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Bazan Oil Refineries Ltd. — Interim / Quarterly Report 2026
May 20, 2026
6683_rns_2026-05-20_1991eb80-8824-4e94-b79e-bb0110a336b8.pdf
Interim / Quarterly Report
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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Interim Report
For the first quarter of 2026
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Table of Contents
Summary of results for the three months ended March 31, 2026
Part A - Board of Directors Report
- Board of Directors Report on the State of the Company's Affairs
- Description of the Corporation's Business - Update
Part B - Condensed Consolidated Interim Financial Statements as of March 31, 2026
- Review report of the accountants
- Condensed Consolidated Interim Financial Statements - Primary Reports
- Notes to the Condensed Consolidated Interim Financial Statements
Part C - Condensed Separate Interim Financial Information as of March 31, 2026
- Special report of the accountants
- Condensed Separate Interim Financial Information - Primary Reports
- Additional information for the condensed separate interim financial information
Part D - Quarterly report on the Board of Directors and Management's assessment of the effectiveness of internal control
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(1) Includes the Company's share in the neutralized EBITDA and financial debt, net of Cantium (associate company) based on the Company's effective holding rate (52%). For details see Section 2 and Section 5 below. For details regarding Cantium see Note 6B2 to the annual financial statements.

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Part A
Board of Directors Report on the State of the Corporation's Business
For the period ended March 31, 2026
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
5/20/2020 | 5:08:34 AM | v1.2.5
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Chapter 1
Description of the Group and its Business Environment
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
The Board of Directors of the Company is pleased to submit this Board of Directors' Report on the State of the Corporation's Affairs for the period ended March 31, 2026 (hereinafter - the "Report Period"). The report is submitted on the assumption that the reader has the entire interim report and the entire Periodic report for 2025 before them, including the chapter on the description of the corporation's business for 2025.

A. BAZAN Group's Operating Segments
Synergy with the petrochemical industry allows for increased optimization of the product mix, increased aggregate margins, and moderation of volatility
100%
Polymers Segment
Carmel Olefins (CAOL)
Produces 2 main products: Polypropylene and Polyethylene (sold to plastic product manufacturers)
100%
Ducor
Production of Polypropylene (sold to plastic product manufacturers)
Refining Segment
(Fuels and Aromatics)
Segment with a high level of refining complexity (Nelson Complexity > 11), a measure of refining and cracking capabilities
Haifa Refineries
One of the largest refineries in the Eastern Mediterranean basin (refining capacity - 197,000 barrels of crude oil per day)
Close to diverse crude oil sources and attractive product markets
100%
Gadiv Petrochemical Industries
Production of aromatics (raw materials for the plastic and chemical industries)
S2%
Oil Asset Investment Segment
Cantium
Production and operation of oil and gas assets in shallow waters in the Gulf of America, USA
The CAOL and Gadiv plants constitute downstream plants for the Company's facilities, so they continuously receive the necessary feedstocks through pipelines, in full or in the vast majority from the Company, and return to it streams generated in their facilities or parts of the feedstocks that were not used in their activities. In this way, synergy is enabled in many areas, increasing operational efficiency.
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B. Business Environment and Profitability of BAZAN Group
Operation "Lion's Roar"
On February 28, 2026, a war broke out between the USA and Israel and Iran. The operation was accompanied by worsening regional tensions and increased uncertainty in the energy markets. For details regarding the impact on the Company's activities, see Note 8C to the financial statements.
Refining Segment
Crude Oil Price*
Crude Oil Price
Brent crude oil in 2025-2026 (USD per barrel)

Source: LSEG (Refinitiv)
Dated Brent (1)
(2) LCO1MMPMc1 (On the last day of the month LCO1MMPMc2)
- There may be discrepancies between this information and its derivatives and the financial information published by the Company.
7
Average Crude Oil Price Brent Type (USD per barrel)
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
- During the report period, the Brent price was characterized by a sharp upward trend, mainly in March, after the outbreak of Operation "Lion's Roar," and traded between 61 and 127 dollars per barrel, influenced, among other things, by the following factors:
A decrease in supply against the backdrop of extreme disruptions in oil supply since the beginning of March due to the blockage of the Strait of Hormuz, through which about $20\%$ of global oil movements pass (about 20 million barrels per day), alongside attacks on energy infrastructure in Iran and the Gulf states. On the other hand, the International Energy Agency's announcement of an agreement for the gradual release of 400 million barrels of oil from emergency reserves, as well as Saudi exports via land infrastructure to the Red Sea.
- After the report date, Brent traded between 100 and 132 dollars per barrel, with its price influenced, among other things, by the continued blockage of the Strait of Hormuz despite a temporary ceasefire agreement between the USA and Iran. Furthermore, military activity in the area increased due to Iran's refusal to proceed to an agreement to stop the fighting, while the USA, in contrast, began a maritime economic blockade.
Close to the date of approval of the report, the Brent price stood at approximately 114 dollars per barrel.
- During the report period, the Dated to Front Line - DFL, reflecting the gap between the price of physical oil available for immediate delivery (Dated Brent) and the price of the near future contract (ICE), was at an average level of about 2.6 dollars per barrel, while towards the end of the quarter, the gap strengthened significantly, and stood at the report date at about 19.3 dollars per barrel. In the period after the report date, particularly in the first half of April, the DFL reached about 30 dollars per barrel against the backdrop of disruptions in crude oil supply and attacks on infrastructure as described above. To complete the picture and illustrate the exceptional levels described, it should be noted that the average DFL for the years 2023-2025 stood at only about 0.6 dollars per barrel.
Close to the date of approval of the report, the DFL stood at about 5.1 dollars per barrel.
The effect of a positive DFL is reflected in the fact that payment for crude cargoes is higher than the near future contract (ICE), which is used by the refinery for the purpose of hedging crude purchases prior to their refining and sale as a finished product. In this context, it should be noted that the Company performed DFL hedging transactions for 2026 in a volume of 6.2 million barrels (spread linearly throughout the year). Additionally, another part of the DFL is hedged through refining margin hedging. For details, see Note 8G to the financial statements.
- During the report period, the oil future market curve (ICE Brent) was in Backwardation at an average level of about 2.1 dollars per barrel for the front month compared to Backwardation at an average level of about 0.6 dollars per barrel in the corresponding period last year.
Close to the date of approval of the report, the future market curve was in Backwardation at a level of about 4.6 dollars per barrel for the front month.

5/20/2026 | 5:08:36 AM | v1.2.5
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Refining Margins*
Monthly average⁽¹⁾ of transport diesel⁽²⁾ and gasoline⁽³⁾ margins in the Mediterranean
Compared to Brent crude oil⁽⁴⁾ in 2025-2026 (USD per barrel)
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ינואר-מרץ
- מוצרים ארומטים
- חו"ג לייצור פולימרים
- (1) אחרים
- קרוסיין
- 0.5% מזוט
- בנזין
- סולר
| 1,798 |
|---|
| 6%, 108 |
| 5%, 91 |
| 10%, 175 |
| 7%, 123 |
| 13%, 232 |
| 21%, 374 |
| 38%, 695 |
| 2,009 |
| --- |
| 4%, 81 |
| 5%, 106 |
| 9%, 172 |
| 11%, 227 |
| 16%, 320 |
| 18%, 367 |
| 37%, 736 |
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(2) 2025 ינואר-מרץ
(3) 2026 ינואר-מרץ
Source: LSEG (Refinitiv)
(1) Average from May until close to the date of approval of the report
ULSD CIF Med (2) Prem Uni CIF Med (3) Dated Brent (4)
Average transport diesel and gasoline margins
Compared to Brent crude oil (USD per barrel)

