Oil Refineries Announces Results for Third Quarter and First Nine Months of 2009

By Oil Refineries Ltd., PRNE
Tuesday, November 10, 2009

HAIFA, Israel, November 11 -

    - Consolidated Quarterly net Income Reaches $100 Million, Compared Break
      Even in Third Quarter 2008;



    - Consolidated net Income for the Nine Months Reaches $167 Million

    - Adjusted Refining Margin Totals USD/bbl 8.1 Compared to Reuters'
      Mediterranean Ural Cracking Margin Benchmark of USD/bbl 1.6;

    - Refining Capacity Increases to 197 kbpd, up From 180 kbpd, Following
      Upgrade of Largest Crude Unit;

    - Continue to Prepare for Merger of Carmel Olefins With ORL; Following
      General Meeting Approval and Completion of Transaction -- ORL will
      Wholly-own Carmel Olefins

Oil Refineries Ltd. (TASE: ORL.TA) ("Oil Refineries" or the
"Company") announced today its financial results for three and nine month
periods ending September 30, 2009. Results reported in US Dollars and under
International Financial Reporting Standards (IFRS).

    - Adjusted refining margin USD/bbl 8.1, compared to USD/bbl
      1.6 average Reuters' quoted Mediterranean Ural Cracking Margin

    - Adjusted refining and trading segment EBITDA totaled $55
      million, compared to a $83 million in nine months 2008

    - Polymer sector EBITDA totaled $17 million, an increase from
      the $16 million in last year

    - Aromatic sector EBITDA totaled $8 million, an increase from
      the $7 million in last year

    - Consolidated net income of $100 million, compared to break
      even in the first nine months 2008

As accepted by major leading international refiners and
marketers of oil and its products, the results are presented as reported as
well as net of the accounting provision for inventory gains or write offs, in
addition to buying and selling timing and derivative accounting method under
IFRS. This, in order to enable a common base for comparison of the Company's
ongoing operations.

Volatility in Global Fuel Prices and Refining Margins

The increase in crude oil prices had a substantial impact on
the Company's results during the reporting period. The Company maintains a
basic un-hedged inventory of 600,000 tons of crude oil. The change in the
value of this inventory does not draw a cash flow impact on the Company,
therefore the Company reports its operating results net of these and other
factors as outlined below.

As of September 2009 the Company hedges its basic inventory by
means of options for the instance of a significant decline in crude oil
prices.

Third Quarter 2009 Results

Adjusted refining margin for the third quarter of 2009 totaled
USD/bbl 8.1 (USD/ton 60.1), compared to the average Mediterranean Ural
Cracking Margin quoted by Reuters for the third quarter 2009 of USD/bbl 1.6
(USD/ton 11.0). Adjusted refining margin for the third quarter 2008 totaled
USD/bbl 8.1 (USD/ton 58.9). The Company estimates that the adjusted refining
margin for the quarter was substantially higher than the regional "Ural"
benchmark for several reasons: the completion of unit upgrades, differences
in the refined crude oil mix as compared to the "Ural", full capacity
activation of downstream units despite the decline in refining throughput due
to the periodic turnaround of the largest crude unit and crossover impacts
between quarters in volatile environment.

Utilization rate for the third quarter totaled 76.5%, compared
to 92.5% in the same period last year. The decline in utilization rate is
mainly due to the periodic turnaround of the Company's largest crude unit.

Refining and Trading sector adjusted EBITDA totaled $55
million
in the third quarter of 2009, compared to $83 million in the
comparable period last year.

Polymer Segment EBITDA, conducted through 50%-held Carmel
Olefins, totaled $17 million in the third quarter of 2009, compared to $16
million
in the comparable period last year.

Aromatic Segment EBITDA, conducted through wholly-owned Gadiv
Petrochemical Industries, increased to $8 million in the third quarter of
2009, compared to $7 million in the comparable period last year.

