Exhibit 1




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TABLE OF CONTENTS
 FORWARD-LOOKING INFORMATION
    
    
    3CORPORATE STRUCTURE
    
    
    5OUR BUSINESS
    
    
    5OVERVIEW
    
    
    5GENERAL DEVELOPMENTS
    
    
    7STRATEGY
    
    
    9OPERATIONS
    
    
    125.9 LITRE TO 8.9 LITRE ALTERNATIVE FUEL ENGINES
    
    
    1215 LITRE NATURAL GAS ENGINES & FUEL SYSTEMS
    
    
    142.0 LITRE & 2.4 LITRE ALTERNATIVE FUEL ENGINES & FUEL SYSTEMS
    
    
    16TECHNOLOGY
    
    
    17INTELLECTUAL PROPERTY
    
    
    19COMPETITIVE CONDITIONS
    
    
    20GOVERNMENT FUNDING
    
    
    21HUMAN RESOURCES AND POLICIES
    
    
    21SOCIAL AND ENVIRONMENTAL POLICIES
    
    
    22SHARE CAPITAL
    
    
    24DIVIDEND POLICY
    
    
    24MARKET FOR COMMON SHARES
    
    
    24DESCRIPTION OF CAPITAL STRUCTURE
    
    
    25DESCRIPTION OF COMMON SHARES
    
    
    26PRIOR SECURITIES ISSUED
    
    
    26DIRECTORS AND EXECUTIVE OFFICERS
    
    
    26DIRECTOR BIOGRAPHIES
    
    
    28EXECUTIVE OFFICER BIOGRAPHIES
    
    
    31SHAREHOLDINGS OF DIRECTORS AND OFFICERS
    
    
    32CONFLICTS OF INTEREST
    
    
    32RISK FACTORS
    
    
    32AUDIT COMMITTEE MATTERS
    
    
    42MANDATE OF THE AUDIT COMMITTEE
    
    
    42NON-AUDIT SERVICES
    
    
    44EXTERNAL AUDITORS SERVICE FEES
    
    
    44ADDITIONAL INFORMATION
    
    
    45LEGAL PROCEEDINGS
    
    
    45INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
    
    
    45TRANSFER AGENT AND REGISTRAR
    
    
    45MATERIAL CONTRACTS
    
    
    46INTERESTS OF EXPERTS
    
    
    48ADDITIONAL INFORMATION
    
    
    49SCHEDULE A
    
    
    50
  Page 2




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FORWARD-LOOKING INFORMATION
  
    
    the future demand for Cummins Westport Inc. (CWI) products and Westport products;
 
    
    the penetration of our existing markets and expansion of those markets;
 
    
    our ability to successfully launch our high-pressure direct-injection technology
commercially;
 
    
    our ability to exploit and protect our intellectual property;
 
    
    our capital expenditure programs;
 
    
    the future desirability and use of natural gas as an alternative fuel;
 
    
    commodity prices and the fuel price differential between natural gas and diesel;
 
    
    ongoing relationships between us and our business partners;
 
    
    our ability to continue to compete with our competitors and their technologies;
 
    
    the capital and operating costs of vehicles using our technologies relative to
alternative technologies;
 
    
    continuing growth in the transportation sector and in the natural gas engine market;
 
    
    profit margins and production costs of engines incorporating our technologies;
 
    
    the further development of infrastructure supporting the application of natural gas as
an alternative fuel;
 
    
    increasing penetration of our technologies in key markets within the transportation
sector and in key geographic markets;
 
    
    increasingly stringent environmental regulation in the future;
 
    
    ongoing availability of government incentives and mandates for our technology;
 
    
    our ability to attract and retain personnel;
 
    
    demand for engines incorporating our technologies by the Ports of Los Angeles and Long
Beach, California (the San Pedro Bay Ports or the Ports);
 
    
    production capacity and methods for our liquefied natural gas (LNG) system;
  Page 3