(1) Diesel and gasoline margins in the report period increased compared to the corresponding period last year against the background of supply disruptions due to the blockade of the Strait of Hormuz, reduction in refinery outputs, mainly in Asia, due to a shortage of crude oil, damage to energy facilities in the Gulf states and an increase in natural gas prices, alongside continued attacks on Russian refineries.
Close to the date of approval of the report, diesel and gasoline margins stood at approximately 50.9 and 38.5 dollars per barrel, respectively.
- There may be discrepancies between this information and its derivatives and the financial information published by the company.
Consumption of distillates in the local market(1)
Thousands of tons
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Source: Publications of the Ministry of National Infrastructure, Energy and Water (excluding kerosene sales to the Ministry of Defense).
Consumption of transport diesel includes the use of transport diesel for electricity generation.
(1) Total consumption of distillates in the local market (transport fuels, other distillates for industry and heating) decreased by about $5\%$ compared to the corresponding period last year.
(2) Consumption of other distillates (mainly petrochemical products, LPG, marine fuel, bitumen and fuel oil) decreased in the report period by about $13\%$ , compared to the corresponding period last year, mainly due to a decrease in the consumption of petrochemical products and marine fuel.
(3) Consumption of transport fuels (gasoline, diesel and kerosene) decreased in the report period by about $2\%$ , compared to the corresponding period last year.
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Refining Volume
Utilization of crude oil refining facilities, crude oil refining volume and processing of heavy vacuum gas oil in the refining sector (in thousands of tons)(1)

(1) Crude oil refining volume and correspondingly the utilization of refining facilities, as well as the volume of heavy vacuum gas oil processing, are affected by optimization considerations, while striving to maximize the Group's profitability from the crude oil purchase stage to the production of fuel products, polymers, and aromatics.
(2) Refining volume, utilization of refining facilities, and the volume of heavy vacuum gas oil (HVGO) processing in the corresponding period last year were affected by the shutdown of the HCU facilities, hydrogen production, CDU 3, and ancillary facilities for the purpose of periodic maintenance. The utilization rate of the refining facilities without the periodic maintenance is estimated at $86\%$ .
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(3) Refining volume and utilization of refining facilities in the report period were affected, among other things, by localized hits within the Group's complex and damage to essential infrastructure for the Group's activities as a result of the missile attack during Operation "Lion's Roar". The extent of the loss of profits due to the aforementioned damage amounted to an immaterial amount. For details, see Note BC to the financial reports.
Breakdown of refining sector output by main product groups
Thousands of tons

(1) Includes mainly bitumen, LPG, 1% fuel oil and occasionally naphtha.
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Refining sector output in the corresponding period last year was affected by the shutdown of the HCU facilities, hydrogen action, CDU 3, and ancillary facilities for the purpose of periodic maintenance.
Refining sector output in the report period was affected, among other things, by localized hits within the Group's complex, ascribed above.
5/20/2026 | 5:08:38 AM | v1.2.5
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Polymers Segment
Polymer and Naphtha Prices*

2025 2026

2025 2026
ינואר-מרץ
During the reporting period, there was an increase in the price of polyethylene compared to the same period last year, against the background of supply constraints from the Persian Gulf due to the blockage of the Strait of Hormuz, alongside damage to energy facilities in Gulf countries.
- There may be gaps between this information and its derivatives and the financial information published by the company.
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Margins*
Monthly Average(1) of Polymer Margins
Compared to Naphtha 2025-2026 (USD per ton)

Source: ICIS
(1) Average from May until close to the report approval date
Polymer Margins
Compared to Naphtha (USD per ton)
(1) During the reporting period, there was a decrease in the difference between the average price of polypropylene and the average price of naphtha compared to the same period last year, resulting from an increase in the naphtha price.
(2) During the reporting period, there was an increase in the difference between the average price of polyethylene and the average price of naphtha compared to the same period last year, resulting from an increase in the polyethylene price offset by an increase in the naphtha price.
Close to the report approval date, polypropylene and polyethylene margins rose and stood at approximately 1,189 and 1,538 USD per ton.

Polymer Output Volumes
Thousand tons
The decrease in the volume of polymer outputs during the reporting period compared to the same period last year was due, among other things, to a decision to lower the operating volume of the production lines at Ducor(1).

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(1) For details see Note 11C1 to the annual financial reports.
* There may be gaps between this information and its derivatives and the financial information published by the company.
Investment in Oil Asset Segment
Crude Oil Price
WTI type crude oil(1) in 2025-2026 (USD per barrel)

Source: LSEG (Refinitiv)
(1) WTI NYMEX
Average Crude Oil Price
WTI type (USD per barrel)

The WTI price rose during the reporting period compared to the same period last year at a lower level than the increase in the Brent price (detailed above) due to lower exposure to supply routes from Persian Gulf countries.
Production Volume (BOE)
Thousand barrels
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(1) By-products such as NGL and natural gas.
Chapter 2
Results of Operations of Bazan Group
For the period ended
31.3.2026
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5/20/2026 | 5:58:39 AM | v1.2.5
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A. Bazan Group results of operations
Selected data from reported consolidated income statements and data adjusted for accounting effects for the three-month period ended March 31, 2026 (\$ millions)
In order to present the results of operations of the refining sector also on an economic basis, with the aim of providing the reader of the report with approximate information regarding operating profit on a cash basis; to allow better analysis in relation to various benchmark indices (calculated assuming an absence of inventory balances and accordingly an absence of hedging transactions in respect thereof); and to allow a better understanding of business performance over time and in relation to peer companies; the accounting effects in the refining sector are neutralized for the fuels unit only (excluding the aromatics unit), and also in relation to the results of operations of the Investment in Oil Asset sector.
In this report, the term "Adjusted EBITDA" refers to Adjusted EBITDA in the refining sector as stated, for the fuels unit only, together with reported EBITDA in the other operating units of the Group, plus the Company's share in the Adjusted EBITDA of Cantium (an associate) according to the Company's effective holding rate (52%).
| January-March 2026 | January-March 2025 | Change | |
|---|---|---|---|
| Revenue | 1,941 | 1,560 | 24% |
| Reported EBITDA | 89 | 27 | 230% |
| Depreciation | (51) | (48) | 6% |
| Other income (expenses), net(1) | (2) | 3 | -167% |
| Operating profit (loss) | 36 | (18) | 300% |
| Financing expenses, net(2) | (24) | (18) | 33% |
| Company's share in losses of associates(3) | (22) | - | |
| Income taxes | 2 | 5 | -60% |
| Net loss | (8) | (31) | -74% |
| Refining sector adjustments(*) | 36 | 13 | |
| Adjusted EBITDA - Investment in Oil Asset sector(**) | 29 | - | |
| Adjusted EBITDA | 154 | 40 | 285% |
| Adjusted operating profit (loss) | 72 | (5) | 1540% |
| Adjusted net profit (loss) | 19 | (18) | 206% |
() For details on the adjustment components, see section B3 below.
(*) The Company's shares in the Adjusted EBITDA of Cantium (an associate) according to the Company's effective holding rate (52%). For details on the adjustment components, see section B3 below.
(1) Includes amortization of excess cost.
(2) Below is a breakdown of the main changes in financing expenses, net on an economic analysis basis (\$ millions):
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For details regarding the Group's exposure to changes in floating dollar interest rates, see Note 30D to the annual financial statements.
(3) Mainly stems from expenses in respect of changes in the fair value of unrealized hedging transactions.
Consolidated Adjusted EBITDA
By segments of activity (\$ millions)
| January-March 2026 | January-March 2025 | Change | |
|---|---|---|---|
| Refining sector | 132 | 34 | 98 |
| Polymers sector | (8) | 1 | (9) |
| Investment in Oil Asset sector(1) | 29 | - | 29 |
| Others and adjustments | 1 | 5 | (4) |
| Total | 154 | 40 | 114 |
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(1) The Company's share in the Adjusted EBITDA of Cantium (an associate) according to the Company's effective holding rate $(52\%)$ .
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(1) For details on the adjustment components, see section B3 below.
(2) For details on net loss for realization of hedging transactions for the refining margin and for hedging the Dated to Frontline (DFL), see section B3 below.
(3) Determining days - average of 5 trading days preceding the last 2 business days of the month, based on which the price for the following month is determined in the local market.
*The benchmark margin is calculated by (Energy Market Consultants) EMC (https://www.fgenergy.com) and published on the LSEG (Refinitiv) platform. For details on how the benchmark margin is calculated, see the Board of Directors' Report for 2025.
5/20/2026 (5:08:41 AM) v1.2.5
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B. Analysis of results for three months
1. Sales turnover to external customers by operating segments*, USD millions