Finance expense for the third quarter of 2009, on a
consolidated basis, totaled $17 million, compared to a $52 million finance
expense in the third quarter of last year. The decline in finance expenses
resulted from the fair value adjustment of financial derivatives, as accepted
under IFRS accounting standard, as well as from the decline in interest
expenses, resulting from the lower LIBOR rate. Furthermore the Company
generated an income on its traded securities' portfolio.

Taxes on Income: As a result of the Israeli "Economic
Efficiency Law" which determined, among others, the gradual reduction in the
corporate tax rate to 18% in 2016 and onwards, the Company's deferred tax
liabilities were reduced resulting in the Company recording a related tax
income of approximately $36 million.

Consolidated net income for the third quarter of 2009 totaled
$100 million, compared to break even in the third quarter last year.

Nine Month 2009 Results

Adjusted refining margin for the nine months of 2009 totaled
USD/bbl 4.9 (USD/ton 36.0), compared to the average Mediterranean Ural
Cracking Margin quoted by Reuters for the period of USD/bbl 2.1 (USD/ton
15.0). Adjusted refining margin for the comparable period last year totaled
USD/bbl 5.7 (USD/ton 41.7).

Utilization rate for the first nine months totaled 81.7%,
compared to 91.0% in the same period last year. The decline in utilization
rate is mainly due to the periodic turnaround of the Company's main crude
unit.

Refining and Trading sector adjusted EBITDA totaled $95
million
in the first nine months of 2009, compared to $134 million in the
comparable period last year. The year over year decline mainly followed
lowering refined volumes resulting from the periodic shutdown of the
Company's main refining unit paired with the lower refining margins. This was
partially offset by the proactive decrease in operating expenses.

Polymer Segment EBITDA increased to $28 million in the nine
months of 2009, compared to $19 million in the comparable period last year.
The increase resulted primarily from higher quantities sold, offset by a
decline in product margins.

Aromatic Segment EBITDA totaled $26 million in the nine months
of 2009, compared to $30 million in the comparable period last year.

Finance expense for the nine months of 2009, on a consolidated
basis, totaled $8 million, compared to an $88 million finance expense in the
third quarter of last year. The decline in finance expenses resulted
primarily for the fair value adjustment of financial derivates as accepted
under IFRS accounting standards, as well as a decline in interest payments
resulting from the lower LIBOR interest rate.

Taxes on Income: As a result of the Israeli "Economic
Efficiency Law" which determined, among others, the gradual reduction in the
corporate tax rate to 18% in 2016 and onwards, the Company's deferred tax
liabilities were reduced resulting in the Company recording a related tax
income of approximately $36 million.

Consolidated net income for the nine months of 2009 totaled
$167 million, compared to $74 million in the nine months last year.

Significant Recent Developments

Agreement to acquire the entire holdings of Israel
Petrochemical Enterprises in Carmel Olefins ("CAOL"): On October 27, 2009 the
Company signed an agreement with Israel Petrochemical Enterprises ("IPE")
under which IPE will sell to the Company its entire shareholding in CAOL,
representing 50% of CAOL's issued and outstanding share capital, in such a
manner that following the acquisition, the Company will hold 100% of CAOL's
issued share capital. In return for the acquired CAOL shares, the Company
will issue 431,610,944 ordinary shares to IPE, representing, after the
allocation (undiluted), 17.75% of the Company's issued share capital. The
acquisition of CAOL's entire share capital will enable the Company to take
advantage of potential inherent synergies between the refining, aromatic and
polymer industries, enabling total optimization of the production process in
the three plants - ORL, CAOL and Gadiv, through joint planning of crude oil
and feedstock purchases, optimized manufacturing and materials allocation to
the plant where it will achieve the highest added value.

Mild Hydrocracker - In May 2009 the Company completed, and
activated, the first phase of the HVGO desulphurization plant conversion into
a mild hydrocracker. Subsequently the unit started contributing to added
value by increasing gasoil production capacity by 2% per annum — an even
higher rate than initially forecast. The Company is currently bringing
forward the second stage of the project, which is expected to further
increase capacities by the same level as the first stage.

