HAIFA, Israel, July 1 /PRNewswire/ --     Oil Refineries Ltd. (TASE: ORL.TA) (the "Company"), Israel's
largest oil refiner, announced the convening of an Extraordinary General
Meeting. See below announcement translated from Hebrew.

Re: Immediate Report - Notice of Extraordinary General Meeting

Notice is hereby given that on August 9, 2007, at 09:30 a.m.,
an extraordinary general meeting of the Company's shareholders will convene
at the Company's offices at 7 Abba Hillel Silver Street, Ramat Gan, to pass
the following resolutions:

On the agenda:

1. The appointment of Mr. Yossi Rosen, Mr. Avisar Paz, Mr. Ran
Croll, Ms. Nehama Ronen and Mr. Ory Slonim, as directors in the Company.

2. The approval of compensation at the maximum amount in the
range according to the Israel Companies' Regulations (Rules Regarding
Compensation and Expenses of an External Director) 2000 ("the Compensation
Regulations"), in accordance with the Company's ranking, to directors and
external directors of the Company.

3. The approval of a grant to directors who took part in the Company's
privatization.

Details of the resolutions on the agenda

1. Appointment of directors

Details regarding the candidates to serve as directors in the
Company, see Appendix A to the Proxy Statement attached to the original
Hebrew Immediate Report (Note: the Proxy Statement will be available only in
Hebrew).

2. Approval for compensation for directors and external directors of the
Company

It is proposed to approve that the compensation to external
directors of the Company, and the compensation to directors of the Company
who are not external directors, be the annual compensation, and compensation
for meetings, at the maximum amount in the range according to the
Compensation Regulations, in accordance with the Company's ranking. The above
said compensation will be paid to every director as of the date of the
Company becoming a public company, or as of the date of commencement of the
director's service, whichever the later date. Furthermore, the directors will
be entitled to a refund of travel expenses for meetings that took place
outside their place of residence, as defined in the Compensation Regulations.

On June 28, 2007, the Company's Audit Committee and Board of Directors
approved the granting of the grant; their recommendations to approve such
compensation were based on (a) the size of the Company, the complexity of its
operations, its volume of activities and the responsibility entailed in
connection with the managing of its operations; (b) the Company's
shareholders' equity, which is greater by several levels than the level under
which the highest ranking in the Company's Compensation Regulations is
determined.

Regarding the date of start of payment of compensation, the
Board of Directors also took into account here that, so long as the Company
was a government held company, the Government Companies Regulations, which
set forth compensation to directors, applied, and that until recently the
Company did not have external directors and, therefore, the Audit Committee
could not hold a discussion at an earlier date.

In light of the estimation that, for the above reasons, the
compensation is suitable and reasonable, and does not deviate from that
stipulated in the Compensation Regulations, additional data regarding the
custom in similar companies was not reviewed.

Personal interest: All the directors, excluding Ohad Marani,
have a personal interest in the decision as it relates to the compensation to
be paid to them by the Company for their service.

3. A grant to directors who took part in the privatization of the Company

To approve a grant for the directors - excluding directors
who are employees of the State of Israel, and excluding the Chairman of the
Board at the time the prospectus was signed - who took part in the
privatization of the Company and signed the prospectus that the Company
published, to the amount of NIS 48,000. The directors to whom the payment of
the grant was approved are: Mr. Uzi Netanel, Mr. Dan Kirpichnikove and Ms.
Ariela Terner.

The recommendation for the granting of the grant, as well as
its level, was determined based on the extent of privatization and primarily
on the success of the Company's public share offering, the amount of
investment required by the directors and the heavy responsibility imposed on
them to advance the process, their contribution to the success of the
privatization and the Director General of the Israel Government Companies
Authorities agreement, at the time of the public share offering, to grant
such a grant. In addition, the recommendation takes into account the fact
that the Company's employees (excluding the directors), received, as part of
the privatization process, grants based on the rules applicable on government
companies upon privatization.

