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

Notice is hereby given that, on April 28, 2008, at 10:00 a.m., an Extraordinary General Meeting of the Company's Shareholders shall convene, at the Company's offices, located at 7 Abba Hillel Road, Ramat Gan, Israel, for the purpose of approving the following resolutions:

On the agenda:

1. Dividend distribution

2. Payment of a profit-based bonus to the Chairman of the Board for 2007

3. Updating the Chairman's employment terms

For additional information with regards to the decisions on the agenda, including the full wording of the decision, please view the immediate report and the proxy statement filed today, March 20, 2008, accessible on the websites of the Israeli Securities Authority () or Tel Aviv Stock Exchange (). Furthermore, a convenience translation will be available on the Company's website, under investor relations, from Monday, March 24, 2008.

Majority required: The majority required for the approval 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 Date of Record, 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 March 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 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 so requested. Such request is to 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.

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 May 5, 2008 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: - , 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 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 Date of Record. The Proxy Statement should be sent to the Company's offices at the above-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.

Additional Immediate Reports

Dividend Distribution

On March 19, 2008, the Company's Board of Directors recommended a NIS 240 million (NIS 0.12 per share) dividend distribution to the Company's shareholders. The decision will be brought before the said general meeting for approval on April 28, 2008. Subject to the dividend distribution being approved on the said meeting date, the determining date for the dividend distribution will be the May 6, 2008, and the payment date will be May 20, 2008. The Company's retained earnings, as defined in section 302 of the Israeli Company's law, after the said dividend distribution, will total NIS 883.63 million.

Profit Bonus to the CEO

On March 19, 2008, the Company's Audit Committee and Board of Directors made a resolution, which does not require the approval of the Company's General Meeting, with respect to a profit distribution bonus to the Company's CEO, Mr. Yashar Ben Mordechai, to the amount of NIS 880,000.

When approving the bonus, the Company's Audit Committee and the Board of Directors took into account the following main considerations: (1) the Company's financial results for 2007; (2) the efforts invested in initiating the Company's strategic plan, preparing it and bringing it to the approval of the Company institutions; (3) the required transition to performance based compensation, as predominant in leading business corporations; (4) the height of the bonus was deemed apt given the CEO's personal contribution to the Company's financial results, and the height of his compensation, and does not exceed the accepted in other companies in the market with a similar scope of activity; (5) the CEO's special personal contribution to the Company in putting in place the strategic plan, implementing advanced business concepts and setting in motion development processes in the Company.

In light of the above considerations, the Committee and the Board of Directors found the bonus to be suitable and befitting under the circumstances.

The granting of the grant does not represent - in the opinion of the Audit Committee and Board of Directors - an extraordinary transaction, as executive management compensation, including by means of profit bonuses, is part of the Company's ongoing activities, the height of the bonus does not exceed the accepted levels in similar size Companies in the market, and the granting of the bonus will not substantially affect the Company. Despite the above noted, and for the sake of caution, the CEO's bonus was brought before the Audit Committee for approval.

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: .