Periodic Turnaround and Upgrade of Crude Unit 4 - The
turnaround and upgrade of the largest crude unit was completed at the end of
July 2009. This upgrade enables the Company to refine a broader range of
regional crudes, capturing higher refining margins. With the commissioning of
the upgraded unit, the refinery's capacity has increased from 180,000 barrels
per day to approximately 197,000 barrels per day.

Full Hydrocracker - As part of the strategic plan, under which
a 25 kbpd hydrocracker was approved, the Company is now finalizing the
financing package.

Efficiencies - The Company adopted a comprehensive efficiency
work plan for 2009. Under the plan, the Company has substantially reduced
ongoing operating expenses and intends to continue to implement efficiencies
and cost savings in the coming quarters.

Mr. Yashar Ben Mordechai, CEO of Oil Refineries: "Oil
Refineries continues to present refining margins consistently higher than the
regional benchmark. The measures recently implemented, including the
conversion and upgrade of units, substantially contributed to our flexibility
and to the added value of the plant. We are witnessing an increase in demand,
primarily for transportation fuels in the local market. However, we continue
to feel the impact of the global economic slowdown. The global economic
recovery is key to driving demand, and as such we are positioning ourselves
to take advantage of this opportunity to the maximum. The acquisition of CAOL
will enable us to immediately leverage synergies through the optimization of
activities, including optimal long term investment planning. The unique
integration dynamics of our fuels industry with the aromatic and polymer
industries, offers us an advantage in the competitive landscape. This
optimization includes all areas of refining, petrochemicals and trade, and
will enable us to generate higher added values for each raw material. The
merger will enable us to better leverage our advantages and market, in
tandem, fuels, polymers and aromatic products based on demand from the local
and international markets."

Mr. Ben Mordechai added that "Our current operating market
dictates even more accelerated efficiency measures, though these measures do
not relate to downsizing, but rather to increasing in-house activities while
reducing outsourcing to contractors."

Mr. Yossi Rosen, Chairman of the Board of Oil Refineries: "Oil
Refineries operates in a highly volatile market and stands strong both its
flexibility and response time in all areas of purchasing, trade and
manufacturing optimization. The Company continues to implement its strategic
plan with a view to enhancing its core businesses, preserving a relatively
high EBITDA due to ongoing efficiency measures and declining overheads.
Furthermore, the CAOL ORL merger serves as a focal point in the strategic
plan to expand Oil Refineries' activities in the petrochemical areas while
taking advantage of synergies to improve profitability and leverage, with a
view to presenting long term growth. Once the transaction is completed, ORL
will be unique in the East Mediterranean, integrating the capabilities of the
petrochemical industries with its refining industry.

Mr. Rosen further commented on the delays in bringing the
natural gas pipeline to the Haifa Bay: "Bringing the natural gas pipeline to
the Haifa Bay is critical to the continued development of Northern Israel's
industry, and this includes the Haifa bay area. The Israeli Government must
move swiftly to fulfill its promise and complete the gas pipeline. The
company and its subsidiaries have invested hundreds of millions of Shekels to
prepare for the reception of the natural gas for immediate use, and following
these substantial investments, which were based on the Governments' promises,
they do not intend to invest in alternative means to reduce emissions."

Conference Call

The Company will also be hosting a conference call later today
at 8:30am ET, 1:30pm UK time.

On the call, management will present a presentation reviewing
the third quarter and first nine months 2009 highlights and industry trends.
The presentation is available for download from the Company's website
www.orl.co.il: Investor Relations > Financial Reports.

To participate in the conference call, please call one of the
following teleconferencing numbers. Please begin placing your calls at least
10 minutes before the conference call commences. If you are unable to connect
using the toll-free numbers, please try the international number.

