HAIFA, Israel, November 26 /PRNewswire/ --

- Debenture Holders (Series C) Special General Meeting to Approve Change in Trustee

HAIFA, Israel, November 26 /PRNewswire/ --

- Company to Publish Liabilities Repayment Schedule

Oil Refineries Ltd. (TASE: ORL.TA) (the Company), Israel's largest oil refiner, announced that, on December 30, 2008, at 10:00 a.m., the Annual General Meeting of the Company's Shareholders will convene, at the Company's offices, located on the 26th floor of the Azrieli Centre, Square Building, 132 Menachem Begin Street, Tel Aviv, Israel, for the purpose of approving the following resolutions:

Decisions on the agenda:

1. Re-nomination of the Company's current directors: Mr. Yossi Rosen, Mr. Avisar Paz, Mr. Ran Croll, Ms. Nehama Ronen, Mr. Ory Slonim and Mr. Uzi Netanel. Excluding the Company's current external directors (Who will continue in their role as external directors according to their nomination conditions and the terms outlined in the Israeli Companies Law - 1999).

2. Re-nomination of Accounting Firm KPMG Somekh Chaikin as external auditors until the Company's next annual general meeting, and authorize the Board of Directors to determine their fees.

3. Deleting regulation 98 of the Company's Articles of Association.

4. Changing the Company's Articles of Association, based on the proposed wording attached to the full Hebrew Immediate Report published announcing the convening of the Meeting, excluding the decision with regards to regulation 98, mentioned in section 3 of the agenda.

5. Changing the Company's Memorandum of Association, as outlined in the full Hebrew Immediate Report published announcing the convening of the Meeting.

6. Discussion on the Company's 2007 Financial Statements, Management Review and Periodic Report.

For additional information with regards to the decisions on the agenda, including the full wording of the decisions, please view the immediate report and the proxy statement filed on November 24, 2008, accessible on the websites of the Israeli Securities Authority (http://www.magna.isa.gov.il) or Tel Aviv Stock Exchange ( http://www.maya.tase.co.il). Furthermore, a convenience translation of the full immediate report will be available on the Company's website, http://www.orl.co.il, under investor relations, from Thursday, November 27, 2008.

The majority required for the approval of sections 1, 2 and 4 of the resolutions on the agenda is a simple majority of the shareholders eligible to participate in the vote, present at the meeting in person or through their representatives. The majority required for the approval of 3 and 5 of the resolutions on the agenda is a 75% majority of the shareholders eligible to participate in the vote, present at the meeting in person or through their representatives.

The Date of Record, for the purpose of determining the shareholder's right to vote at the General Meeting, as mentioned in Section 182 of the Companies Law, is at the end of trading on November 30, 2008 (Date of Record).

Based on the Companies Regulations (Proof of ownership of a share for the purpose of voting at a general meeting) 2000 (the Regulations), a shareholder whose shares are registered with a member of the TASE, and whose shares are counted among the Company's shares registered with the Shareholders Registrar under the name of a Registration Company, and who is interested in voting at the General Meeting, will present to the Company, within 4 days prior to the date of convening the meeting, confirmation from the Stock Exchange member with whom the individual is registered as having the right to a share, with regards to his ownership of this share, on the Date of Record, based on Form 1 in the Regulations' Addendum. A shareholder has the right to nominate a representative who may participate, and vote, on his behalf at the General Meeting as noted in the Company's Articles of Association. The Power of Attorney to participate in the meeting should be deposited at least 48 hours prior to the time of the meeting at the Company's registered offices.

The General Meeting may not commence unless a Quorum is present. A Quorum will comprise two shareholders, holding or representing at least 25% (twenty five percent) of the Company's shares, who are present either in person or by their representatives, or have sent the Company their Proxy Statement indicating their vote. If a Quorum is not present within 30 minutes from the scheduled time of the meeting, the meeting will be postponed to January 6, 2009 at 10:00 a.m. at the same place. If no quorum will be present after half an hour from the time set for the postponed meeting, the meeting will take place regardless of the number of participants.

The web sites of the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd., where, in accordance with Section 88 of the Companies Law, the Proxy Statement can be found, are as follows: - http://www.magna.isa.gov.il, http://www.maya.tase.co.il respectively (Note: the Proxy Statement will be available only in Hebrew). The vote shall be filled out in the second part of the Proxy Statement, as published in the Israel Securities Authority website. A shareholder is entitled to approach the Company in order to receive the Proxy Statement and Statements of Position. A member of the Tel-Aviv Stock Exchange will send, without charge, by email, a link to the Proxy Statement and the Statements of Position in the Israel Securities Authority website, to any shareholder that is not registered in the Shareholders Register, and that his shares are registered with the member of the Tel-Aviv Stock Exchange, so long as the shareholder notified that he is interested in receiving such links, and that the notification was made regarding a specific securities account, and prior to the Date of Record. The Proxy Statement should be sent to the Company's offices at the below -mentioned address, so that it shall arrive at the Company's offices no later than 72 hours prior to the convening of the General Meeting. The final date to submit Statements of Position to the Company shall be up to 10 days following the Date of Record.

It is possible to view documents relating to this report at the Company's offices, in the Haifa bay, during normal working hours, and after prior phone arrangement at +972(04)878-8134.

Debenture Holders (Series C) Special General Meeting

Furthermore, the Company will convene, on December 16, 2008, a special general meeting (SGM) for the Series C debenture holders at the same venue outlined above, at 11:00am, to nominate Hermatic Trusts (1975) Ltd. as trustee instead of Aurora Fidelity Trust Company Ltd. (Aurora Fidelity), and this, effective immediately following the SGM. This follows the Company's immediate report of July 27, 2008 notifying on the expiration of Aurora Fidelity's tenure as trustee. The full immediate report announcing the SGM is available in Hebrew on the above mentioned web sites of the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd., as well as on the Company's website.

Forecasted Liabilities Repayment Schedule

The Company is expected to issue, in the coming days, by means of Immediate Report to the Tel Aviv Stock Exchange and Israel Securities Authority, a detailed forecasted liabilities repayment schedule. A convenience translation will be made available on the Company's website noted below, under the investor relations section.

About Oil Refineries

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 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 Aromatics and Polymers through wholly-owned Gadiv Petrochemical Industries Ltd. and 50% owned Carmel Olefins Ltd. ORL is traded on the Tel Aviv Stock Exchange under the ticker ORL. For additional information please visit the Company's website: http://www.orl.co.il

Contacts Company Contact: Rami Sasson, EVP Business Development Capital Markets, Oil Refineries Tel. +972-4-878-8114 ContactIREn@orl.co.il Investor Relations Contact: Ehud Helft \ Fiona Darmon GK Investor Relations Tel. +1-866-704-6710 \ +972-54-566-3221 info@gkir.com

Contacts: Company Contact: Rami Sasson, EVP Business Development Capital Markets, Oil Refineries, Tel. +972-4-878-8114, ContactIREn@orl.co.il; Investor Relations Contact: Ehud Helft \ Fiona Darmon, GK Investor Relations, Tel. +1-866-704-6710 \ +972-54-566-3221, info@gkir.com