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
    
    increasing commercialization of our technologies;
 
    
    expansion of our product offerings;
 
    
    our estimates and assumptions used in our accounting policies, and accruals, including
warranty accruals, and financial condition;
 
    
    our adoption, timing, and ability to meet certain accounting and regulatory standards;
 
    
    the ability of our products to adapt to the use of biogas and manufactured fuels,
including hydrogen, as fuels; and
 
    
    our compliance with environmental regulations.
  
    
    market acceptance of our products;
 
    
    product development delays;
 
    
    delays in contractual commitments;
 
    
    changing environmental regulations;
 
    
    the ability to attract and retain business partners;
 
    
    future levels of government funding and incentives;
 
    
    competition from other technologies;
 
    
    the ability to provide the capital required for research, product development,
operations and marketing;
 
    
    and those risks discussed in this AIF under the heading Risk Factors.
  ON MARCH 31, 2009, THE BANK OF CANADA CLOSING RATE FOR ONE UNITED STATES DOLLAR WAS $1.26
CANADIAN DOLLARS.
  Page 4




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CORPORATE STRUCTURE
    OUR BUSINESS
  OVERVIEW
   Page 5




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##### 



Page 6




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##### 



GENERAL DEVELOPMENTS
       Page 7




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##### 



Page 8




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##### 



STRATEGY
  Continue to Profitably Grow CWI
  Accelerate Commercialization of Westport HD
     Page 9




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##### 



Leverage Our Partners Resources
  Focus on Geographic Expansion by Penetrating Key Markets in Asia and Europe
  
  Page 10




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##### 



Expand OEM and Market Availability
   Continue to Leverage Our Intellectual Property Portfolio
  Expand Our Product Offering by Adapting Our Technology for Other Alternative Fuels
   Page 11




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OPERATIONS
  5.9 LITRE TO 8.9 LITRE ALTERNATIVE FUEL ENGINES
      Page 12




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Page 13




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##### 



15 LITRE NATURAL GAS ENGINES & FUEL SYSTEMS
    
    
    high torque at low engine speeds;
 
    
    excellent transient response;
 
    
    lower NOx (North America) and PM (Australia) emissions; and
 
    
    lower greenhouse gas emissions.
  
    
    local emissions regulations requiring stringent environmental performance;
 
    
    LNG fuel availability in the market at delivered prices that make total life cycle costs
for vehicle purchase and operation materially cheaper than conventional diesel trucks;
 
    
    incentives of various kinds to offset the total incremental costs of low-emissions
vehicles; and/or
 
    
    diesel emissions reduction equipment costs that are sufficiently large such that when
new regulations force lower emissions, total life-cycle costs for conventional diesel
vehicles rise and surpass equivalent costs for natural gas vehicles.
  Page 14




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Current Engine Ratings
   Westport HD System Production
   Page 15




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2.0 LITRE & 2.4 LITRE ALTERNATIVE FUEL ENGINES & FUEL SYSTEMS
    
    
    a more compact fuel system and engine package
 
    
    higher torque and power
 
    
    enhanced acceleration and transient response
 
    
    precise air-fuel ratio control resulting in optimized catalyst cost
   Page 16




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##### 



Current Engine Ratings
  2.0L & 2.4L Alternative Fuel Engine & Fuel System Production
  TECHNOLOGY
   Gaseous Fuel Injectors
   
    
    the high volumetric flow rates required for a fuel much less dense than diesel;
 
    
    complex fuel routing for two fuels within the injector;
 
    
    carbonizing and thermal fluctuations that can result from the reduced cooling capacity of a
gaseous fuel; and
 
    
    high pressure differentials within the injector and the fuel leakage that can result.
  High Pressure Direct Injection
   Page 17




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Hot Surface Ignition
   Alternate Fuel Combustion
    Cryogenics
   Aftertreatment
   Page 18




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Compressors
  Lean Burn Spark Ignited
  Stoichiometric Exhaust Gas Recirculation Spark Ignited
  INTELLECTUAL PROPERTY
    Page 19




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COMPETITIVE CONDITIONS
   Page 20




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##### 



GOVERNMENT FUNDING
  
    
    February 2008  We were awarded US$2.25 million in funding from the South Coast Air
Quality Management District (SCAQMD), US$500,000 of which will be contributed by the
California Energy Commission (CEC) upon completion of CEC contract documentation, to
support the development, demonstration, commercialization and certification of our heavy
duty LNG fuel system for the Cummins ISX to meet the EPA 2010 NOx (0.2 g/bhp-hr NOx)
emissions standard prior to 2010.
 