US Dial-in Numbers: 1-800-994-4498

UK Dial-in Number: 0-800-917-9141

Israel Dial-in Number: 03-918-0644

International Dial-in Number: +972-3-918-0644

at: 8:30am Eastern Time, 5:30am Pacific Time; 1:30pm UK, 3:30pm Israel

A replay of the call will be available, after the call, on the
Company's website at www.orl.co.il.

About Oil Refineries Ltd.

Oil Refineries Ltd. (ORL), located in the bay area of the city
of Haifa, operates Israel's largest oil refinery. ORL operates sophisticated
and state-of-the-art industrial facilities with refining capacity of 9.8
million tons of crude oil per year, with 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 is also active in the area of Polymers and Aromatics through its
holdings in Carmel Olefins Ltd and Gadiv Petrochemical Industries Ltd. The
Company also provides power and heat services to industrial customers in the
Haifa Bay, as well as infrastructure services. Oil Refineries' major
shareholders are the Israel Corporation and Israel Petrochemical Enterprises,
both public companies listed on the Tel Aviv Stock Exchange. 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.

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.

Oil Refineries Ltd.

Condensed Consolidated Interim Statements of Financial Position

In thousand US Dollars

                                              As at
                                              September   September December
                                              30, 2009    30, 2008  31, 2008
                                              (Unaudited)           (Audited)
    Current assets
    Cash and cash equivalents                    7,468      26,333    14,840
    Deposits                                    77,247           -    25,000
    Derivatives at fair value through profit       522       3,106    15,374
     or loss
    Investments in other financial assets at
     fair value through profit or loss         108,588     131,320   101,509
    Trade receivables                          312,088     517,815   253,215
    Other receivables                           79,491     121,868    82,642
    Inventory                                  868,216   1,150,429   569,407
    Current tax assets                          46,530      30,129    42,047
    Total current assets                     1,500,150   1,981,000 1,104,034

    Non-current assets
    Investments in equity-accounted investees   35,844      40,197    36,005
    Investments in available-for-sale
     financial assets (*)                       10,510           -         -
    Loan to Haifa Early Pensions Ltd.           73,126      93,864    84,740
    Long term loans and debit balances           2,965       4,885     2,606
    Derivatives at fair value through profit
     or loss                                   112,975     103,706    64,369
    Employee benefit plan assets                 5,877       6,689     5,007
    Property, plant and equipment            1,161,698   1,066,178 1,083,446
    Intangible assets and deferred expenses,    24,992      24,816    25,170
    net
    Total non-current assets                 1,427,987   1,340,335 1,301,343

    Total assets                             2,928,137   3,321,335 2,405,377

(*) See Note 8 F to the Company's financial statements for the periods
ending September 30, 2009

Oil Refineries Ltd.

Condensed Consolidated Interim Statements of Financial Position (cont.)

In thousand US Dollars

                                            As at
                                            September   September December
                                            30, 2009    30, 2008  31, 2008
                                            (Unaudited)           (Audited)
    Current liabilities
    Loans and credit                          488,394    387,307   380,339
    Trade payables                            427,229    536,240   270,594
    Other payables                             81,997    160,155(*) 70,971(*)
    Derivatives at fair value through profit
     or loss                                   26,954      3,398     1,853
    Provisions                                 14,385     30,994    12,949
    Total current liabilities               1,038,959  1,118,094   736,706

    Non-current liabilities
    Debentures                                736,253    817,816   726,554
    Bank loans (**)                           272,074    381,265   233,749
    Liabilities for finance lease               8,816      9,452     8,448
    Other long-term liabilities                 7,581      8,964     7,394
    Derivatives at fair value through profit
     or loss                                    5,558        732     6,900
    Employee benefits                          50,967     70,760(*) 67,930(*)

    Liabilities for deferred taxes (***)       66,664    125,600    65,827
    Total non-current liabilities           1,147,913  1,414,589 1,116,802

    Total liabilities                       2,186,872  2,532,683 1,853,508

    Capital
    Share capital                             472,478    472,478   472,478
    Capital reserves                           34,919     21,015    20,953
    Retained earnings                         233,868    295,159    58,438
    Total capital                             741,265    788,652   551,869

    Total liabilities and capital           2,928,137  3,321,335 2,405,377

(*) Reclassified, see Note 2 D(1) to the Company's financial statements
for the periods ending September 30, 2009

(**) See Note 8 H to the Company's financial statements for the periods
ending September 30, 2009

(***) See Note 8 P to the Company's financial statements for the periods
ending September 30, 2009

Oil Refineries Ltd.