Sales distribution


Average price of product basket, USD per ton
(1) The increase in the sales turnover of the refining segment in the report period compared to the corresponding period last year resulted from an increase in the quantity sold, mainly due to periodic maintenance in the corresponding period last year, alongside an increase in the price of distillates (based on the Brent price).
(2) The decrease in the sales turnover of the polymers segment in the report period compared to the corresponding period last year resulted from a decrease in the quantity sold, alongside a decrease in the price of polymers.
- It should be noted that in the refining and petrochemistry industry, the main factor affecting the results of operations is not the sales turnover, but the refining and petrochemistry margins, which are the difference between the income from the sale of the product basket and the costs of raw materials and energy required for their production. Also, the results are affected by the utilization of production facilities.
Sales turnover - Oil asset investment segment
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Sales turnover, USD millions (1)
Average price per oil barrel (USD per barrel) (2)


(1) Sales turnover of Cantium (an associate company).
(2) Price per barrel of crude oil without by-products. Effective price per barrel (after the effect of hedging transactions realized in the report period) 66 USD per barrel for January-March 2026.
2. Consolidated Adjusted EBITDA in operating segments
Below is a detail of the main factors for the change in the consolidated Adjusted EBITDA for the operating segments in the report period compared to the corresponding period last year.
Main factors for the change in consolidated Adjusted EBITDA
USD millions

| Increase (Decrease) | Refining | Polymers | Oil Asset Investment | Others and Adjustments | Consolidated |
|---|---|---|---|---|---|
| Adjusted EBITDA Jan-Mar 2025 | 34 | 1 | - | 5 | 40 |
| Estimated loss of profits due to periodic maintenance in Q1 2025(1) | 56 | - | - | - | 56 |
| Margin/ contribution(2) | 70 | - | - | (4) | 66 |
| Sales volume | (16) | (4) | - | - | (20) |
| Operating expenses(3) | (26) | (5) | - | - | (31) |
| Less interruption insurance income(4) | 14 | - | - | - | 14 |
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| Increase (Decrease) | Refining | Polymers | Oil Asset Investment | Others and Adjustments | Consolidated |
|---|---|---|---|---|---|
| Adjusted EBITDA - Oil asset investment segment(5) | - | - | 29 | - | 29 |
| Total change | 98 | (9) | 29 | (4) | 114 |
| Adjusted EBITDA Jan-Mar 2026 | 132 | (8) | 29 | 1 | 154 |
(1) In the corresponding period last year, periodic maintenance was carried out at the Hydrocracker (HCU), hydrogen production, SRU 3, and auxiliary facilities.
(2) For the purpose of EBITDA analysis, the change in marketing and selling expenses (transportation, storage, etc.) is included in the contribution analysis.
(3) Includes production, management, and general groups. The change results mainly from the effect of the strengthening of the Shekel against the Dollar, alongside an increase in salary expenses (due to capitalization of salary expenses to fixed assets in the corresponding period last year), an increase in fixed production expenses due to the periodic maintenance carried out in the corresponding period last year, as described above, and an increase in electricity expenses due to damage to the energy center in June 2025.
(4) Business interruption insurance income, based on the rate of advances determined by the insurers. For details, see Note 8C to the financial statements.
(5) The company's share in the Adjusted EBITDA of Cantium (an associate company) according to the company's effective holding rate (52%).
3. Neutralization components
Neutralization components in the refining segment (for the fuels unit) and their effect on EBITDA
USD millions
| Jan-Mar 2026 | Jan-Mar 2025 | |
|---|---|---|
| Reported EBITDA in the refining segment | 96 | 21 |
| Timing differences effects(1) | (99) | (2) |
| Effects of inventory adjustment to market value, net | 95 | 18 |
| Effects of changes in fair value of derivatives(2) | 40 | (3) |
| Total neutralizations | 36 | 13 |
| Adjusted EBITDA in the refining segment | 132 | 34 |
| Adjusted margin - USD per barrel | 12.7 | 6.8 |
| Pro forma adjusted refining margin - USD per barrel(3) | - | 8.4 |
| Benchmark margin - USD per barrel | 16.3 | 7.0 |
(1) As of the report date, the scope of unprotected inventory is approximately 525 thousand tons. After the report period, the inventory availability agreement ended. Accordingly, the scope of unprotected inventory, starting from the end of the agreement, stands at approximately 730 thousand tons. For details, see Note 5C1.
(2) In the report period, the company recognized in the reported EBITDA a loss from future transactions for hedging the refining margin of approximately 80 million USD, and on the other hand, a profit from revaluation of future hedging transactions (Dated to Frontline) DFL in the amount of approximately 26 million USD. In the report period, hedging transactions for the refining margin and DFL hedging transactions were realized at a net loss of approximately 14 million USD (approx. 0.9 USD per barrel). For further details, see Chapter 1 above and Note 8G to the financial statements. In the corresponding period last year, hedging transactions for the
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(3) The pro forma margin in the corresponding period last year neutralizing periodic maintenance at the Hydrocracker (HCU), hydrogen production, SRU 3, and auxiliary facilities was calculated as follows:
a. The estimated loss of profits was added to the company's adjusted refining margin (in USD millions).
b. The corrected margin was divided by the number of barrels of crude oil and intermediate materials the company would have processed were it not for the periodic maintenance.
Neutralization components in the oil asset investment segment and their effect on EBITDA(1)
USD millions
| see May 2026 | |
|---|---|
| Reported EBITDA oil asset investment segment | (5) |
| Effects of changes in fair value of derivatives(2) | 34 |
| Total neutralizations | 34 |
| Adjusted EBITDA oil asset investment segment | 29 |
(1) The company's share in Cantium's results (an associate company) according to the company's effective holding rate $(52\%)$ .
(2) Unrealized hedging expenses (income). As of 31.3.2026, Cantium entered into hedging transactions covering $40\% -50\%$ of the monthly PDP values until 31.3.2028, in a manner that is not spread linearly over the period. Considering the sharp rise in the WTI barrel price during the report period, and at the report date in particular, Cantium recognized revaluation expenses for the hedging transactions in the amount of approximately 73 million USD (of which approximately 8 million USD are attributed to the report period and approximately 65 million USD to periods after the report date). Revaluation expenses in the amount of approximately 65 million USD for future periods were neutralized in the Adjusted EBITDA (company's share approx. 34 million USD).
4. Net loss
Main factors for the change in the consolidated net loss
USD millions

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5/20/2026 | 5:58:42 AM | v1.2.5
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Chapter 3
Financial Position Analysis
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| Equity to balance sheet ratio | Equity to balance sheet ratio |
|---|---|
| 35% | 39% |
| 31.3.2026 | 31.12.2025 |
Analysis of the Financial Position (Balance Sheet)
USD millions
| Customers and receivables | 63% | 623 1,026 | Due to an increase in customers balance in the amount of approximately USD 358 million resulting mainly from an increase in price as well as an increase in quantity, and an increase in receivables in the amount of approximately USD 45 million, resulting mainly from an increase in refining margin derivative deposits (for details see Note 8G to the financial statements) offset by a decrease in income receivable from business interruption insurance received during the report period (for details see Note 8 to the financial statements). |
|---|---|---|---|
| Inventory | 36% | 619 841 | Mainly due to an increase in prices of the refining sector. |
| Fixed assets, net | -0.1% | 2,353 2,351 | |
| Suppliers, payables and provisions | 44% | 993 1,433 | Mainly due to an increase in suppliers balance in the amount of approximately USD 405 million resulting mainly from an increase in price. |
| Asset (liability) regarding financial derivatives, net | -110% | 61 (6) | Mainly due to an increase in refining margin derivative liabilities in the amount of approximately USD 66 million (for details see Note 8G to the financial statements). |
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Long-term loans and BONDS (including current maturities)
1%
1,247
1,259
Mainly due to taking loans offset by repayments of BONDS and loans in the amount of approximately USD 4 million as well as exchange rate differences (*) in the amount of approximately USD million.
Equity
-2%
1,746
1,721
Mainly due to loss for the period in the amount of approximately USD 8 million as well as dividend declaration in the amount of 35 million dollars.
(*) Generally, the Group acts to perform hedging for the NIS BONDS through principal and interest swap transactions. Accordingly, the effect of exchange rate differences of the BONDS was mostly offset.
Chapter 4
Liquidity Analysis
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Working capital (current assets less current liabilities)
USD millions

