Suppliers through Fair Competition

All customers, suppliers and independent contractors purchasing or furnishing goods and services to Wescast must be dealt with fairly. Decisions to hire a particular vendor must be made on the basis of objective criteria such as quality, reliability, technical excellence, price, delivery, service and availability.

4.8 Involvement in Political and Community Relationships

Any financial support on behalf of Wescast to political organizations requires the express approval of the Chief Executive Officer and is subject to compliance with applicable law. When engaging in personal political activities, you must do so in your own right and not on behalf of Wescast. This prohibition extends to all indirect contributions such as the price of admission to sporting, social or other events where part of the proceeds are directed to a political party or candidate. Charitable donations made on behalf of Wescast shall be within budgets and meet specific criteria determined by each Community Involvement Team.

4.9 Hiring Family

You shall not supervise directly or be in a position to influence the career of someone with whom you are engaged in a personal relationship. This includes family members including spouses (as defined for benefit purposes), children, siblings, in-laws and parents.

5.0 CONFIDENTIAL INFORMATION

Except as required in the performance of regular corporate duties on behalf of Wescast, you must not disclose or use without authorization any information relating to Wescast, whether or not confidential, proprietary or privileged. This prohibition also applies to information relating to third parties that Wescast has obtained under an obligation of confidentiality or as a result of a commercial relationship.

Confidential information includes all non-public information that might be of use to competitors, or harmful to Wescast or its customers, if disclosed.

5.1 Protect Technical, Business and Commercial Data

Employees must ensure against improper disclosure of financial results before they are announced, business plans, business forecasts, strategic initiatives, proposed acquisitions or divestitures, special methods of operation, technical innovations, current or proposed products and any other information that may be of value to competitors of Wescast.

5.2 Invest Ethically

Wescast respects your right to make personal investment decisions. However, you must ensure that these decisions are not based on information you have learned as a result of your employment or relationship with Wescast and that has not been made public. You may not trade Wescast shares, or any shares of another publicly-owned company, if you have inside information concerning Wescast or another publicly-owned company. Inside information about a company is material non-public information, including information that would likely influence an investor's decision to buy or sell shares of that company. Trading with knowledge of inside information is referred to as insider trading. Examples might include: knowledge of a potential merger or acquisition, a valuable technological discovery, the financial stability of the company, etc. Possessing inside information is legal; the misuse of it is illegal. You may not pass inside information to another person who has no right or need to have it other than in the necessary course of business. This is called "tipping," and it is also illegal. (See Corporate Disclosure Policy)

If you possess inside information concerning Wescast or another publicly owned company, you are expected to comply with Wescast's policies and applicable laws, regulations and rules, including designated non-trading periods when timing your investments. (See Corporate Disclosure Policy)

5.3 Manage the Media

Refer all media questions to the Communication's Team. If an individual's regular duties do not include responding to questions from the news media or investment community, refer the inquiry to the CEO, CFO (or designate) or Corporate Secretary. Send drafts of articles for publication, advertisements and public speeches about Wescast should be reviewed in advance with the Communications Team at proofs@wescast.com. (See Corporate Disclosure Policy and External Communications Policy)

5.4 Obligation to Safeguard Confidential Information

It is important to use discretion when discussing Wescast business in public places such as airplanes, restaurants, or when using public or cellular phones, the internet and fax machines.

The obligation to Safeguard Confidential information continues after your employment with Wescast has ended. The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information. In such cases, employees (both current and former) must contact the Chief Executive Officer, or the Corporate Secretary prior to disclosing confidential information so that Wescast can determine to how best preserve confidentiality within the requirements of applicable law and regulation and to assist in determining what disclosure is actually required.

5.5 Follow Disclosure Requirements

As a publicly-owned company, Wescast is required to disclose material information, including financial statements, when that disclosure is warranted or required, and to ensure that it does not engage in inappropriate selective disclosure. Wescast has policies in place to help ensure that material information is distributed in a consistent way and that it is available to all, fairly, openly and on a timely basis. This will help prevent Wescast information from being misused.

Wescast has established internal processes to ensure that information required to be disclosed under applicable laws, rules and regulations is accurately recorded and reported on a timely basis. Anyone who is responsible for providing or communicating this type of information must ensure that these goals are achieved. (See Corporate Disclosure Policy).