Condensed Consolidated Interim Statements of Comprehensive Income

In thousand US Dollars

                           Nine months ended     Three months ended      Year
                              September 30          September 30        ended
                                                                     December
                                                                           31
                             2009       2008       2009      2008        2008
                               (Unaudited)           (Unaudited)    (Audited)

    Revenue             3,647,109  6,981,424  1,454,708 2,624,665   8,257,458

    Cost of sales,
    refinery and
    services            3,360,451  6,738,068  1,340,590 2,574,325   8,324,149
    Revaluation of open
    transactions in
    derivatives on
    prices of goods and
    margins, net           39,395      2,087    (8,468)  (31,456)     (7,465)
    Total cost of sales 3,399,846  6,740,155  1,332,122 2,542,869   8,316,684

    Gross profit (loss)   247,263    241,269    122,586    81,796    (59,226)

    Selling expenses       31,275     32,215     13,425    11,029      40,582
    General and
    administrative
    expenses               42,144     58,610     15,470    17,959      67,061
    Negative goodwill
    arising on
    acquisition                 -   (14,535)          -     (692)    (14,535)
    Loss from the loss
    of material impact
    in a former
    equity-accounted
    investee (**)           7,091          -          -         -           -

    Operating profit
    (loss)                166,753    164,979     93,691    53,500   (152,334)

    Financing revenue      62,390     56,298(*)  18,119  (25,863)(*)   64,979
    Financing expenses   (70,275)  (145,441)(*)(34,477)  (25,702)(*)(126,034)
    Financing expenses,
    net                   (7,885)   (89,143)   (16,358)  (51,565)    (61,055)
    Group's share in
    profits (losses) of
    equity accounted
    investees, net of
    tax                     4,711        437        873   (3,289)     (3,111)
    Profit (loss)
    before taxes on
    income                163,579     76,273     78,206   (1,354)   (216,500)
    Tax benefits (taxes
    on income)              3,149    (2,754)     21,912     1,396     107,292

    Net profit (loss)
    for the period        166,728     73,519    100,118        42   (109,208)

    Other components of
    comprehensive
    income
    Actuarial gains
    (losses) from a
    defined benefit
    plan, net               8,702    (5,050)     2,023    (4,885)     (9,318)
    Foreign currency
    translation
    differences for
    foreign operations        168      (867)       195    (1,086)     (1,078)
    Group's share of
    other comprehensive
    income of an equity
    accounted investee
    (**)                   10,433   (10,339)         -        751    (10,433)
    Change in fair
    value of
    available-for-sale
    financial assets,
    net of tax (**)         1,777          -       954          -           -
    Other comprehensive
    income for the
    period, net of tax     21,080   (16,256)     3,172    (5,220)    (20,829)

    Comprehensive
    income for the
    period                187,808     57,263   103,290    (5,178)   (130,037)

    Earnings (loss) per
    share (USD)
    Basic and diluted
    earnings (losses)
    per ordinary share      0.083      0.037     0.050     (****)     (0.055)

(*) Reclassified, see Note 2 D (2) to the Company's financial statements
for the periods ending September 30, 2009

(**) See Note 8 F to the Company's financial statements for the periods
ending September 30, 2009

(***) See Note 8 P to the Company's financial statements for the periods
ending September 30, 2009

(****) Less than $0.001 to the Company's financial statements for the
periods ending September 30, 2009

Due to first-time adoption of the revised IAS 1 commencing from January
1, 2009
in these financial statements, the presentation format of the
statement of comprehensive income was changed. See also Note 3A (1) for a
description of first-time adoption of the new standards.