Accounting cash flows* for the period of January-March 2026

(*) Based on the presentation in the financial statements.
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(1) Includes insurance receipts regarding loss of profits in the amount of approximately USD 32 million. For details see Note 8C to the financial statements.
(2) Includes costs regarding rehabilitation of damages from Operation "Am Kalavi". For details see the cash flow statements in the financial statements.
(3) For details regarding the receipt of loans during the report period see Note 6A to the financial statements.
(4) For details see Note 9 to the financial statements.
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Chapter 5
Total Credit from Financial Institutions
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Total Credit from Financial Institutions
Following is the detail of the consolidated debt, net to financial institutions and to BOND holders of the BAZAN Group
Financial Debt
USD millions

(1) According to the Company's share in the financial debt, net in Cantium (associate company) according to the Company's effective holding rate $(52\%)$ .
(2) Mainly regarding Ducor.
(3) Including current maturities. Presented at adjusted par value (excluding interest payable).
(4) According to the Group's hedging policy, the Group performs hedging on the NIS BONDS. Principal and interest swap hedging transactions are presented parallel to the presentation of the BONDS, at their adjusted par value (excluding interest receivable/payable), less or plus the deposits placed for the purpose of securing the transactions.
(5) Including cash and cash equivalents and short-term deposits (excluding deposits placed for the purpose of securing transactions performed against the issuance of NIS BONDS).
- Gross financial debt includes short-term credit, bank loans, BONDS, and hedging transactions on BONDS.
** Net financial debt includes gross financial debt less liquid financial assets.
For details regarding the Group's secured short-term credit facilities, see Note 13A2 to the annual financial statements. As of March 31, 2026, the Group has unutilized secured credit facilities totaling approximately USD 521 million (utilization is for letters of credit and guarantees only). For details regarding additional secured credit facilities for letters of credit and guarantees only, see Note 6A to the financial statements.
Movement in Net Financial Debt
USD millions
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(1) Cash flow from operating activities less change in operating working capital and income tax paid, net. Includes insurance receipts for loss of profits totaling approximately USD 32 million. For details see Note 8C to the financial statements.
(2) Change in operating working capital (inventory, customers, and suppliers balances) without change in discounting and interest-bearing suppliers.
(3) For details regarding discounting balances and interest-bearing supplier credit, see Notes 8D and 8E to the financial statements, respectively.
(4) Includes costs for the rehabilitation of damages from Operation "With Kalvi". For details see statements of cash flows in the financial statements.
(5) Mainly results from an increase in refining margin derivative deposits. Excluding deposits placed for the purpose of securing transactions performed against the issuance of NIS BONDS.
(6) For details see Note 9 to the financial statements.
(7) The Company's share in the financial debt, net in Cantium (associate company) according to the Company's effective holding rate $(52\%)$ .
Financial Leverage*
X1.4
X1.5
X1.5
X1.5 2026
- Net financial debt as defined above divided by neutralized EBITDA for the last 4 quarters.
The leverage ratio includes the Company's share in Cantium's neutralized EBITDA starting from August 2025 and in the net financial debt, according to the Company's effective holding rate (52%).
Average Scope of Financing Sources in the Report Period
Short-term credit, loans, and long-term BONDS (including current maturities, according to their par value and without issuance costs) approximately USD 1,298 million. Average customers approximately USD 722 million and average suppliers approximately USD 1,024 million.
Chapter 6 - Exposure to Market Risks and their Management
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During the report period, no material change occurred in the market risks to which the Company is exposed, in the policies for managing these risks, and in those responsible for their management relative to the description in the Board of Directors' Report on the State of the Corporation's Business for the period ended December 31, 2025.
Chapter 7 - Corporate Governance Aspects
During the report period, no change occurred regarding the minimum required number of directors with accounting and financial expertise, the minimum required number of independent directors by law, and the disclosure provided in connection with the internal auditor in a reporting corporation relative to the description in the Board of Directors' Report on the State of the Corporation's Business for the period ended December 31, 2025.
Chapter 8 - Disclosure in Connection with the Financial Reporting of the Corporation
A. Additional information included in the auditors' report to the shareholders
Without qualifying their conclusion, the independent accountants drew attention to:
To the stated in Note 5A to the consolidated financial information (including by way of reference to the stated in Note 20C to the annual consolidated financial statements) regarding the Israeli government decision dated March 6, 2022, regarding a strategy for the development and promotion of Haifa Bay, which includes the establishment of a government team to manage negotiations with the Company to achieve an outline for the cessation of the petrochemical industry activity of the Group companies while maintaining energy security and regular supply of fuels to the Israeli market, which the Company's management estimates cannot be evaluated at this stage for its implications and effects on its activities, business, and financial results; and also to the stated in Note 5B(1) to the consolidated financial information (including by way of reference to the stated in Note 20A(4) to the annual consolidated financial statements) regarding proceedings against Group companies relating to environmental laws and regulations and which, with respect to some of them, in the estimation of the Company's management and the consolidated companies, based, among other things, on the opinions of their legal advisors, the above-mentioned effect on the results of operations and financial position, if any, cannot be estimated at this stage, and therefore no provisions were included in this regard within the financial information.
B. Use of estimates and judgment
For further details regarding the use of estimates and judgment, see Note 2B to the financial statements.
C. Definition of negligible transactions in the Company's financial statements
During the report period, no change occurred relative to the disclosure provided on this matter within the Periodic report for the year 2025.
Chapter 9 - Details regarding Outstanding Liabilities Certificates
During the report period, no changes occurred in the details of the existing BOND series (Series J, L, M, and P) issued by the Company and offered to the public according to a prospectus, in the details of the trustees for the BONDS, in the conditions for calling the BONDS for immediate repayment, in the Company's compliance with these conditions, and in the collateral for the BONDS, as detailed in the Board of Directors' Report on the State of the Corporation's Business for the period ended December 31, 2025, and in the notes to the financial statements for that year. It should be noted that on March 25, 2026, approval was given for the rating of the Company and its BONDS at 'ilA+' with a negative outlook by Maalot (S&P).
For further details regarding the financial covenants applicable to the Company see Note 6B to the financial statements.
During the report period, the Company met its obligations to the BOND holders, including not creating a lien on the Company's assets, except in accordance with the provisions of the relevant trust deeds.
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5/25/2026 | 5:08:45 AM | v1.2.5
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Following are financial data regarding series of outstanding debt certificates as of March 31, 2026, in millions of dollars:
| Series Name | Adjusted par value balance | Fair Value (1) |
|---|---|---|
| Series J | 111 | 106 |
| Series L | 292 | 293 |
| Series M | 161 | 166 |
| Series O | 208 | 211 |
(1) The fair value of the tradable BONDS was determined based on the quoted market price on the TASE as of the date of the report.
As of March 31, 2026, the interest balance payable regarding the BONDS is approximately $3 million.
Chapter 10 - Events during and after the Reporting Period
A. Effects of the War and the Security Situation
