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Oil Refineries' Major Shareholders Amend Control Agreement.

Summary: Oil Refineries Ltd. (TASE: ORL.TA) (hereinafter: the"Company", "ORL"), Israel's largest oil refiner,

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 anaddendum 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 (Definitionof National Government Interests in Oil Refineries Ltd., 2007), and thecontrol permits granted under it, as well as the allocation to IPE of431,610,944 of ORL's shares, representing 17.75% of the Company's issued andoutstanding share capital, under the above said agreement signed October 27,2009.

The Addendum addresses the definition of core controllingshares whereby the core controlling shares will be defined as 40% of ORL'sissued 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 ofshares by the two shareholders will be deemed free and not bound by the saidAddendum.

Furthermore, the Addendum refers to the parties' rights offirst refusal, Tag Along rights, Buy-Me-Buy-You rights, Nomination ofDirectors, Nomination of Managers and Advisors, voting rights on certainmanners as well as additional provisions in the instance of sellingcontrolling shares in the Company.

The above describes only highlights of the notice and is notof an comprehensive nature, the translation of the full immediate reportissued to the Tel Aviv Stock Exchange and the Israel Securities Authoritywill be available on the Company's website (, underInvestor Relations, by November 4, 2009.

2009 Al Bawaba (

2009 Al Bawaba (

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Date:Nov 4, 2009
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