Oil Refineries Ltd.

Selected Pro-forma Consolidated Data from the Report of the Board of
Directors on the State of the Corporation's Affairs for the Period

In millions US Dollars

                              Refining          Trade

                          Nine months ended September 30

                          2009       2008     2009  2008

    Revenue              2,683      5,822      422   348
    Inter-company
     operations            324        576       29    21
    Total revenue        3,007      6,398      451   369

    Cost of sales        2,797      6,182      449   360
    Inter-company
     operations             30         45        -     -
    Total cost of
     sales               2,827      6,227      449   360

    Gross profit
     (loss)                180        171        2     9

    Selling,
     general and
     administrative
     expenses               35         51        2     1
    Inter-company
     operations              -          -        -     -
    Operating
     profit (loss)
     for segments          145          120      -     8

    Negative goodwill arising on
     acquisition
    Loss from the loss of
     material impact in a
     former equity-accounted
     investee
    Operating
     profit

    Financing
     expenses
    Share in profits of
     equity-accounted investees
    Profit before income tax
    Income tax
    Net profit

Table continued below

                                                  Petrochemicals
                                            Polymers          Aromatics

                                            Nine months ended September 30

                                           2009     2008     2009      2008

    Revenue                                 289      382      253       429
    Inter-company
     operations                               -        -       30        45
    Total revenue                           289      382      283       474

    Cost of sales                           146      158        8        40
    Inter-company
     operations                             116      204      234       389
    Total cost of
     sales                                  262      362      242       429

    Gross profit
     (loss)                                  27       20       41        45

    Selling,
     general and
     administrative
     expenses                                17       18       19        21
    Inter-company
     operations                               2        3        1         1
    Operating
     profit (loss)
     for segments                             8       (1)      21        23

    Negative goodwill arising on
     acquisition
    Loss from the loss of
     material impact in a
     former
     equity-accounted
     investee
    Operating
     profit

    Financing
     expenses
    Share in profits of
     equity-accounted investees
    Profit before income tax
    Income tax
    Net profit

Table Continued Below

                                          Adjustments to
                                           consolidated     Consolidated

                                          2009      2008    2009     2008

    Revenue                                  -         -   3,647    6,981
    Inter-company
     operations                           (383)     (642)      -        -
    Total revenue                         (383)     (642)  3,647    6,981

    Cost of sales                            -         -   3,400    6,740
    Inter-company
     operations                           (380)     (638)      -        -
    Total cost of
    sales                                 (380)     (638)  3,400    6,740

    Gross profit
    (loss)                                  (3)       (4)    247      241

    Selling,
     general and
     administrative
     expenses                                -         -      73       91
    Inter-company
     operations                             (3)       (4)      -        -
    Operating
     profit (loss)
     for segments                            -         -     174      150

    Negative goodwill arising on
     acquisition                                               -       15
    Loss from the loss of
     material impact in a
     former
     equity-accounted
     investee                                                 (7)       -
    Operating
     profit                                                  167      165

    Financing
     expenses                                                 (8)     (88)
    Share in profits of
     equity-accounted investees                                5        -
    Profit before income tax                                 164       77
    Income tax                                                 3       (3)
    Net profit                                               167       74
    Company Contact:

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

    Investor Relations Contact:
    Ehud Helft \ Fiona Darmon
    GK Investor Relations
    Tel. (US) +1-646-797-2868 \ (Int.) +972-52-695-4400
    info@gkir.com

Company Contact: Rony Solonicof, Chief Economist and Head of Investor Relations, Tel. +972-4-878-8152, ContactIREn at orl.co.il. Investor Relations Contact: Ehud Helft \ Fiona Darmon, GK Investor Relations, Tel. (US) +1-646-797-2868 \ (Int.) +972-52-695-4400 info at gkir.com

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