5.6 Keep Complete and Accurate Records

The Company needs complete and accurate records to meet its legal and financial obligations and to manage its business properly. All Company books, financial reports, expense accounts, time sheets, administrative records and other similar documents must be completed accurately, honestly and in accordance with Company procedures. Making false, fictitious or inappropriate entries with respect to any transaction for the Company or the disposition of any of the Company's assets is prohibited, and no employee may engage in any transaction that requires or contemplates the making of false, fictitious or inappropriate entries. You are responsible for the accuracy and completeness of any reports or records you create or maintain. In addition, all employees must comply with the Company's records retention policy. This policy describes how long documents and records (whether in printed or electronic form) must be maintained in order to facilitate the Company's ongoing operations and to satisfy financial, legal and regulatory retention requirements. This policy also provides directions for the proper disposal of records that have been kept for the required periods.

Please consult the Corporate Secretary if litigation or a governmental investigation arises. (See Records Retention Policy)

6.0 FISCAL RESPONSIBILITY AND ASSET PROTECTION

All employees have a responsibility to protect Wescast's assets from fraud and theft. Leaders are specifically responsible for establishing and maintaining internal controls to safeguard Wescast's assets.

6.1 Fraud Prevention

Fraud is defined as a willful or deliberate act with the intention of obtaining an unauthorized benefit, such as money or property, by deception or other unethical means.  All fraudulent acts or related misconduct are included under this policy and include, but are not limited to, such activities as:

• Embezzlement, theft, misapproriation or other financial irregularities
• Forgery or alteration of documents (cheques, time sheets, contractor agreements, purchase orders, other financial documents, electronic files)
• Improprieties in the handling or reporting of financial transactions
• Misappropriation of funds, securities, supplies, inventory or any other asset
• Authorizing or receiving payment for goods not received or services not rendered
• Authorizing or receiving payment for hours not worked or expenses not incurred

6.2 Asset Protection

You have a responsibility to protect Wescast's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on Wescast's profitability. All Wescast's assets should be used for legitimate business purposes. Any other purpose is allowable only if a leader specifically authorizes it or it is a perquisite that is appropriate for a particular employee.

• Use of Computer Resources - Wescast's computer networks and information resources including electronic mail, voice mail, intranet and the internet are provided for company-related business purposes. Excessive personal use is inappropriate. Use of Wescast's computer resources to view, retrieve or send sexually-related or pornographic messages or material; violent or hate-related messages; bigoted, racist or other offensive messages or messages related to illegal activities is strictly prohibited. Wescast reserves the right to periodically monitor access, use and contents of its' computer systems. You should not assume to have any right to privacy of electronic data residing on, or in the use of, these computer systems. You should comply with Wescast policies applicable to these matters. (See Computer Usage Policy)
• Developments - You are required to make full disclosure to the Vice President, Sales & Marketing of all proprietary developments that you develop in the course of employment with Wescast that arise from confidential information acquired in the course of employment with Wescast or that you develop in the course of an outside interest or activity which relates in any way to your work for Wescast. Developments include, but are not limited to inventions, products, processes, software, computer programs, trademarks, patents, refinements and improvements. All developments belong exclusively to Wescast unless a written release is obtained or covered by contract.
• Use of Wescast Name - You may not use Wescast's name or purchasing power to obtain personal discounts or rebates without the approval of the Chief Executive Officer. In certain circumstances, Wescast may do so to make these available to all employees.
• Use of Company Vehicles - You are required to use pool, rental and company leased vehicles for business related purposes. All occupants will abide by the laws as defined under the Traffic Act in the jurisdictions in which they are operating the vehicle, including laws relating to driving while intoxicated and driving under the influence. (See Vehicle Utilization Policy)

7.0 CODE OF BUSINESS CONDUCT ACKNOWLEDGMENT

New employees of Wescast will receive a copy of the Code upon hire. Any Executive Leadership Team (ELT) member, direct report to the ELT, direct report to the Business Unit Managing Directors, direct reports to General Managers, all finance staff at grade 6 or above, and any other employees at a grade 8 level or above and all Board members will be required to acknowledge their review of, and agreement to comply with this Code as part of their employment contract upon hire.  Any third party such as consultants, agents or contractors hired to perform work or represent Wescast may also be asked to review and comply with this Code and corporate policies applicable to their work.

The Corporate Secretary or a designate will hold annual information sessions to review the Code of Conduct with all employees. ELT members, direct reports to the ELT, direct reports to the Business Unit Managing Directors, direct reports to General Managers, all finance staff at grade 6 or above, and any other employees at a grade 8 level or above and all Board members will annually acknowledge their review of, an dcompliance with this Code as part of the performance management process.

As required by applicable law, a copy of the Code is available without charge by contacting the Corporate Secretary at 150 Savannah Oaks Drive, Brantford, Ontario, N3T 5L8 (corp.secretary@wescast.com). It is also available on WILBER.

