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Delek Cover English 04.2006 ANNUAL REPORT 2005 Delek Group Ltd 7, Giborei Israel St., P.O.B 8464, Industrial Zone South, Netanya 42504, Israel Tel: 972 9 8638444, 972 9 8638555 Fax: 972 9 885495 www.delek-group.com Table of Contents: Chapter A Corporate Description Chapter B Director's Report on the Corporation Chapter C Financial Statements for December 31, 2004 Chapter D Additional Information on the Corporation Chapter E MATAV - CABLE SYSTEMS MEDIA LTD IMPORTANT This document is an unofficial translation from the Hebrew original of the 2005 annual report of Delek Group Ltd. that was submitted to the Tel-Aviv Stock Exchange and the Israeli Securities Authority on March 29, 2006. The Hebrew version submitted to the TASE and the Israeli Securities Authority shall be the sole binding version. Investors are urged to review the full Hebrew report. Part One – A Description of the General Development of the Company's Businesses 1. The Company's Activities and the Development of its Business ......................... 3 2. Sectors of Operation .................................................................................................. 6 3. Equity Investments in the Company and Transactions in its Shares................... 7 4. Dividend Distribution ................................................................................................. 8 5. Financial Information Regarding the Group's Sectors........................................... 9 6. The General Environment and Outside Influences................................................. 9 7. Oil Refining Sector ................................................................................................... 11 8. The Fuel Products and Convenience Store Sector in the United States............ 26 9. Fuel Products Sector in Israel................................................................................. 38 10. Energy Sector ........................................................................................................... 64 11. Automotive Sector.................................................................................................... 98 12. Real Estate Sector .................................................................................................. 117 13. Biochemical Sector ................................................................................................ 163 14. Telecommunications Sector.................................................................................. 183 15. The Insurance Sector ............................................................................................. 211 16. Additional Operations ............................................................................................ 246 17. Human Resources .................................................................................................. 248 18. Financing................................................................................................................. 248 19. Taxes........................................................................................................................ 250 20. Guarantees and Liens ............................................................................................ 250 21. Legal Proceedings.................................................................................................. 250 22. Business and Strategic Goals............................................................................... 251 23. Expected Developments in the Coming Year...................................................... 251 24. Financial Information Regarding Geographical Regions................................... 251 25. Risk Factors ............................................................................................................ 251 A-1 Chapter 1 – Corporate Description Key: Following below are the abbreviations that occur in the report and their explanations. The Company Delek Group, Ltd. Gadot Gadot Industries and Biochemicals, Ltd. Delek USA Delek US Holdings, Inc. Delek Energy Delek Energy Systems, Ltd. Delek Belron Delek Belron International, Ltd. Delek Investments Delek Investments and Properties, Ltd. Delek Refining Delek Refining Inc. Delek Israel Delek The Israeli Fuel Corporation, Ltd. Delek Real Estate Delek Real Estate, Ltd. Delek Petroleum Delek Petroleum, Ltd. Delek Infrastructure Delek Infrastructure, Ltd. DMR Delek Motors Systems, Ltd. Dankner Dankner Investments, Ltd. Desalinization Eng. IDE Technologies, Ltd. The Phoenix The Israel Phoenix Assurance Company Ltd. Menora Menora Holdings, Ltd. Matav Matav Cable Systems, Ltd. Avner Partnership Avner Oil Exploration – Limited Partnership Delek Drilling Partners Delek Drilling – Limited Partnership The chapter dealing with the description of the corporation includes forward looking statements. Forward looking statements should not be construed as providing definite information about the future of the Company. It is based on information that is available to the Company or management assessments of it and is correct at the time of the report. This information may not produce the results anticipated by the Company and the actual results of the Company could be very different from those expected or implied at the current time due to, among other reasons, the risks that are detailed throughout the document in regard to each of the sectors of the Company. This is specifically true for paragraph 23. In certain circumstances it is possible to identify sections that include forward looking statements by the phrases "The Company estimates", "It is the intention of the Company", "The Company forecasts", "In the estimation of the Company", etc. However, forward looking statements may also be phrased otherwise. A-2 Part A: A Description of the General Development of the Company's Businesses 1. The Company's Activities and the Development of its Business 1.1 Delek Group Ltd, ("the Company") is a holding company that operates as a parent company for all the corporations that belong to the Delek Group (from hereon in the Company and its holdings will be referred to as: The Company or as The Delek Group, or as The Group). 1.2 The Company was incorporated on October 26, 1999 as a public company.1 1.3 Following below is a listing of the main holdings of the Group: 1 The Company incorporated as part of a reorganization where the groups activities were separated an divided into three main subsidiaries, over which was established the parent company. Until the reorganization the company's activities were included in Delek Israel which was incorporated on December 12, 1951 and is today, after the reorganization, responsible for the fuel sector in Israel. A-3 Delek Group Ltd. 100% 100% 71.5% Delek Investments Delek Petroleum Ltd. Delek Real Estate Ltd. & Properties Ltd. 25% 10% 61% 89% 64% 100% 40% 100% 100% 100% 100% The Menora Delek Delek Gadot Delek Matav Delek Delek Belron Dankner Insurance Automotive Phoenix Energy Biochemi Infra- Israeli Hungary Delek Investme Systems cal structure Fuel Ltd. Intl. nts Inds. Corp. 100% 51% 69% 50% 100% 100% Delek Anver Oil Delek Desalination Fuel Delek Real Estate Motors Exploration Drilling Engineering Sector U.S Sector L.P. L.P. Affiliated Holding. Affiliated Cos.. Inc Cos 100% 100% 100% _______________________________________________________________________ MAPCO MAPCO Delek A detailed holding chart for the real estate sector can be found in section 12, below. A detailed holding Express, Family Rafining chart for the Israeli Fuel products sector can be found in section 10, below INC Centres A-4 1.4 In 2005 the Group entered into two new spheres of activity – the refinery sector and the insurance sector. In the insurance sector, on March 13th 2005, Delek Investments acquired 9.99% of the issued share capital of Menora, by private placement, in return for $44 million. In addition, Delek Investments received an option – that may be exercised during a period of 18 months starting December 15, 2004 – to acquire, by private placement, a maximum of an additional 5% of the issued share capital of Menora. On December 4, 2005, a transaction was completed for the acquisition of approximately 25.01% of the shares of the Phoenix by Delek Investments for the sum of approximately NIS 720 million. As part of the deal Delek Investments was given a CALL option whereby Delek Investments is entitled to purchase an additional 8.04% of the Phoenix shares for the sum of approximately NIS 222 million (with the addition of linkage differentials and 5% annual interest subject to adjustments). The option exercise period is nine months, starting on October 12, 2005. For further details about these purchases and about the insurance sector in general, see Section 15. In the refinery sector, in April 2005 Delek Refineries acquired a refinery and pipeline for conveying crude oil in the State of Texas, USA, for approximately $72 million. For further details about these purchases and about the refinery sector in general, see Section 7. In the framework of the Group’s activity up to the date of the report, the following material deals were entered into, among others: a. Issuing securities: In March 2005 the project financing round whereby Delek Investments, Delek Drilling Partners – Limited Partnership and Avner Oil Exploration – Limited Partnership, by means of SPC, issued bonds to institutional investors in the US for a total of approximately $275 million (see Section 10.15.2). In May 2005 Gadot issued securities to the public in return for approximately NIS
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