During the reporting period, Operation "Lion's Roar" began and the regional developments accompanying it led to an increase in geopolitical tension in the Middle East and consequences for the energy markets and international trade; a sharp increase was recorded in the prices of crude oil and energy products along with sharp volatility in distillate margins; disruptions were caused in central shipping routes used for transporting oil and its products, including in the Persian Gulf and the Strait of Hormuz, through which a significant portion of world oil trade passes, which increased uncertainty regarding the use of maritime transport routes. Alongside the risks accompanying this tension, as of the date of approval of the report, the business environment in all activity sectors in which the company operates - in the refining sector, in the oil asset investment sector, and in the polymers sector - has strengthened significantly.
For details, see Note 8C to the financial statements.
B. Debt Raising
For details regarding the taking of loans during and after the reporting period, see Note 6A to the financial statements.
C. Inventory Availability Agreement
For details regarding the termination of the inventory availability agreement after the reporting period, see Note 5C1 to the financial statements.
D. Material Events
For details regarding material events during and after the reporting period, see Note 8 to the financial statements.
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The Board of Directors wishes to thank all employees and management for their commitment and hard work during this challenging period.
Moshe Kaplinsky
Chairman of the Board of Directors
Rafael Maman
Chief Executive Officer
3 Sivan, 5786, May 19, 2026
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Update to the Description of the Corporation's Business for the Periodic report as of December 31, 2025
Details according to Regulation 39A of the Securities Regulations (Periodic and Immediate Reports, 1970).
During and after the reporting period, no material changes or innovations occurred in the description of the corporation's business that do not appear in other chapters of the financial statements or in the Board of Directors' report, except as specified below.
- Further to the stated in Section 1.6.3.4 of the Description of the Corporation's Business chapter in the annual Periodic report of the Company for the year 2025 published by the Company on March 26, 2026, reference: 2026-01-027498 ("the Annual Report" and "Description of the Corporation's Business Chapter", respectively)¹:
a. Regarding the insurance claim filed by the Company following the missile attacks in June 2025, for the period beginning at the end of the deductible and until December 31, 2025, the scope of the claim as of the date of the report stands at approximately $231 million (based on an estimate of the scope of indirect damage during this period, including costs incurred for the mitigation of damage from loss of profits) for which income from loss of profit insurance was recorded in 2025 and during the reporting period (based on the rate of advances determined by the insurers) in a total of approximately $174 million (before tax). In 2025, $123 million was received in the Company's account, and during the reporting period, an additional $32 million was received. As of the date of approval of the report, the Company still estimates that the scope of expected loss of profits (net of the deductible period) will amount to the limits of the insurance coverage.
b. Regarding the Company's actions before the Compensation Fund (pursuant to the Property Tax and Compensation Fund Law, 1961) to exhaust its rights and receive advances for the direct damage caused to it, after the reporting period, an additional advance of approximately NIS 100 million (approximately $33 million) was received in the Company's account, such that the total scope of advances stands at approximately NIS 260 million (approximately $80 million). The Company is acting to receive additional advances, in parallel with the progress of restoration activities and the emergence of additional expenses. As of the date of approval of the report, there has been no change in the Company's assessment regarding the scope of the direct damage.
c. Regarding the petitions for an order nisi and a request for an interim order filed with the High Court of Justice (Bagatz) by the Haifa Municipality and by Green Trend, Zalul Association et al., against a series of respondents including the Company, regarding the Amended Order (as defined in the Annual Report), after a hearing on the petitions held on May 3, 2026, Green Trend, Zalul Association et al. agreed to withdraw their petition following the recommendation of the High Court, while the Haifa Municipality insisted on its petition, and on May 12, 2026, a judgment was rendered dismissing the petition for an order nisi and a request for an interim order, and requiring the Haifa Municipality to bear the costs of the Company and the additional respondents (in an amount that is not material).
It should be noted that the operation of the Group's facilities after a sudden shutdown in general, and after a shutdown originating from external damage to the facilities in particular, is a complex process that includes many elements of uncertainty and requires extra caution and operational flexibility alongside, among other things, adherence to safety instructions and legal requirements regarding the environment. The Company's assessments above regarding the scope of damages, insurance receipts, and the scope of coverage for damages caused to the Company, are "forward-looking information" as defined in the Securities Law, 1968 ("Securities Law"), and as such is uncertain and may not be realized, in whole or in part, or may be realized in a manner different from what was anticipated. As stated above, the complex process of operating the Group's facilities includes many elements of uncertainty, including malfunctions and/or injuries that may become apparent only during the operation of various facilities, as well as dependence on locating and supplying various components, receiving expert services (including foreign) in various fields, and the need for various approvals including regulatory approvals, whose materialization is uncertain and not under the Company's control. The Company's assessment regarding insurance receipts and the scope of coverage for damages caused to the Company is based on the application of the Company's actual plan (the materialization of which as planned is uncertain), the scope of insurance coverage that will actually be received, the scope
¹ and the content of which is included by way of reference.
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of the compensation that will actually be received in accordance with the Property Tax and Compensation Fund Law, 1961 and the environment of refining margins in the relevant period, which are uncertain and not under the Company's control.
.2 Further to the stated in sections 1.6.3.8 and 1.6.3.9 of the Description of the Corporation's Business chapter$^{2}$:
a. During the reporting period, Operation "Lion's Roar" began and the regional developments accompanying it led to an increase in geopolitical tension in the Middle East and consequences for the energy markets and international trade; a sharp increase was recorded in the prices of crude oil and energy products along with sharp volatility in distillate margins; disruptions were caused in central shipping routes used for transporting oil and its products, including in the Persian Gulf and the Strait of Hormuz, through which a significant portion of world oil trade passes, which increased uncertainty regarding the use of maritime transport routes. Alongside the risks accompanying this tension, as of the date of approval of the report, the business environment in all activity sectors in which the company operates - in the refining sector, in the oil asset investment sector, and in the polymers sector - has strengthened significantly.
b. As a result of missile attacks on the north of the country as part of Operation "Lion's Roar"$^{3}$, during the reporting period, pinpoint hits occurred in the Group's complex and external infrastructure owned by a third party, essential to the Group's activity, was damaged. Additionally, a pinpoint hit occurred on the roof of a distillate tank in the Group's complex. The damage caused by the hits was not material and even during the reporting period, the Group's production facilities returned to activity. The Company is acting before the Compensation Fund (pursuant to the Property Tax and Compensation Fund Law, 1961) to exhaust its rights and receive advances regarding the direct damage caused.
c. As of the date of approval of the report, there is still material uncertainty regarding security developments and their consequences, including in connection with the renewed fighting on the Lebanese front, the conflict regarding the Strait of Hormuz, additional military operations and their scope, and therefore it is not possible to estimate the scope of the future impact on the Group's activity and its results.
It should be noted that, throughout the period of fighting - including after the missile hits on the Company's facilities - the Company continued its current activity, while prioritizing the needs of the state in coordination with the relevant government bodies - primarily the supply of fuels for electricity production and various fuels for the security system, alongside the continued supply of fuels to its customers, which served to emphasize the Company's vitality to the economy and its importance.