    
    June 2007  Westport was awarded $330,000 from the Canadian International Development
Agencys Industrial Cooperation Program (CIDA-INC) for the transfer of technology,
management training and development to Westports joint venture in China, BTIC Westport.
This funding agreement was completed December 31, 2008.
 
    
    January 2007  We were awarded AU$1.36 million from the Australian Governments
Alternative Fuels Conversion Program for a project to evaluate the use of LNG as a fuel for
heavy-duty highway trucks in Australia.
 
    
    February 2006  CWI was awarded US$350,000 in funding from Utilization Technology
Development for CWIs previously announced ISL G engine product development program.
 HUMAN RESOURCES AND POLICIES
     Page 21




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##### 



SOCIAL AND ENVIRONMENTAL POLICIES
  
    
    Westport will ensure that its operations will comply with government regulations,
industry codes and standards, applicable laws, and internal company policies.
 
    
    We will continually monitor industry best practices and adopt and implement those that
contribute to the protection of the environment.
 
    
    On-site contractors and others acting on our behalf are expected to abide by the same
code of conduct.
 
    
    Westport will continue to research, design, and develop engine products that sustain
natural resources, preserve the environment, and safeguard employees, customers, and the
general public from injuries or health hazards.
 
    
    Westport will determine, evaluate, and mitigate the environmental impacts of our
existing operations, and will conduct a thorough environmental assessment and risk analysis
prior to the implementation of new projects.
 
    
    Westport will abide by internally established standards to utilize energy and other
resources efficiently in our operations, including emissions and waste management programs,
which exceed current legislative requirements.
 
    
    All environmental incidents or unplanned releases will be investigated and the findings
will be communicated as necessary to all affected parties.
 
    
    Westport will train its employees on their individual responsibility to protect the
environment, to adhere to the Environmental Policy Statement, and to cooperate with its
efforts in this regard.
 
    
    In conjunction with external response agencies, we will respond to environmental
emergencies including hazardous material spills and unplanned releases promptly and
effectively via a trained and coordinated on-site emergency response team.
 
    
    Westport will evaluate its environmental performance through regular auditing and
assessment of our regulatory compliance and adherence to the above principles, and will
communicate the appropriate information to its Board of Directors, employees, shareholders,
governmental agencies, and the general public.
   Page 22




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th
  Page 23




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##### 



SHARE CAPITAL
 DIVIDEND POLICY
  MARKET FOR COMMON SHARES
  Toronto Stock Exchange (WPT)
 Period
    

High ($)
    
    
    Low ($)
    
    
    Close ($)
    
    
    VolumeApril 2008(1)
    
    
    3.20
    
    
    
    2.66
    
    
    
    2.90
    
    
    
    2,592,883May 2008(1)
    
    
    4.43
    
    
    
    2.71
    
    
    
    4.30
    
    
    
    7,822,834June 2008 (1)
    
    
    5.50
    
    
    
    4.25
    
    
    
    4.97
    
    
    
    11,124,313July 2008 (3.5:1 split adjusted)
    
    
    17.50
    
    
    
    12.17
    
    
    
    13.04
    
    
    
    4,677,681August 2008
    
    
    15.34
    
    
    
    12.11
    
    
    
    13.39
    
    
    
    1,713,566September 2008
    
    
    13.80
    
    
    
    8.56
    
    
    
    10.00
    
    
    
