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Oil Refineries Ltd. Periodic Report As of December 31, 2008

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Oil Refineries Ltd. Periodic Report As of December 31, 2008 Oil Refineries Ltd. Periodic Report as of December 31, 2008 This translation of the financial statement is for convenience purposes only. The only binding version of the financial statement is the Hebrew version. WorldReginfo - 8bb1089d-b977-4da7-87ec-bb115e6449c3 Contents Chapter A - Description of the Business of the Company Chapter B - Directors' Report on the State of the Company's Affairs Chapter C - Financial Statements as of December 31, 2008 WorldReginfo - 8bb1089d-b977-4da7-87ec-bb115e6449c3 Contents Chapter A Description of the Business of the Company 1.1 Company Operations and Description of the A-1 Development of its Business 1.2 Segment Reporting A-4 1.3 Investments in the Company’s Equity and Share A-6 Transactions 1.4 Distribution of a Dividend A-11 1.5 Financial Information concerning the Company’s A-12 Operations 1.6 Refining Operations A-13 1.7 Petrochemicals Operations – Polymers A-94 1.8 Petrochemicals Operations – Aromatics A-146 1.9 Trade Operations A-165 1.10 Risk Factors A-168 WorldReginfo - 8bb1089d-b977-4da7-87ec-bb115e6449c3 Chapter A – Description of Company’s Business Part A - General 1.1 Company Operations and Description of the Development of its Business 1.1.1 Establishment of the Company and Principal Stages in its Development Oil Refineries Ltd. (“Company” or “ORL” was incorporated and registered in Israel in August 1959 under the name Haifa Refineries Ltd. On June 6, 1972, the name of the Company was changed to Oil Refineries Ltd. The Company was set up as a result of a government decision to acquire and receive the rights of an English petroleum company under the franchise granted to it, and the ownership of the Haifa refinery, which had up until then been under the control of foreign shareholders. As part of a private placement of the shares of the Company conducted by the State of Israel on February 12, 2007 and a public offering of the shares of the Company under a prospectus dated February 13, 2007 (the “Prospectus”), the State of Israel sold the entire issued and paid up share capital of the Company, such that following the sale, the Company ceased being a government company, and the shares of the Company were listed for trade on the stock exchange. As part of the aforementioned public offering, the Israel Corporation Ltd. (“Israel Corporation”) (36.8%) and Petroleum Capital Holdings Ltd. (“PCH”) (9.2%) together purchased 46% of the issued share capital of the Company. As of the date of the report, the Israel Corporation holds 45.08% of the shares of the Company, and PCH holds 15.76% of the shares of the Company. The Company, together with its subsidiaries, are industrial companies operating in Israel, which deal mainly in the production of refined products, raw materials for the petrochemical industry, and materials for the plastics industry. The facilities of the subsidiaries are integrated with those of the Company. Until September 28, 2006 (the “Effective Date”), the Company operated a refinery at Haifa and a refinery at Ashdod. As part of the privatization process of the Company, on September 28, 2006, the Company’s operations were split in such a way that the Ashdod refinery was sold to a subsidiary of the Company, Oil Refineries-Ashdod Ltd. (“ORA”), which was sold on the Effective Date to Paz Oil Company Ltd. (“Paz”). At the date of the report, the Company operates the Haifa refinery only. A-1 WorldReginfo - 8bb1089d-b977-4da7-87ec-bb115e6449c3 1.1.2 Chart setting out the structure of the Company’s holdings as at the date of the report Israel PCH Company 45.08% 15.76% The Company 100% 50%31.25% 50% 25% 25% 25% 23.15% 12.29% Gadot Gadiv Mercury Tanker PAMA (Energy The United Oil Petrochemical Carmel Basic Oils Biochemical Petrochemical Aviation (4) Services Development Export Industries in Olefins Ltd. Haifa Ltd. (4) (5) (4) Industries Ltd. (1) Industries Ltd. Ltd. Ltd. Resources) Ltd. Company Ltd. (1)(4) Israel Ltd. 50% 100% 100% 100% 100% 100% 100% Carmel Carmel Carmel Olefins Colland Habol Trade Olefins Collins Olefins (UK) (Marketing) Polymers & Insurance Investmetns Ltd. (3) Ltd. (2) Ltd. 1990 B.V. (6) Ltd. (2) 2007 Ltd. 49% Domo Chemicals M.V. (6) 1. A public company. Details of the holdings of these public companies are not material to the Company, except for the holdings of Israel Petrochemical Enterprises Ltd. 2. A company registered in Bermuda. 3. A company registered in Guernsey and held by Carmel Olefins via foreign trust companies. 4. The Company’s commencement of operations in the field of retail and wholesale marketing of refined products could be subject to proceedings under the Antitrust Law with respect to the Company’s joint holdings with companies that market petroleum. A-2 WorldReginfo - 8bb1089d-b977-4da7-87ec-bb115e6449c3 5. At the date of the report, Pama is inactive. 