Oil Refineries Responds to Change in its Credit Rating

By Oil Refineries Ltd, PRNE
Wednesday, March 24, 2010

HAIFA, Israel, March 25, 2010 - Oil Refineries Ltd. (TASE: ORL.TA) (the "Company" or "ORL"),
Israel's largest oil refiner, announced that on March 25th, 2010
Standard and Poor's Maalot ("Maalot") downgraded the

Company's debentures (Series A, B and C as well as untraded
debentures) from ilA/Negative to il A-/Stable. The full Maalot report is
available in Hebrew on the Company's website under Investor Relations -
Company Releases. The English version will be available next week.

The Company requests to emphasize that in July 2009, after
discussing the company's credit rating while it was on the Watch List, Maalot
decided not to change the rating. From that time, the company's business
situation and general economic environment, have substantially improved. In
addition, the Company's investment outlook in the coming years in
implementing the company's strategic plan, takes into account that according
to the terms of the debentures (Series A - C), most of the payments and
repayment of the bonds will begin in 2012, the date at which the company
expects to receive a large cash contribution to investments.

Since being removed from the watch list, the following
positive developments have occurred:

    - The company completed two significant projects within its
      strategic plan, which boosts its refining margins: Increasing refining
      flexibility of Crude Unit 4 and stage 1 of the conversion of HVGO
      desulphurization plant into a mild hydrocracker.

    - The company reported higher refining margins in the second
      half of 2009. Also, the company reported significantly higher refining
      margins in 2009 compared with those prevailing in the industry.

    - In the first quarter of 2010 there was a significant rise in
      regional and worldwide refining margins, as reported by international
      agencies.

    - Finalization of $900 million financing program to continue
      carrying out the Company's strategic plan and meet its capital needs.
      This was done after the Company's debt repayment abilities were
      reviewed by the financing bodies.

    - The company acquired the remaining shares of Caramel Olefins
      Ltd., thus merging its petrochemicals of and fuel activities. The
      Company believes that the petrochemical activities, composed of
      polymers and aromatics, operate on a different business cycle from the
      refining activities, thus reducing company's business risks.

    - The Company completed the acquisition of the remaining
      shares of Haifa Basic Oils Ltd, adding oils and waxes to its
      petrochemicals segment. The merger allows for better optimization of
      the current activities and opens the possibility to future synergies.

    - The Government decided to proceed with the project of
      connecting the natural gas pipeline to Haifa Bay, ending previous
      delays to the process.

The Company believes that its strategic plan and investments,
as well as the organizational changes and streamlining of processes
implemented, will enable the Company, as in the past, to meet all of its
obligations to the highest standards, while continuing with routine
activities and investments.

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 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 is also active in the area of Polymers and Aromatics through its
holdings in Carmel Olefins Ltd and Gadiv Petrochemical Industries 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.

The above noted in this release, such as the refining margins
trends, the effects of the merger, and the connecting of a natural gas
pipeline to Haifa Bay, 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.

Consolidated Statements of Financial Position

USD thousands

                                                 December 31
                                               2009      2008

    Current assets
    Cash and cash equivalents                34,961    14,840
    Deposits                                 77,637    25,000
    Financial derivatives                         -    15,374
    Investments in other financial          107,034   101,509
    assets at fair value through
    comprehensive income
    Trade receivables                       360,876   253,215
    Other receivables and debt balances      62,495    82,642
    Inventory                             1,016,453   569,407
    Current tax assets                        3,957    42,047
    Total current assets                  1,663,413 1,104,034

    Non-current assets
    Investments in equity-accounted          13,673    36,005
    investees
    Investments in available-for-sale        10,909         -
    financial assets
    Loan to Haifa Early Pensions Ltd.        76,053    84,740
    Long term loans and debit balances        3,951     2,606
    Financial derivatives                   120,671    64,369
    Employee benefit plan assets              9,993     5,007
    Property, plant and equipment         1,889,763 1,083,446
    Deferred expenses, net                    3,262     2,322
    Intangible assets, net                   93,187    22,848
    Total non-current assets              2,221,462 1,301,343

    Total assets                          3,884,875 2,405,377

    Consolidated Statements of Financial Position

    USD thousands

                                     December 31
                                   2009      2008

    Current liabilities
    Loans and borrowings        603,685   380,339
    Trade payables              542,025   270,594
    Other payables and          105,903    70,971
    credit balances
    Financial derivatives        28,051     1,853
    Provisions                   11,582    12,949
    Total current             1,291,246   736,706
    liabilities

    Non-current liabilities
    Debentures                  853,205   726,554
    Bank loans                  358,310   233,749
    Liabilities for finance       8,768     8,448
    lease
    Other long-term              15,973     7,394
    liabilities
    Financial derivatives         3,111     6,900
    Employee benefits            63,871    67,930
    Deferred tax liabilities    138,464    65,827
    Total non-current         1,441,702 1,116,802
    liabilities
    Total liabilities         2,732,948 1,853,508