    2,211,000October 2008
    
    
    9.95
    
    
    
    4.08
    
    
    
    5.24
    
    
    
    2,447,190November 2008
    
    
    7.64
    
    
    
    4.00
    
    
    
    5.05
    
    
    
    2,080,434December 2008
    
    
    6.41
    
    
    
    4.51
    
    
    
    6.25
    
    
    
    1,285,329January 2009
    
    
    7.74
    
    
    
    6.01
    
    
    
    6.50
    
    
    
    789,725February 2009
    
    
    7.18
    
    
    
    4.62
    
    
    
    5.20
    
    
    
    853,258March 2009
    
    
    6.75
    
    
    
    3.89
    
    
    
    6.30
    
    
    
    750,430April 2009
    
    
    7.40
    
    
    
    5.08
    
    
    
    6.00
    
    
    
    1,229,779May 2009
    
    
    6.69
    
    
    
    5.25
    
    
    
    6.34
    
    
    
    1,625,944
 Note:(1)
    
    Figures given are pre-consolidation. On July 21, 2008, Westport consolidated its Common Shares on a three and one-half-to-one basis.  Page 24




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##### 



NASDAQ Exchange (WPRT)
 Period
    

High ($)
    
    
    Low ($)
    
    
    Close ($)
    
    
    VolumeAugust 2008 (Aug 15th to Aug 31st)
    
    
    13.55
    
    
    
    11.42
    
    
    
    12.56
    
    
    
    2,354,448September 2008
    
    
    13.15
    
    
    
    8.20
    
    
    
    9.14
    
    
    
    4,376,137October 2008
    
    
    9.28
    
    
    
    3.26
    
    
    
    4.43
    
    
    
    3,935,038November 2008
    
    
    6.60
    
    
    
    3.15
    
    
    
    3.96
    
    
    
    2,219,066December 2008
    
    
    5.45
    
    
    
    3.52
    
    
    
    5.10
    
    
    
    1,254,758January 2009
    
    
    6.55
    
    
    
    4.77
    
    
    
    5.27
    
    
    
    845,592February 2009
    
    
    5.83
    
    
    
    3.60
    
    
    
    4.05
    
    
    
    885,763March 2009
    
    
    5.51
    
    
    
    3.01
    
    
    
    4.99
    
    
    
    1,125,488April 2009
    
    
    6.00
    
    
    
    4.18
    
    
    
    5.04
    
    
    
    2,446,298May 2009
    
    
    6.00
    
    
    
    4.47
    
    
    
    5.83
    
    
    
    2,520,207
 DESCRIPTION OF CAPITAL STRUCTURE
      Page 25




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DESCRIPTION OF COMMON SHARES
  March 31, 2009WeightedAverage ExerciseNumber
    
    
    Price$Shares Outstanding
    
    
    32,040,540
    
    
    
    N/AShare Options Outstanding
    
    
    1,136,163
    
    
    
    7.32 Exercisable
    
    
    786,282
    
    
    
    7.53Performance Share Units Outstanding
    
    
    1,729,970
    
    
    
    N/A Exercisable
    
    
    597,560
    
    
    
    N/AWarrants Outstanding and Exercisable
    
    
    1,608,160
    
    
    
    14.68
 PRIOR SECURITIES ISSUED
     DIRECTORS AND EXECUTIVE OFFICERS
   Page 26




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Number ofDirector of
    
    Commonthe
    
    Shares heldName and
    
    Position with the
    
    Principal Occupation for last
    
    Corporation
    
    as of June 1,Municipality of Residence
    
    Corporation
    
    five years
    
    Since
    
    2009John A. Beaulieu
(1)(2)(3)(5)Vancouver, Washington
    
    Chairman and
Director
    
    Managing Partner of Cascadia
Pacific Management LLP (a
private venture fund
company)
    
