Oil Refineries Announces Extraordinary General Meeting

HAIFA, Israel, November 7, 2011 -

Oil Refineries Ltd. (TASE: ORL.TA) (hereinafter “the Company,” “ORL”), Israel’s largest integrated refining and petrochemical group, announced its decision to convene an Extraordinary General Meeting of its shareholders on December 8, 2011 at 11:00 a.m. at the Company’s offices on the 26^th floor of the Square Tower in the Azrieli Towers Complex, 132 Menahem Begin Street, Tel Aviv, at which the agenda will include, inter alia, proposed resolutions to engage in transactions with Mr. David Federman, Deputy Chairman of the Company’s Board of Directors, and one of its controlling shareholders (indirectly), as detailed below:

1.    Condensed description of the transactions and their main terms

1.1    Approval of the terms of compensation of Mr. David Federman as Deputy Chairman of the Company’s Board of Directors and the Chairman of Carmel Olefins Ltd. (”CAOL“) who also serves as a director in other subsidiaries of the Company, and serves in various committees of the Company’s Board of Directors - including the Executive Committee, in a full time position.

1.2    Amendment to the Letter of Undertaking for indemnity given to Mr. David Federman, in a wording as amended regarding the other officers of the Company, subject to the approval of the amendment to the Company’s Articles, on the subject of insurance and indemnity of officers, as set forth in Clause 2.2 below.

2.    Convening an Extraordinary General Meeting

A Special General Meeting of shareholders of the Company will convene on December 8, 2011 at 11:00 a.m. at the Company’s offices on the 26^th floor of the Square Tower in the Azrieli Towers Complex, 132 Menahem Begin Street Tel Aviv.

Subjects on the agenda and the condensed proposed resolutions

2.1    The approval of the engagement in the Agreement with the private company owned by Mr. David Federman and his family relating to his tenure as Deputy Chairman of the Company’s Board of Directors, as Chairman of the Board of Directors of Carmel Olefins, his serving as a director in other subsidiaries of the Company, and his membership in various committees of the Company’s Board of Directors, including the Executive Committee - all as set forth in Clause 1.1 above.

2.2    Approval of the amendment of the Company’s Articles on the subject of insurance and indemnity of officers, as detailed in the wording of section 150 and 153 to the amended articles attached to the Transaction Report.

2.3    Approval of the amendment to the Company’s Articles not on the subject of insurance and indemnity of officers, as detailed in the version of the amended Articles attached to the transaction report (not including sections 150 and 153 to the amended Articles which relate to insurance and indemnity of officers).

2.4    Subject to the approval of the resolution detailed in Clause 2.2, approval of the amendment to the wording of the Letters of Undertaking for Indemnity granted to the Company’s officers, excluding controlling shareholders in the Company who also serve as officers, as appear in the version of the Letter of Undertaking for Indemnity attached to the Transaction Report.

2.5    Subject to the approval of the resolution detailed in Clause 2.2, approval of the amendment to the Letter of Undertaking for Indemnify regarding Mr. David Federman, a controlling shareholder (indirectly) in the Company, who services as an officer in it, in the wording as apply to the other directors in the Company, as detailed in the version attached to the Transaction Report.

The majority required to pass the resolution

2.6    In order to approve the subjects mentioned in Clauses 2.3 and 2.4 of the agenda, a regular majority is required of all the votes of shareholders present at the General Meeting, who are entitled to vote and who voted.

2.7    In order to approve the subjects mentioned in Clauses 2.1, 2.2 and 2.5 of the agenda, one of the following conditions must be met in additional to the regular majority: a. the majority at the General Meeting will include at least a majority of all votes of shareholders who are not personally interested in passing the resolution and who participated in the vote; b. the total votes opposing the resolution, among these shareholders mentioned in sub clause a. above, will not exceed a rate of 2% of all voting rights in the Company.

A convenience translation of the full Transaction Report will be available in the Company’s internet site under the heading “Investors Relations” “Company Releases” sometime during the week of November 7, 2011.

Additional reporting

On October 31, 2011 the Company published a report on a decision to update the compensation paid to expert directors. The convenience translation of this report will be available in the Company’s internet site under “Investors Relations” “Company’s Releases” sometime during the week of November 7, 2011.

About Oil Refineries Ltd.

Oil Refineries Ltd. (ORL), located in the bay area of the city of Haifa, operates Israel’s largest integrated refining and petrochemical group. It is one of the leading refineries in the Eastern Mediterranean area and integrates, on-site, petrochemical businesses. ORL runs sophisticated and state-of-the-art industrial facilities with a refining capacity of 9.8 million tons of crude oil per year and a Nelson Complexity Index of 7.4, providing a variety of quality products used in industrial operation, transportation, private consumption, agriculture and infrastructure. The Company’s petrochemical sector produces Polymers (through its ownership of Carmel Olefins Ltd), Aromatics (through its ownership of Gadiv Petrochemical Industries Ltd), and Lube-Oils (through its ownership of Haifa Basic Oils Ltd). The Company’s shares are listed on the Tel Aviv Stock Exchange under the ticker ORL. For additional information please visit www.orl.co.il.

ORL is controlled by the Israel Corporation Ltd. and Israel Petrochemical Enterprises Ltd., both public companies whose shares are traded on the Tel Aviv Stock Exchange.

The above noted in this release includes forward-looking statements based on Company data, as well as Company plans and estimations based on this data. The activity, results and other data may be substantially different in reality given uncertainty and various risks, including those discussed under risk factors in the Company’s financial statements and Director’s reports.

Company Contact:
Rony Solonicof
Chief Economist and Head of Investor Relations
Tel. +972-4-878-8152
 IREn@orl.co.il  

Investor Relations Contact:
Ehud Helft / Porat Saar
CCG Israel
Tel. (US) +1-646-233-2161 / (Int.) +972-52-776-3687
 info@ccgisrael.com

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