It should be clarified that this grant is lower than the
compensation that the Director General of the Israel Government Companies
Authority is entitled to determine, in accordance with the Government
Companies Regulations, as annual compensation for a director in a government
company, in the event that the number of meetings held by the Board of
Directors, and its committees', in which the director participated, exceed
the maximum number of meetings defined in the Regulations, and this due to
the implementation of Government decision regarding privatization or
structural change. It should be noted that the number of meetings held by the
Board of Directors, and its committees, in 2006 did not exceed the above
mentioned maximum number of meetings (60), however, in the opinion of the
Audit Committee and the Board of Directors, the other reasons detailed above
justify the above said compensation.

In light of the estimation that, for the above reasons, the
grant is suitable and reasonable, additional data regarding the custom in
similar companies was not reviewed.

Personal interest: The directors, Uzi Natanel and Dan
Kirpichnikove, have a personal interest in the decision, as it relates to the
grant to be paid to them by the Company; therefore, they were not present at
the discussion and did not participate in the vote.

The majority required to approve the resolutions

For the purpose of approving items 1, 2 and 3, the majority
required at the meeting is an ordinary majority of shareholders entitled to
participate in the vote, are themselves present at the meetings or through a
representative on their behalf, or voted using a Proxy Statement.

It should be clarified that each candidate, to serve as a director, will
be voted for separately.

The Quorum required for holding the meeting

The General Meeting should not commence unless a Quorum is
present. A Quorum will be met if two shareholders, holding or representing at
least 25% (twenty five percent) of the Company's shares, are present either
in person or by a representative on their behalf, or have sent the Company
their Proxy Statement indicating their vote. If the Quorum is not met within
30 minutes from the scheduled time of the meeting, the meeting will be
postponed to August 16, 2007 at 9:30 a.m. at the same place. If, at the
postponed meeting, no quorum will be present after half an hour from the time
set for the postponed meeting, the meeting will take place if one or more
shareholders are present, who hold at least 5% of the issued share capital of
the Company and at least 1% of the voting rights in the Company, or who holds
at least 5% of the voting rights in the Company.

The effective date

1. The Effective Date, for the purpose of determining the
Company 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 July 12, 2007
("the Effective Date").

2. A shareholder whose shares are registered with a member of
the stock exchange may receive a certificate of ownership from the Member of
the Stock Exchange, through whom he holds his shares at the Member of the
Stock Exchange's branch, or by post to his address in consideration for
postage costs only, if he so requests. An application regarding this matter
will be given in advance to a specific securities account. The confirmation
of ownership should be sent to the Company's offices within 4 days prior to
the date of convening the meeting. Power of attorneys to participate in vote
in the meeting should be deposited at least 48 hours prior to the time of the
meeting at the Company's offices in the Haifa Bay.

Proxy Statement

1. 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 and Statements of Position can be found, are as
follows: - www.magna.isa.gov.il, www.maya.tase.co.il, respectively (Note: the
Proxy Statement and Statements of Position will be available only in Hebrew).

2. The vote shall be filled out in the second part of the Proxy
Statement, as published in the Israel Securities Authority website.

3. A shareholder is entitled to approach the Company in order to receive
the Proxy Statement and the 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 Effective Date.

4. The Proxy Statement should be submitted to the Company's offices at
Hisdadrut Avenue, Haifa Bay, so that it shall arrive at the Company's offices
no later than 72 hours prior to the convening of the General Meeting, with
the confirmation of ownership attached, or a copy of the shareholder's
identity card, Passport or Certificate of Incorporation, if the shareholder
is registered in the Company's Register.

5. The final date to submit Statements of Position to the Company shall
be up to 10 days following the Effective Date.

Reviewing the report

It is possible to review the documents relating to the
decisions relating to the subject of this report at the Company's offices
during normal working hours, and after prior phone arrangement at
+972-(04)-878-8113 or +972-(04)-878-8134.

Oil Refineries Ltd.

About Oil Refineries Ltd.

Oil Refineries Ltd. (ORL), located in the bay area of the city
of Haifa, is 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: www.orl.co.il

Contacts
    Company Contact:
    Jacob Hirsch 
    CFO, Oil Refineries
    Tel. +972-4-878-8115
    jhirsh@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