    September 1997
    
    
    11,738Warren J. Baker (3)(4)Avila Beach, California
    
    Director
    
    President, California
Polytechnic State University
    
    September 2002
    
    
    2,142Henry F. Bauermeister
Jr. (1)(2)(5)Lees Summit, Missouri
    
    Director
    
    Corporate Director; From
1995 to 2005, President of
Cummins Mid-America
    
    October 2005
    
    
    19,285M.A. (Jill) Bodkin (1)(2)Vancouver, BC
    
    Director
    
    Chair and Chief Executive
Officer of Golden Heron
Enterprises
    
    July 2008
    
    
    3,500David R. Demers (4)(6)(8)West Vancouver, British
Columbia
    
    Chief Executive
Officer and
Director
    
    Chief Executive Officer of
Westport
    
    March 1995
    
    
    104,176J. Michael Gallagher
(5)(6)(7)Vancouver, British
Columbia
    
    President, Chief
Operating Officer
and Director
    
    President and Chief
Operating Officer of
Westport
    
    July 2007
    
    
    22,930Dezsö J. Horváth
(1)(2)(3)(4)Toronto, Ontario
    
    Director
    
    Dean and Tanna H. Schulich
Chair in Strategic
Management, Schulich School
of Business, York University
    
    September 2001
    
    
    45,571Sarah Liao Sau Tung (4)Hong Kong, China
    
    Director
    
    Former Secretary for the
Environment, Transport and
Works of the Hong Kong
Special Administrative
Region and a member of the
Executive Council of Hong
Kong (2002-2007)
    
    July 2008
    
    NilAndrew Littlefair (4)Newport Beach, 
California
    
    Director
    
    President and Chief
Executive Officer of Clean
Energy Fuels Corp.
    
    July 2007
    
    
    11,000Albert Maringer (5)Canmore, Alberta
    
    Director
    
    President and Chief
Executive Officer of
Maringer Consulting Alberta
Ltd. since June of 2007;
President and Chief
Executive Officer of Siemens
Canada Limited (2000 to
2006)
    
    July 2008
    
    NilW. Chipman JohnstonCalgary, Alberta
    
    Corporate Secretary
    
    Partner (formerly an
associate) at Bennett Jones,
LLP
    
    N/A
    
    
    3,426Nicholas C. Sonntag (7)Gibsons, British
Columbia/ Beijing, China
    
    Executive Vice
President, 
Corporate
Development, WPI,
and President, 
Westport Asia
    
    Executive Vice President,
Corporate Development of WPI
and President of Westport
Asia; previously President
of CH2M HILL China Ltd. and
President of CH2M HILL
Canada Ltd.
    
    N/A
    
    
    1,428Elaine A. Wong (6)Vancouver, British
Columbia
    
    Executive Vice
President and Chief
Financial Officer
    
    Executive Vice President and
Chief Financial Officer of
Westport
    
    N/A
    
    
    31,911
 Notes:(1)
    
    Member of the Audit Committee.(2)
    
    Member of the Human Resources and Compensation Committee.  Page 27




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(3)
    
    Member of the Nominating and Corporate Governance Committee.(4)
    
    Member of the Strategy Committee.(5)
    
    Member of the OEM Committee.(6)
    
    Member of the CWI board of directors.(7)
    
    Member of the BWI board of directors.(8)
    
    Member of the board of directors of Juniper Engines Inc. DIRECTOR BIOGRAPHIES
 John A. Beaulieu
 Warren J. Baker
 Henry F. Bauermeister Jr.
  Page 28




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M.A. (Jill) Bodkin
 David R. Demers
 J. Michael Gallagher
 Dezsö J. Horváth
  Page 29




---



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Sarah Liao Sau Tung
 Andrew J. Littlefair
 Albert Maringer
  Page 30




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##### 



EXECUTIVE OFFICER BIOGRAPHIES
 David R. Demers
 J. Michael Gallagher
 Elaine A. Wong
 Nicholas C. Sonntag
 W. Chipman Johnston
  Page 31