    Equity

    Non-controlling              17,183         -
    interests

    Share capital               586,390   472,478
    Share premium               100,242         -
    Reserves                     35,571    20,953
    Retained earnings           412,541    58,438
    Total equity attributed   1,134,744   551,869
    to equity holders of the
    Company

    Total equity              1,151,927   551,869

    Total liabilities and     3,884,875 2,405,377
    equity

    Consolidated Statements of Comprehensive Income

    USD thousands

                                         Year ended December 31
                                           2009      2008      2007

    Revenue                           5,141,480 8,257,458 5,234,483

    Cost of sales, refinery and
    services                          4,850,744 8,324,149 4,816,511
    Revaluation of open positions
    in derivatives on prices of
    goods and margins, net               38,606   (7,465)    13,626
    Total cost of sales               4,889,350 8,316,684 4,830,137

    Gross profit (loss)                 252,130  (59,226)   404,346

    Selling expenses                   (44,509)  (40,582)  (35,010)
    General and administrative
    expenses                           (57,794)  (67,061)  (59,360)
    Negative goodwill created in a
    business combination                137,000    14,535         -
    Profit from revaluation of a
    prior holding due to increase
    in control                           77,561         -         -
    Loss from the loss of material
    impact in a former
    equity-accounted investee           (7,091)         -         -
    Privatization grant                       -         -  (28,360)
    Operating profit (loss)             357,297 (152,334)   281,616

    Financing income                     61,223    64,979    12,361
    Financing expenses                 (86,866) (126,034) (114,284)
    Financing expenses, net            (25,643)  (61,055) (101,923)
    Company's share in profits
    (losses) of equity-accounted
    investees (net of tax)                4,892   (3,111)     6,913
    Profit (loss) before taxes on
    income                              336,546 (216,500)   186,606
    Tax benefits (taxes on income)       12,698   107,292  (44,937)
    Profit (loss) for the period        349,244 (109,208)   141,669

    The following tables present selected information compared to last year

                                               Petrochemicals

                     Refining    Trade       Polymers  Aromatics 

                              Year ended December 31

                      2009  2008  2009 2008 2009 2008  2009  2008

    Revenue          3,859 6,939   506  356  414  475   362   487
    Inter-company
    operations         468   680    40  -27    -    -    40    57
    Total sales      4,327 7,619   546  383  414  475   402   544

    Cost of sales    4,116 7,629   549  370  210  256    14    61
    Inter-company
    operations          40    57     -    -  169  255   333   449
    Total cost of
    sales            4,156 7,686   549  370  379  511   347   510 

    Gross profit
    (loss)             171  (66)   (3)   13   35 (36)    55    34 

    Selling, general
    and
    administrative
    expenses            47    54     4    2   25   30    26    26
    Inter-company
    operations           -     -     -    -    2    -     2     -
    Operating profit
    (loss) for
    segments           124 (120)   (7)   11    8 (66)    27     8 

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

    Financing
    expenses, net
    Share in the
    profit (loss) of
    investees
    Profit (loss)
    before taxes on
    income
    Tax benefits
    Profit (loss)
    for the period                                                      

    (table continued)

                      Adjustments
                          to
                     consolidated  Consolidated

                       Year ended December 31

                      2009   2008   2009   2008

    Revenue              -      -  5,141  8,258
    Inter-company
    operations       (548)  (764)      -      -
    Total sales      (548)  (764)  5,141  8,258

    Cost of sales        -      -  4,889  8,316
    Inter-company
    operations       (542)  (761)      -      -
    Total cost of
    sales            (542)  (761)  4,889  8,316

    Gross profit
    (loss)             (6)    (3)    252   (58)

    Selling, general
    and
    administrative
    expenses             -    (4)    102    108
    Inter-company
    operations         (4)    -        -      -
    Operating profit
    (loss) for
    segments           (2)      1    150  (166)

    Negative
    goodwill arising
    on acquisition                   137     14
    Profit from
    revaluation of
    investees                         77      -
    Loss from the
    loss of material
    impact in a
    former
    equity-accounted
    investee                         (7)      -
    Operating profit                 357  (152)

    Financing
    expenses, net                   (26)   (61)
    Share in the
    profit (loss) of
    investees                          5    (3)
    Profit (loss)
    before taxes on
    income                           336  (216)
    Tax benefits                      13    107
    Profit (loss)
    for the period                   349  (109)

    Company Contact:

    Rony Solonicof
    Chief Economist and Head of Investor Relations
    Tel. +972-4-878-8152
    Contact 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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