Oil Refineries' Major Shareholders Amend Control Agreement

Published November 4th, 2009 - 10:37 GMT

 Oil Refineries Ltd. (TASE: ORL.TA) (hereinafter: the"Company", "ORL"), Israel's largest oil refiner, announced today that,following its announcement of October 28, 2009 with regards to the signing of the agreement with Israel Petrochemical Enterprises Ltd. (hereinafter: "IPE") to acquire IPE's share in Carmel Olefins Ltd. (hereinafter: "CAOL"), in exchange for the Company's allocating 17.75% of its issued share capital (following the transaction)[1], its major shareholders', the Israel Corporation Ltd. (hereinafter: "Israel Corp.") and IPE, have signed an
addendum to the Joint Control Agreement signed June 5, 2009.


    The Addendum is subject to receipt of the Israeli Ministers'
approval to the Addendum under the Government Companies' Decree (Definition
of National Government Interests in Oil Refineries Ltd., 2007), and the
control permits granted under it, as well as the allocation to IPE of
431,610,944 of ORL's shares, representing 17.75% of the Company's issued and
outstanding share capital, under the above said agreement signed October 27,


    The Addendum addresses the definition of core controlling
shares whereby the core controlling shares will be defined as 40% of ORL's
issued and outstanding shares, following the said allocation to IPE, 55.625%
of which will be held by the Israel Corp. and 44.375% by IPE. The balance of
shares by the two shareholders will be deemed free and not bound by the said


    Furthermore, the Addendum refers to the parties' rights of
first refusal, Tag Along rights, Buy-Me-Buy-You rights, Nomination of
Directors, Nomination of Managers and Advisors, voting rights on certain
manners as well as additional provisions in the instance of selling
controlling shares in the Company.


    The above describes only highlights of the notice and is not
of an comprehensive nature, the translation of the full immediate report
issued to the Tel Aviv Stock Exchange and the Israel Securities Authority
will be available on the Company's website (http://www.orl.co.il, under
Investor Relations, by November 4, 2009.


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