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SHAREHOLDINGS OF DIRECTORS AND OFFICERS
  CONFLICTS OF INTEREST
  RISK FACTORS
  Risks Related to Our Business
 We have incurred and continue to incur losses.
  We may be unable to raise additional capital.
   Page 32




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A sustained economic recession could negatively impact our business
  Potential fluctuations in our financial results make financial forecasting difficult
  A market for engines with our fuel systems may never develop or may take longer to develop than we
anticipate.
   Certain of our products may not achieve widespread adoption.
   Page 33




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##### 



We are dependent on the Ports Clean Air Action Plan to support and fund sales to the Ports.
  We currently benefit from government incentives to facilitate demand for our products and fund our
research and development programs and these incentives may not be renewed or may be redirected.
   Fuel price differentials are hard to predict and may be less favourable in future.
   Page 34




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##### 



Our growth is dependent on natural gas refuelling infrastructure that may not take place.
  Changes in environmental and regulatory policies could hurt the market for our products.
  We currently face, and will continue to face, significant competition.
    Page 35




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##### 



We depend on our intellectual property and our failure to protect that intellectual property could
adversely affect our future growth and success.
  
    
    any of the rights we have under U.S. or foreign patents owned by us or other patents
that third parties license to us will not be curtailed, for example through invalidation,
circumvention, challenge, being rendered unenforceable or by license to others:
 
    
    we were the first inventors of inventions covered by our issued patents or pending
applications or that we were the first to file patent applications for such inventions;
 
    
    any of our pending or future patent applications will be issued with the breadth of
claim coverage sought by us, or be issued at all;
 
    
    our competitors will not independently develop or patent technologies that are
substantially equivalent or superior to our technologies;
 
    
    any of our trade secrets will not be learned independently by our competitors; or
 
    
    the steps we take to protect our intellectual property will be adequate.
 
    
    In addition, effective patent, trademark, copyright and trade secret protection may be
unavailable, limited or not applied for in certain foreign countries.
   We could become engaged in intellectual property litigation or disputes that may negatively affect
our business.
   Page 36




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##### 




    
    pay substantial damages;
 
    
    cease the development, manufacture, use, sale or importation of products that infringe
upon other patented intellectual property;
 
    
    expend significant resources to develop or acquire non-infringing intellectual property;
 
    
    discontinue processes incorporating infringing technology; or
 
    
    obtain licenses to the infringing intellectual property.
  We are dependent on relationships with strategic partners.
     Page 37




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##### 



We are dependent on relationships with our suppliers.
  We are dependent on our relationship with Cummins for CWI revenues and profits.
  Our limited production trials, commercial launch activities and field tests could encounter
problems.
   Page 38




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##### 



We may have difficulty managing the expansion of our operations.
  Warranty claims could diminish our margins.
   We could become subject to product liability claims.
  We could become liable for environmental damages resulting from our research, development or
manufacturing activities.
   Page 39




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##### 



We have foreign currency risk.
  We could lose or fail to attract the personnel necessary to run our business.
  If we do not properly manage foreign sales and operations, our business could suffer.
  We may not realize the anticipated benefits from joint ventures, investments or acquisitions.
   Page 40




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##### 



Risks Related to our Common Shares
 Our Common Share price may fluctuate.
  We do not currently intend to pay any cash dividends on our Common Shares in the foreseeable future
and therefore our shareholders may not be able to receive a return on their Common Shares until
they sell them.
  If we are characterized as a passive foreign investment company (PFIC), U.S. holders may be
subject to adverse U.S. federal income tax consequences.
   Page 41




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##### 



As a foreign private issuer, we are subject to different U.S. securities laws and rules than a
domestic U.S. issuer, which may limit the information publicly available to our U.S. shareholders.
  We may lose our foreign private issuer status in the future, which could result in significant
additional costs and expenses to us.
  AUDIT COMMITTEE MATTERS
 MANDATE OF THE AUDIT COMMITTEE
   Page 42




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##### 



Composition of the Audit Committee
  FinanciallyName
    
    Independent?
    