.3 Further to the stated in Section 1.10.17.3 of the Description of the Corporation's Business chapter regarding the engagement of the acquisition partnership in a financing agreement, during the reporting period, the acquisition partnership performed a distribution of profits, where the Company's share (through Energi LLC, see Section 1.1.3 of the Description of the Corporation's Business chapter) is approximately $31 million.
.4
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Further to the stated in Note 20B4 to the annual financial statements of the Company as of December 31, 2025 ("the Annual Financial Statements"), regarding an inventory availability agreement ("the Agreement") between the Company and an international company ("Party B") concerning the availability of raw material inventory and primarily crude oil in an amount of 1.5 million barrels ("the Inventory"), after the reporting period, the Company and Party B agreed on an update to the Agreement, such that its termination will be moved forward to April 7, 2026 (instead of the end of March 2029) ("the Updated Agreement").
According to the Updated Agreement, Party B will exercise the PUT option according to which it is entitled to sell the Inventory to the Company, which will transfer to the Company's ownership on the termination date of the Updated Agreement. According to the Updated Agreement, the consideration for the exercise of the PUT option will be based on the market price of the Inventory, according to the future market quotes for March 2029 (the original termination date of the Agreement). Accordingly, the Company is expected to purchase the Inventory at a price significantly lower than the current market price, which at this date is estimated at approximately $115 million.
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2 and the content of which is included by way of reference.
3 For additional details, see the Company's reports from March 20, 2026, and March 30, 2026 (references, respectively: 2026-01-025009 and 2026-01-029727), the content of which is included by way of reference.
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The updated agreement is, among other things, against the background of reducing inventory availability agreement quantities over the years, alongside diversifying financing sources, reducing the Company's leverage level, and lowering the annual repayment load. According to the Company's assessment, considering the current interest rate environment and the Company's fundraising costs, the termination of the agreement will result in an annual saving of approximately $1-1.2 million.
The payment date for the inventory was set for October 1, 2026, plus market interest for the payment deferral. This date allows the Company to optimally prepare for the inventory's financing sources.
With the purchase of the inventory as mentioned, the Company's unhedged inventory volume is expected to stand at 730 thousand tons. Given the Brent price environment, the Company is examining various strategies for partial hedging of the unhedged inventory.
The above regarding the manner of ending the transaction and the impact on the Company's results constitutes forward-looking information as defined in the Securities Law, based on the Company's assessments including assessments of market conditions, the volume of crude oil consumption by the Company, and the Company's financing sources and costs. The above may not materialize or may materialize in part due to the non-materialization of the Company's assessments, changes in the Company's work plans, the volume or rate of the Company's raw material consumption, the financing sources and costs used by the Company, and factors beyond the Company's control.
-
After the report period, an annual and special general meeting of the Company was held, which approved, among other things, an amendment to the Company's compensation policy regarding the conditions for an annual grant to the Chairman of the Board and an update to the terms of office and employment of the Company's Chairman of the Board regarding a grant for the years 2026-2028, approval of a retirement grant for the Company's former CEO, amendment of the Company's articles of association - cancellation of the par value of the Company's shares, and allocation of warrants to the Deputy CEOs. For details, see the general meeting invitation report (amended) dated April 30, 2026, and the meeting results report dated May 7, 2026 (References, respectively: 2026-01-039935 and 2026-01-042593), the contents of which are brought by way of reference.
-
Further to Note 20C of the annual financial statements, Note 5A of the consolidated financial statements as of March 31, 2026, and Section 1.6.7.2 of the description of the corporation's business chapter, after the report period, various media reports referred to the Ministry of Energy promoting a draft resolution to establish a new refinery in the Negev instead of closing the refining in Israel.
-
After the report period, the Company updated that it intends to examine and promote the possibility of raising debt from the public through the issuance of new series of BONDS - BONDS (Series XVII) not linked to the Consumer Price Index or any currency and BONDS (Series XVIII) linked to the US dollar, and their listing for trading on the Tel Aviv Stock Exchange Ltd. For details, including drafts of the trust deeds for the said series and summary of covenant documents, see the immediate report published by the Company on April 28, 2026 (Reference: 2026-01-039074), the content of which is brought by way of reference.
-
Further to Section 1.22.2 of the description of the corporation's business chapter regarding a request for discovery and review of documents under Section 198a of the Companies Law, 5759-1999, filed with the Haifa District Court, as of the date of publication of the report, the parties have completed the submission of their pleadings.
-
Further to Sections 1.2.5 and 1.14 of the description of the corporation's business chapter, with the entry of the new CEO into office, the Group began implementing organizational changes regarding the management structure.
As part of the changes, it was decided to centralize several fields of activity and cross-organizational functions at the Group headquarters level, aiming to strengthen the Group's core activities and its growth engines. For this purpose, two main centers of responsibility were formed:
A. The organizational operations integration field for the centralization and management of cross-organizational operations, interface management, maximizing synergy between Group units, and optimizing decision-making processes.
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B. The strategic entrepreneurship field for support at the strategic level of expanding Group activity, and for germinating and formulating intra-group efficiency initiatives, including improving overall optimization management capabilities along the supply chain.
These areas of responsibility, alongside other organizational focus steps included in the process, are intended to strengthen the Group's ability to deal with growth challenges and ensure management focus appropriate to the nature of its current and future activities.
- Further to Section 1.7.19.8 of the description of the corporation's business chapter, the Company plans to carry out periodic maintenance in the Continuous Catalytic Reformer (CCR), Isomerization, aromatics facilities, and ancillary facilities in the fourth quarter of 2026, the direct cost of which is estimated at approximately $80-100 million.
The information provided above regarding the Company's plans to perform periodic maintenance in the Company's facilities and their cost is forward-looking information as defined in the Securities Law, and as such is uncertain and may not materialize, in whole or in part, or may materialize differently than expected. This information is based on the Company's current plans, which may not materialize or may materialize only in part or in a materially different manner than expected, as a result of factors beyond the Company's control, including changes in costs, required regulatory approvals, availability of contractors, and the uncertainty that still exists regarding the continuation of the "Swords of Iron" war and its derivatives, Operation 'Lion's Roar', their impact on the functioning of the economy and the home front and on the Israeli economy, including the Company's activities, including instructions the Company will receive as a result of all these and/or due to the possibility that the economy will enter operation in a continuous emergency routine and/or due to the Company's adaptation and its methods of operation to the war situation, and due to other risk factors to which the Company is subject, as stated in Section 1.24 of the description of the corporation's business chapter.
Part B
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Summary of Interim Consolidated Financial Reports
For the period ended March 31, 2026
Kost Forer Gabbay & Kasierer
144A Menachem Begin Road,
Tel Aviv 6492102
Tel. +972-3-6232525
Fax +972-3-5622555
ey.com
Review Report of the Independent Auditor to the Shareholders of Oil Refineries Ltd.
Introduction