8.0 GUIDELINES FOR COMPLETING THE CODE OF CONDUCT ACKNOWLEDGMENT AND CONFLICT OF INTEREST DISCLOSURE STATEMENT - FREQUENTLY ASKED QUESTIONS

8.1 What is a Conflict of Interest?

A "conflict of interest occurs when your private interest interferes in any way, or even appears to interfere, with the interests of the Company as a whole. A conflict situation may arise when you take actions or have interests that may make it difficult to perform Company work objectively and effectively. It is also a conflict if outside activities affect your judgment to act in the best interest of customers or other stakeholders.

Please remember that:

• You must conduct your outside activities or interests on your own time, not during your hours of employment with the Company;
• Wescast resources, such as employees, equipment and suppliers, may not be used for personal purposes; and
• Outside activities and family or personal relationships must not interfere with your ability to exercise good judgment or perform your duties in a satisfactory way.

8.2 What Activities or Circumstances Should I Report?

All employees are required to disclose conflicts of interest. Wescast's Code of Business Conduct will help you decide whether you are involved in activities or circumstances that you should report as a potential conflict of interest.

The types of activities you should report include:

• having a job, trade or business outside Wescast which could put you in direct or indirect competition with Wescast, its suppliers, or others who have a contract with Wescast Industries Inc.
• becoming an officer, agent, or director of a for-profit company
• reporting to or supervising a spouse, child, sibling, or parent, either directly or indirectly, at Wescast or a subsidiary company
• having any family or other personal relationship with a Wescast employee or service provider which could create the perception of a conflict of interest
• any other situation that could reasonably appear to create a potential conflict of interest.

8.3 How Should I Report a Potential Conflict of Interest?

All employees are required to disclose conflicts of interest using the Conflict of Interest Disclosure Form. You should tell your leader about any real or possible conflicts of interest so that together you can address the issues involved. If you have discussed your situation with your leader, please indicate this on the Conflict of Interest Disclosure Form (attached as a sample below) and include details.

8.4 What Should I do if my Situation Changes?

It is your responsibility to keep the information you report up-to-date by filing a new disclosure form. You can obtain the form from your local Human Resources Department.

8.5 Who Should I Contact if I have Questions or Concerns?

You may contact either Human Resources or the Corporate Secretary on a confidential basis if you have any questions or concerns about these guidelines or filing a report.

8.6 How Should Members of the Board of Directors Address Conflicts of Interest?

Members of the Board of Directors should address any real or possible conflicts of interest with the Company's Lead Independent Director. Individual directors may also retain outside advisors, at the Company's expense, to provide advice on any matter before the Board or a Board Committee with the prior approval of the Nominating & Corporate Governance Committee.

It is the responsibility of every member of the Board of Directors to keep relevant information up to date. A member of the Board of Directors may contact the Corporate Secretary on a confidential basis regarding questions or concerns about these guidelines or filing a disclosure form.

8.7 Waivers of the Code

Any waiver of this Code will be granted only in very exceptional circumstances. A waiver for any employee will be granted only by the Board of Directors or a committee of the Board, and such waiver will be disclosed promptly as required by law or regulation.

8.8 Key Contacts

Corporate Secretary (corp.secretary@wescast.com)

Director, Audit Services or Vice President, Human Resources

1-800-215-4412 (in North America)

1-519-750-0000 (outside of North America)

By mail: Wescast Industries Inc., 150 Savannah Oaks Drive, Brantford, Ontario, N3T 5L8.

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9.0  CONFLICT OF INTEREST DISCLOSURE STATEMENT - SAMPLE FORMS

9.1 Conflict of Interest Disclosure Statement

I have read and agree to follow the requirements for reporting potential conflicts of interest described in section 8.0 of the Code, "Guidelines for Completing the Code of Conduct Acknowledgement and Conflict of Interest Disclosure Statement". I also agree to update the information I report on a continuous basis by completing a new disclosure form if my circumstances change.

I have a potential conflict of interest as described below.

_____________________________________________________________________________

_____________________________________________________________________________

I have discussed this potential conflict with my leader or other appropriate personnel.

PLEASE CIRCLE No Yes (please provide date and a brief description)

DATE (dd/mm/yyyy) DESCRIPTION

Personal details and signature

______________________________________________ __

SIGNATURE PRINT NAME

________________________________________________________________

POSITION DEPARTMENT, FACILITY OR SUBSIDIARY

__________________________________________________________________

LOCATION DATE

The Conduct Review Committee will acknowledge receipt of any Conflict of Interest Disclosure Form and assess any implications. The form will be retained in your HR file.