    Literate?
    
    Relevant Education and ExperienceHenry F. Bauermeister Jr.
(Chair)
    
    Yes
    
    Yes
    
    Mr. Bauermeister is a Certified
Public Accountant and received
his bachelors degree from the
University of Nebraska where he
majored in Accounting and
minored in Economics. Mr.
Bauermeister has held a number
of financial positions within
Cummins including the Group
Controller position for the
Components Group.John A. Beaulieu
    
    Yes
    
    Yes
    
    Mr. Beaulieu holds a Bachelor of
Commerce degree and a Masters of
Business Administration degree,
both from Santa Clara University
of California. As a co-founder
of Cascadia Pacific Management,
LLP, a venture capital fund, Mr.
Beaulieu has significant
experience in the analysis and
evaluation of financial results.
He has been actively involved in
finding, financing, and growing
more than 70 emerging
technology-based companies since
1986. In addition, during Mr.
Beaulieus business career he
has held general management
positions with a number of
companies, including President
of Steelcraft Corp, Evans
Products Company and Ford Motor
Company.M.A. (Jill) Bodkin
    
    Yes
    
    Yes
    
    Ms. Bodkin has been Chair and
Chief Executive Officer of
Golden Heron Enterprises since
1996. From 1987 to 1996, Ms.
Bodkin was with Ernst & Young as
a Corporate Finance Partner,
advising on financing technology
companies and capital projects
in North America and Asia.
After her early career in trade
and finance in Ottawa, in 1981
Ms. Bodkin became British
Columbias first woman Deputy
Minister, responsible for
financial institutions, and
later, Founding Chair of the
British Columbia Securities
Commission. Ms. Bodkin is a
Governor and former Chair of the
Vancouver Board of Trade, as
well as a former member of the
boards of directors of the
Laurentian Bank of Canada and
KCTS 9 Television. Ms. Bodkin
is a member of the Oversight
Council for the Canadian
Institute of Chartered
Accountants and has held
numerous other positions on
public and private boards of
directors.Dezsö J. Horváth
    
    Yes
    
    Yes
    
    Dr. Horváth obtained his Masters
of Business Administration and a
PhD in Policy and Organisational
Behaviour from the University of
Umea, Sweden. Dr. Horváth holds
the Tanna H. Schulich Chair in
Strategic Management at the
Schulich School of Business at
York University in Toronto,
Ontario, where he has taught
since 1977. Through his academic
background and responsibilities
as the Dean of the Schulich
School of Business, Dr. Horváth
has acquired significant
financial experience relating to
accounting and financial issues.
Dr. Horváth is / has been a
member of a number of boards in
both the public and private
sector.
 Reliance on Certain Exemptions
  Audit Committee Oversight
  Pre-Approval of Policies and Procedures
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NON-AUDIT SERVICES
  EXTERNAL AUDITORS SERVICE FEES
  Years ended March 312009
    
    
    2008Audit Fees
    
    $
    368,600
    
    
    $
    247,040Audit Related Fees
    
    $
    7,350
    
    
    $
    9,800Tax fees
    
    $
    66,847
    
    
    $
    55,162All Other Fees
    
    $
    Nil
    
    
    $

    NilTotal
    
    $
    442,797
    
    
    $
    312,002
 Audit Fees
  Audit-Related Fees
  Tax Fees
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All Other Fees
  ADDITIONAL INFORMATION
 LEGAL PROCEEDINGS
  INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
   TRANSFER AGENT AND REGISTRAR
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MATERIAL CONTRACTS
 Debenture Units
   (i)
    
    Senior Indebtedness, as defined in the Note Indenture;
 (ii)
    
    unsecured Debt ranking pari passu with the debentures in an aggregate principal amount
not to exceed $20,000,000 outstanding at any time;
 (iii)
    
    guarantees of outstanding Debt of other persons provided that the aggregate
outstanding principal amount of pari passu Debt permitted pursuant to paragraph (ii) above
together with the outstanding principal amount of any Debt of other persons guaranteed by
Westport does not exceed $30,000,000 at any time; and
 (iv)
    