We have reviewed the accompanying financial information of Oil Refineries Ltd. (hereinafter: "the Company") and its subsidiaries (hereinafter: "the Group"), which includes the condensed consolidated statement of financial position as of March 31, 2026, and the condensed consolidated statements of profit and loss and other comprehensive income, changes in equity, and cash flows for the three-month period ended on that date. The Board of Directors and Management are responsible for the preparation and presentation of financial information for this interim period in accordance with International Accounting Standard 34 "Interim Financial Reporting", and they are also responsible for preparing financial information for this interim period according to Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970. Our responsibility is to express a conclusion on financial information for this interim period based on our review.
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Scope of Review
We conducted our review in accordance with Review Standard (Israel) 2410 of the Institute of Certified Public Accountants in Israel "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information is not prepared, in all material respects, in accordance with International Accounting Standard 34 IAS.
In addition to the aforementioned in the previous paragraph, based on our review, nothing has come to our attention that causes us to believe that the aforementioned financial information does not comply, in all material respects, with the disclosure provisions under Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
Emphasis of Matter (Attention Referral)
Without qualifying our aforementioned conclusion, we draw attention to what is stated in Note 5A to the consolidated financial information (including by way of reference to what is stated in Note 20C to the annual consolidated financial statements) regarding the Israeli government's decision dated March 6, 2022, regarding a strategy for the development and promotion of the Haifa Bay, which includes the establishment of a government team to manage negotiations with the Company to achieve an outline for the cessation of the petrochemical industry activity of the Group companies while maintaining energy security and regular fuel supply to the Israeli economy, and the Company management's assessment as stated in this note, according to which it is not possible at this stage to assess the implications and effects on its activities, business, and financial results.
Furthermore, we draw attention to what is stated in Note 5B(1) to the consolidated financial information (including by way of reference to what is stated in Note 20A(4) to the annual consolidated financial statements) regarding proceedings against Group companies concerning environmental laws and regulations and regarding some of which, according to the assessment of the management of the Company and the consolidated companies, based on the opinions of their legal advisors, it is not possible to assess at this stage their impact, if any, on the consolidated financial information and therefore no provisions in this regard were included in the financial information.
Tel Aviv,
May 19, 2026
Kost Forer Gabbay & Kasierer
Accountants
5/25/2026 | 5:58:48 AM | v1.2.5
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Kost Forer Gabbay & Kasierer
144A Menachem Begin Road,
Tel Aviv 6492102
Tel. +972-3-6232525
Fax +972-3-5622555
ey.com
To:
The Board of Directors of
Oil Refineries Ltd. ("the Company")
P.O.B. 4, Haifa
Dear Sirs,
Subject: Consent letter in connection with the shelf prospectus of Oil Refineries Ltd. from November 2024
We hereby inform you that we consent to the inclusion (including by way of reference) of our reports detailed below in connection with the shelf prospectus from November 2024.
(1) The auditor's review report dated May 19, 2026, on the condensed consolidated interim financial information of the Company as of March 31, 2026, and for the three-month period then ended.
(2) The auditor's report dated May 19, 2026, on the separate condensed interim financial information of the Company as of March 31, 2026, and for the three-month period then ended in accordance with Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970.
Tel Aviv,
May 19, 2026
Sincerely yours,
Kost Forer Gabbay & Kasierer
Accountants
Oil Refineries Ltd. - Condensed Interim Consolidated Statements of Financial Position, in USD millions
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| As of | |||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | ||
| (Unaudited) | 31.12.2025 | ||
| (Audited) | |||
| Current Assets | |||
| Cash and cash equivalents | 545 | 542 | 615 |
| Deposits | - | 3 | - |
| Trade receivables (see Note 8D) | 901 | 658 | 543 |
| Other receivables and debit balances | 125 | 27 | 80 |
| Financial derivatives (see Note 7B) | 8 | 9 | 17 |
| Inventory | 841 | 815 | 619 |
| Total current assets | 2,420 | 2,054 | 1,874 |
| Non-current assets | |||
| Loan to Haifa Early Pension Company Ltd. | 16 | 16 | 20 |
| Investments in associates | 66 | 3 | 120 (*) |
| Long-term receivables and debit balances | 34 | 42 | 30 (*) |
| Financial derivatives (see Note 7B) | 53 | 4 | 53 |
| Property, plant and equipment, net | 2,136 | 2,148 | 2,145 |
| Right-of-use assets, net | 181 | 187 | 174 |
| Intangible assets and deferred expenses, net | 34 | 31 | 34 |
| Total non-current assets | 2,520 | 2,431 | 2,576 |
| Total Assets | 4,940 | 4,485 | 4,450 |
(*) Reclassified.
Moshe Kaplinsky
Chairman of the Board
Rafael Maman
Chief Executive Officer
Guy Liberman
CFO, Deputy CEO for Strategic Affairs
Approval date of the condensed interim consolidated financial statements: May 19, 2026.
The accompanying notes to the condensed interim financial statements are an integral part thereof
Oil Refineries Ltd. - Condensed Interim Consolidated Statements of Financial Position, in USD millions
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| As of | 31.12.2025 | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | (Audited) | |
| (Unaudited) | |||
| Current liabilities | |||
| Loans and credit (including current maturities) | 205 | 205 | 191 |
| Trade payables (see Note 8E) | 1,226 | 1,004 | 821 |
| Other payables and credit balances | 200 | 185 | 165 |
| Financial derivatives (see Note 7B) | 67 | 21 | 6 |
| Provisions | 7 | 3 | 7 |
| Total current liabilities | 1,705 | 1,418 | 1,190 |
| Non-current liabilities | |||
| Liabilities to banking corporations, net | 422 | 395 | 376 |
| BONDS, net | 649 | 523 | 694 |
| Other long-term liabilities | 166 | 129 | 155 |
| Financial derivatives (see Note 7B) | - | 46 | 3 |
| Employee benefits, net | 46 | 37 | 46 |
| Deferred tax liabilities, net | 231 | 261 | 240 |
| Total non-current liabilities | 1,514 | 1,391 | 1,514 |
| Total Liabilities | 3,219 | 2,809 | 2,704 |
| Equity | |||
| Share capital | 812 | 811 | 812 |
| Share premium | 32 | 31 | 32 |
| Capital reserves | 15 | 6 | (3) |
| Retained earnings | 862 | 828 | 905 |
| Total equity | 1,721 | 1,676 | 1,746 |
| Total Liabilities and Equity | 4,940 | 4,485 | 4,450 |
The accompanying notes to the condensed interim consolidated financial statements are an integral part thereof
Oil Refineries Ltd. - Condensed Interim Consolidated Statements of Profit or Loss and Other Comprehensive Income, in USD millions
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
| For the 3 month period ended | For the year ended on | ||
|---|---|---|---|
| 31.3.2026 (Unaudited) | 31.3.2025 | 31.12.2025 (Audited) | |
| Revenue | 1,941 | 1,560 | 5,841 |
| Cost of sales | (1,866) | (1,540) | (5,671) |
| Gross profit | 75 | 20 | 170 |
| Selling and marketing expenses | (36) | (30) | (110) |
| General and administrative expenses | (17) | (14) | (66) |
| Income from loss of profit insurance (see Note 8C) | 14 | - | 160 |
| Other income (expenses), net | - | 6 | (8) |
| Operating profit (loss) | 36 | (18) | 146 |
| Finance income | 3 | 8 | 17 |
| Finance expenses | (27) | (26) | (119) |
| Finance expenses, net | (24) | (18) | (102) |
| Company's share in profits (losses) of associates | (22) | - | 16 |
| Profit (loss) before taxes on income | (10) | (36) | 60 |
| Income (tax) expenses on income | 2 | 5 | (13) |
| Net profit (loss) for the period | (8) | (31) | 47 |
| Earnings (loss) per share (in USD) | |||
| Basic and diluted profit (loss) per 1 ordinary share | (0.003) | (0.010) | 0.015 |
| Items of other comprehensive income (loss) that will be reclassified to profit or loss: | |||
| Effective portion of the change in fair value of cash flow hedges, net of tax | 22 | (6) | (11) |
| Other, net | - | (1) | (2) |
| Other comprehensive profit (loss) for the period to be reclassified to profit or loss, net of tax | 22 | (7) | (13) |
| Items of other comprehensive income (loss) that will not be reclassified to profit or loss: | |||
| Remeasurement of defined benefit plan, net of tax | - | - | (1) |
| Change in fair value of financial assets at fair value through other comprehensive income, net of tax | - | - | (4) |
| Other comprehensive loss for the period not to be reclassified to profit or loss, net of tax | - | - | (5) |
| Total other comprehensive profit (loss) for the period, net of tax | 22 | (7) | (18) |
| Total comprehensive profit (loss) for the period | 14 | (38) | 29 |
The accompanying notes to the condensed interim financial statements are an integral part thereof
5/20/2026 | 5:08:49 AM | v1.2.5
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Oil Refineries Ltd. - Condensed Interim Consolidated Statements of Changes in Equity, in USD millions
| For the 3-month period ended March 31, 2026 (unaudited) | ||||||
