Oil Refineries Ltd Announces the Convening of the Annual And Special General Meeting

Sep 13, 2012, 02:00 ET from Oil Refineries Ltd

HAIFA, Israel, September 13, 2012 /PRNewswire/ --

Oil Refineries Ltd. (TASE: ORL.TA) ("Oil Refineries Ltd" or the "Company") Israel's largest integrated refining and petrochemical group, announced its notice in accordance with the 2000 Companies Regulations (Announcement and notice of a general shareholder meeting and a shareholder class meeting in a public company), in regard to the convening of an Annual and Special Meeting of the Company's shareholders on Monday, September 24, 2012 at 11:00 in the Company's offices on the 26th floor of the square Azrieli tower at 132 Menachem Begin Tel Aviv ("the Company Offices"). In the event that no legal quorum is present half an hour after the time set for the meeting, the meeting will be deferred to Tuesday, October 2, 2012.

Issues on the Agenda and an abstract of the proposed decisions

  1. Discussion of the Company's financial statements and Board of Directors report for the year ended December 31, 2011, including the auditor's fees included in the Board of Directors report.
  2. Renewing the nomination of KPMG Somekh Chaikin CPA Offices as auditors of the Company until the next General Meeting of the Company, and authorizing the Board of Directors to establish their fee.
  3. Renewing the nomination of the Company's serving directors: Mr. Akiva Mozes, chairman of the board, Mr. David Federman, Deputy Chair, Mr. Arie Silberberg, Prof. Arie Ovadia, Mr. Avisar Paz, Mr. Ran Carol, Mr. Yossi Rosen, Mr. Eran Schwartz and Mr. Eran Sarig. The vote for the nomination of each director will be taken separately.
  4. Approving the employment conditions of Mr. Akiva Mozes, the Company's Chairman of the Board.

A legal quorum

A general meeting will not be opened unless there is legal quorum present. Such a legal quorum will be constituted when two shareholders are present, either themselves or by proxy, or have sent a Statement of Proxy to the Company in which they indicated their ballot, and who constitute or represent 25% (twenty five percent) or more of the Company's voting rights. In the event that no legal quorum is present half an hour after the time set for the meeting, the meeting will be deferred to October 2, 2012, to the same time and place. If such a legal quorum is still not present after half an hour of the time set for the deferred meeting, as above, the meeting will take place regardless of the number of participants.

The required majority

The majority required for approving items 2 to 4 on the agenda will be a regular majority of shareholders present and voting at the meeting, either themselves or by proxy.

The Effective Date

The effective date for establishing the entitlement of a company shareholder to vote at the general meeting, as stipulated by section 182(c) of the Law of Companies, is at the end of the day on September 19, 2012 ("the Effective date"). Subject to the 2000 Companies Regulations (Proof of ownership of a share for the purpose of voting in a general meeting) ("the Regulations"), a shareholder in whose name a share is registered with a member of the Tel Aviv Stock Exchange Ltd. (TASE), wherein such share is included among the Company shares listed in the shareholders' register under the name of the Registers Company, and who wishes to vote at the general meeting - will provide the Company with a certificate testifying to his ownership of the share on the Effective Date, which will be issued by the TASE member on Form 1 of the Regulations Addendum. Letters of proxy for participating and voting at the meetings must be deposited at the Company's offices at least 48 hours before the time set for convening the meeting.

Perusal of Documents

Documents relating to this report may be perused at the Company's offices during regular working hours and subject to prior appointment by telephone: 04-878-8135. It is also possible to read about the convening of the meeting at the Securities Authority's website at: http://www.magna.isa.gov.il and at website of the Tel Aviv Stock Exchange Ltd. at http://www.maya.tase.co.il.

Convenience condensed translation

This is a convenience condensed translation - the full report is available, in Hebrew, at the above stated websites of the Securities Authority's and Tel Aviv Stock Exchange Ltd.  A full convenience translation will be available at the Company's investors relations' website, under http://www.orl.co.il, during the week of September 17, 2012.

About Oil Refineries Ltd.

Oil Refineries Ltd. (ORL), located in the bay area of the city of Haifa, operates Israel's largest integrated refining and petrochemical group. It is one of the leading refineries in the Eastern Mediterranean area and integrates, on-site, petrochemical businesses. ORL runs sophisticated and state-of-the-art industrial facilities with a refining capacity of 9.8 million tons of crude oil per year and a Nelson Complexity Index of 7.4, providing a variety of quality products used in industrial operation, transportation, private consumption, agriculture and infrastructure. Besides production of fuels, the company produces in its wholly owned subsidiaries Polymers (through Carmel Olefins Ltd), Aromatics (through Gadiv Petrochemical Industries Ltd), and Lube-Oils (through Haifa Basic Oils Ltd). The Company's shares are listed on the Tel Aviv Stock Exchange under the ticker ORL. For additional information please visit http://www.orl.co.il.

ORL is controlled by the Israel Corporation Ltd. and Israel Petrochemical Enterprises Ltd., both public companies whose shares are traded on the Tel Aviv Stock Exchange.

The above noted in this release includes forward-looking statements based on Company data, as well as Company plans and estimations based on this data. The activity, results and other data may be substantially different in reality given uncertainty and various risks, including those discussed under risk factors in the Company's financial statements and Director's report

Company Contact:
Rony Solonicof
Chief Economist and Head of Investor Relations
Tel. +972-4-878-8152
Contact IREn@orl.co.il

Investor Relations Contact:
Ehud Helft / Porat Saar
CCG Israel
Tel. (US) 1-646-233-2161 / (Int.) 972-52-776-3687


SOURCE Oil Refineries Ltd