    Debt which is expressly subordinated to and postponed in favour of the debentures.
  Canadas Industrial Technologies Office (formerly Technology Partnerships Canada or TPC)
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Perseus, L.L.C.
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##### 



Matco Capital Ltd.
    Amended and Restated Joint Venture Agreement
 http://www.sedar.com
 INTERESTS OF EXPERTS
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##### 



ADDITIONAL INFORMATION
 http://www.sedar.com
  http://www.sedar.com
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##### 



SCHEDULE A
 AUDIT COMMITTEE CHARTER
 Purpose
  
    
    the integrity of financial statements, managements discussion and analysis (MD&A)
and other information provided to shareholders and others;
 
    
    the adequacy and effectiveness of the system of internal controls, implemented and
maintained by Westport management (Management);
 
    
    the understanding of risks, specifically around financial reporting;
 
    
    the promotion of legal and ethical conduct; and
 
    
    the independence, qualifications, and performance of the external auditors.
 Authority
   Composition
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##### 



Meetings
    The Committee is charged with the following specific responsibilities:
 1.
    
    The Committees Relationship with the External Auditors
  
    
    the external auditor to be nominated for the purpose of preparing or issuing an
auditors report or performing other audit, review or attest services for the issuer;
 
    
    the retention of such external auditor; and
 
    
    the compensation of the external auditor.
   
    
    approving the audit scope;
 
    
    reviewing the results of their work;
 
    
    pre-approving any non-audit services or delegating such authority to the Audit
Chair;
 
    
    evaluating the performance of the external auditors; and
 
    
    resolving any disagreements between Management and the external auditors regarding
financial reporting.
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2.
    
    Oversight of Risk Management Processes
 .
 
    
    have the primary oversight role with respect to identifying and monitoring the
management of principal financial risks that could impact the financial reporting of
Westport; and
 
    
    assess, as part of its oversight of the system of internal controls , the
effectiveness of the overall process for identifying principal business risks and
provide its view to the Board.
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##### 



3.
    
    Oversight of Internal Control
 
   4.
    
    Oversight of Continuous Disclosure Reporting
  
    
    the quarterly and annual financial statements, MD&A and earnings press releases to
ensure that all disclosures are in compliance with regulatory requirements, public
financing documents or prospectuses; and
 
    
    other timely disclosure documents containing financial information that would likely
be material to either the quarterly or annual financial statements.
  
    
    all critical accounting policies and practices used or to be used by Westport, and
changes in the selection and application of accounting principles.
 
    
    significant financial reporting issues that have arisen in connection with the
preparation of such audited financial statements;
 
    
    analyses prepared by Management, and/or the external auditors setting forth
significant financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the effects of
alternative GAAP methods on the financial statements; and
 
    
    the effect of emerging regulatory and accounting initiatives.
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##### 



.
 5.
    
    Related Companies Financial Results
  6.
    
    Other Responsibilities
 A.
    
    Review of Charter. The Committee shall review and reassess the
adequacy of this charter at least annually and recommend to the board of directors any
amendments or modifications to its charter that the Committee deems appropriate. The
Committee shall also prepare and disclose a summary of its mandate to shareholders.
 B.
    
    Annual Performance Evaluation. At least annually, as part of the Board
self-assessment process, the Committee shall evaluate its own performance and report
the results of such evaluation to the board of directors.
 C.
    
    Annual Communication Regarding Significant Disagreements. The
Committee shall annually inform the external auditors and Management that they should
promptly contact the Committee or its Chairman about any significant issue or
disagreement related to the system of internal controls and financial reporting.
 D.
    
    Annual Review of Transactions Involving Directors and Officers. The
Committee shall annually review a summary of the Directors and Executive Officers
travel and entertainment expenses, related party transactions and any conflicts of
interest.
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www.westport.com
  Page 55