6. Companies registered in the Netherlands. A-3 WorldReginfo - 8bb1089d-b977-4da7-87ec-bb115e6449c3 1.1.3 The Company’s operations by virtue of the franchise and thereafter On October 18, 1933, a treaty was signed between the Mandatory Government of Palestine and the Anglo-Iranian Oil Company, under which the Anglo-Iranian Oil Company would have a franchise to transport petroleum and for that purpose to build, operate and maintain all of the related facilities for such, including refineries, for a term of 70 years. On April 7, 1960, all of the assets and rights of the Anglo-Iranian Oil Company were transferred to the Company under an arrangement that was approved by the court and the Ministers of Justice and Finance. The original franchise period ended in October 2003. On December 2, 2002, an agreement was signed between the Company, the Government of Israel and the Israel Corporation1, covering the Company’s operations after the end of the term of the franchise (the “Original Asset Agreement”), under which the Company would be entitled to continue holding assets that it held prior to the end of the franchise, for a term of 25 years, with the Company having the right to extend the term of such arrangement by another 25 years in return for a fee for use. On January 24, 2007, a new asset agreement (the “New Asset Agreement”) was signed and according to which the land that was owned by the Company or in which it had long-term lease rights prior to the date of expiration of the franchise, would be held by the State and would be leased to the Company for 49 years, with an option for the Company to extend the term of the lease under the same conditions for an additional 49 years. In the event there is a conflict between the two agreements, the new asset agreement shall prevail. For details of the Original Asset Agreement, see section 1.6.30.1 of this report and for the New Asset Agreement, see section 1.6.30.2 of the report. 1.1.4 The decision to privatize the Company 1.1.4.1 During 2004, the Ministerial Committees for Socio-Economics and Privatization passed resolutions to effect the split and privatization of the Company during the years 2004-2005, such that at the first stage, the Ashdod refinery would be sold as a "going concern". In the second stage, immediately thereafter, there was to be a public issue of the Company (together, “Privatization Decision”). According to the privatization resolution, ORA was set up and all of the assets and rights relating to the Ashdod oil refinery and were transferred to it. The shares of ORA were sold to Paz, and all for a consideration in the amount of NIS 3,251,409 thousand. According to the same resolution, following the sale of ORA, the State of Israel sold all of its shares in the Company through a private placement and a public offering on the Tel Aviv Stock Exchange. For further details with respect to the transfer of the assets to ORA and the sales contract of ORA shares to Paz, see sections 1.6.30.3 and 1.6.30.5 to the report. For details relating to the Government Companies (Declaration of Essential Interests of the State in Oil Refineries Ashdod Company Ltd.) Order, 5766-2006, see section 1.6.28.11 of this report. 1.1.4.2 As part of the privatization resolution aforesaid, it was held that as part of privatization of the Company, expression would be given to conditions set out in the position taken by the Antitrust Commissioner (the “Commissioner”), in his notices as attached to the Privatization Resolution, the main points of which were allowing vertical integration between distillate manufacturers and importers of distillate and refined products marketing sector and a framework for removing the supervision of prices for refined products sold at the refinery gate, under certain conditions. For details of the main points of the Commissioner’s notices, see section 1.6.26.5 of this report. 1.1.4.3 In addition, under the Privatization Resolution, the Ministerial Committee on Privatization issued instructions that under certain circumstances the Supervision of Prices of Commodities 1 In 1971, the Israel Corporation purchased shares in the Company, granting it 26% of the capital and voting rights in the Company until their sale to the State in February 2006 for NIS 677.5 million. A-4 WorldReginfo - 8bb1089d-b977-4da7-87ec-bb115e6449c3 and Services (Maximum Ex-Refinery Prices for Refined Products at the ORL Gates) Order2, 5753-1992 (the “Supervision Order”), should be amended such that following the split and privatization of ORA, supervision of the ex-refinery prices of refined products at the gates of the refineries would be removed.
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