|---|---|---|---|---|---|---|
| Share capital | Share premium | Capital reserves for other comprehensive income (loss) items | Retained earnings | Total equity | ||
| Hedging reserve | Other capital reserves | |||||
| Balance as of January 1, 2026 (audited) | 812 | 32 | (2) | (1) | 905 | 1,746 |
| Loss for the period | - | - | - | - | (8) | (8) |
| Other comprehensive income for the period, net of tax | - | - | 22 | - | - | 22 |
| Total comprehensive income (loss) for the period | - | - | 22 | - | (8) | 14 |
| Transfer from capital reserve for realization of inventory hedging transactions, net of tax (1) | - | - | (4) | - | - | (4) |
| Declared dividend (see Note 18) | - | - | - | - | (35) | (35) |
| Balance as of March 31, 2026 | 812 | 32 | 16 | (1) | 862 | 1,721 |
(1) For forward contracts designated as hedging items for the purpose of applying cash flow hedge accounting rules.
| For the 3-month period ended March 31, 2025 (unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Share capital | Share premium | Capital reserves | Capital reserves for other comprehensive income (loss) items | Retained earnings | Total equity | ||
| Hedging reserve | Other capital reserves | ||||||
| Balance as of January 1, 2025 (audited) | 811 | 31 | (1) | 9 | 5 | 909 | 1,764 |
| Loss for the period | - | - | - | - | - | (31) | (31) |
| Other comprehensive loss for the period, net of tax | - | - | - | (6) | (1) | - | (7) |
| Total comprehensive loss for the period | - | - | - | (6) | (1) | (31) | (38) |
| Declared dividend | - | - | - | - | - | (50) | (50) |
| Balance as of March 31, 2025 | 811 | 31 | (1) | 3 | 4 | 828 | 1,676 |
| For the year ended December 31, 2025 (audited) | |||||||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Share capital | Share premium | Capital reserves | Capital reserves for other comprehensive income (loss) items | Retained earnings | Total equity | ||
| Hedging reserve | Other capital reserves | ||||||
| Balance as of January 1, 2025 | 811 | 31 | (1) | 9 | 5 | 909 | 1,764 |
| Net profit for the year | - | - | - | - | - | 47 | 47 |
| Other comprehensive loss for the year, net of tax | - | - | - | (11) | (6) | (1) | (18) |
| Total comprehensive income (loss) for the year | - | - | - | (11) | (6) | 46 | 29 |
| Share-based payment | - | - | 3 | - | - | - | 3 |
| Warrants exercised | 1 | 1 | (2) | - | - | - | - |
| Declared and paid dividend | - | - | - | - | - | (50) | (50) |
| Balance as of December 31, 2025 | 812 | 32 | - | (2) | (1) | 905 | 1,746 |
The notes attached to the condensed interim consolidated financial statements form an integral part thereof
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Oil Refineries Ltd. - Condensed Interim Consolidated Statements of Cash Flows, in USD millions
| For the 3-month period ended | For the year ended | ||
|---|---|---|---|
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| Cash flows from operating activities | |||
| Net profit (loss) for the period | (8) | (31) | 47 |
| Adjustments required to present cash flows from operating activities: | |||
| Income and expenses not involving cash flows (Appendix A - Section A) | 194 | 60 | 290 |
| 186 | 29 | 337 | |
| Changes in asset and liability items (Appendix A - Section B) | (112) | (78) | 26 |
| Income tax paid, net | (40) | (49) | (66) |
| Net cash flows from (used in) operating activities | 34 | (98) | 297 |
| Cash flows from investing activities | |||
| Interest received | 3 | 4 | 13 |
| Change in deposits, net (see Note 8d) | (68) | (2) | (2) |
| Profit distribution from held companies (see Note 9) | 31 | - | - |
| Advance from compensation fund for direct damage | - | - | 48 |
| Purchase of fixed assets (including periodic maintenance) (1) | (53) | (66) | (259) |
| Investments in held companies | - | - | (103) |
| Other | - | - | 1 |
| Net cash used in investing activities | (87) | (64) | (302) |
| Cash flows from financing activities | |||
| Change in deposits and short-term credit, net | 15 | (7) | 23 |
| Interest paid | (30) | (32) | (99) |
| Transactions in derivatives, net | 5 | (3) | (1) |
| Long-term bank loans received (2) | 80 | 90 | 140 |
| Repayment of long-term bank loans, including early repayment (2) | (18) | (16) | (100) |
| Repayment of BONDS | (58) | (71) | (146) |
| Issuance of BONDS, net of raising costs | - | - | 132 |
| Payment of lease liabilities (3) | (8) | (7) | (28) |
| Dividend paid (see Note 18) | - | - | (50) |
| Net cash used in financing activities | (14) | (46) | (129) |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
| For the 3-month period ended | For the year ended | ||
|---|---|---|---|
| March 31, 2026 | March 31, 2025 | December 31, 2025 | |
| (Unaudited) | (Unaudited) | Audited) | |
| Net decrease in cash and cash equivalents | (67) | (208) | (134) |
| Effect of exchange rate fluctuations on cash and cash equivalents balances | (3) | (2) | (3) |
| Cash and cash equivalents at the beginning of the period | 615 | 752 | 752 |
| Cash and cash equivalents at the end of the period | 545 | 542 | 615 |
(1) In the reporting period and in 2025 includes a total of approximately 20 million dollars and 50 million dollars, respectively (and after the report period about 5 million dollars), regarding restoration of damages from Operation "Am Kalavi", see also Note 8c.
In 2025 and for the three-month period ended March 31, 2025 includes direct costs (before capitalization of salary and other costs) in the amount of approximately 62 million dollars and 24 million dollars, respectively, regarding periodic treatments in the Medan facilities, hydrogen production, CDU 3 and related facilities (for details see Note 11a to the annual reports).
(2) For details regarding receipt of loans in the reporting period see Note 6a. For details regarding receipt of loans and early repayment of loans in 2025 see Notes 13a and 3 to the annual reports.
(3) Additions in right-of-use assets were recorded against a liability.
The notes attached to the condensed interim consolidated financial statements form an integral part thereof
H
Oil Refineries Ltd. - Condensed Interim Consolidated Statements of Cash Flows (Continued), in USD millions
Appendix A - Adjustments required to present cash flows from operating activities
| For the 3-month period ended on | For the year ended on | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | 31.12.2025 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| A. Income and expenses not involving cash flows | |||
| Depreciation and amortization | 53 | 51 | 206 |
| Other expenses (income), net | - | (6) | 8 |
| Financing expenses, net | 23 | 22 | 93 |
| Change in inventory derivatives and margins balance (see Note 7b) | 97 | (3) | (15) |
| Company's share in losses (profits) of associates | 22 | - | (16) |
| Income tax expenses (income) | (2) | (5) | 13 |
| Other | 1 | 1 | 1 |
| 194 | 60 | 290 | |
| B. Changes in asset and liability items | |||
| Change in trade receivables (see Note 8d) | (357) | (65) | 52 |
| Change in other receivables and debit balances | 24 | 1 | (50) |
| Change in inventory | (222) | (103) | 94 |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer..
| For the 3-month period ended on | For the year ended on | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | 31.12.2025 | |
| (Unaudited) | (Unaudited) | (Audited) | |
| Change in trade payables (see Note 8e) | 417 | 114 | (59) |
| Change in other payables, credit balances and provisions | 26 | (14) | (7) |
| Change in employee benefits, net | - | (11) | (4) |
| (112) | (78) | 26 |
The notes attached to the condensed interim consolidated financial statements form an integral part thereof
9
Oil Refineries Ltd. - Notes to the Condensed Consolidated Financial Statements, in USD millions
Note 1 - General
A. The Reporting Entity
Oil Refineries Ltd. (hereinafter: the "Company" or "ORL") is a company incorporated in Israel, located in Haifa Bay, and its official address is: P.O.B. 4, Haifa Bay 3100001. The Company's securities are listed for trading on the Tel Aviv Stock Exchange. The Company, together with its subsidiaries, are industrial companies operating primarily in Israel as well as in the Netherlands, engaged mainly in the production of oil products, raw materials for the petrochemical industry, raw materials for the plastics industry, and by-products. The facilities of the significant industrial subsidiaries (Carmel Olefins and Gadiv) operating in Israel are integrated with the Company's facilities. Furthermore, the Company is engaged through partnerships in the field of production and operation of oil and gas assets in shallow waters in the Gulf of Mexico, USA. In addition, the Company provides infrastructure services (storage, pumping, and dispensing of fuel products). The controlling shareholder in the Company is Petrochemical Enterprises Ltd.
B. The condensed interim consolidated financial statements as of March 31, 2026, include those of the Company and its subsidiaries (hereinafter together: the "Group"), and the Group's rights in associates.
Note 2 - Basis of Preparation of the Financial Statements
A. Statement of compliance with International Financial Reporting Standards
The condensed interim consolidated financial statements were prepared in accordance with IAS 34, Interim Financial Reporting, and do not include all the information required in full annual financial statements. They should be read in conjunction with the financial statements for the year ended December 31, 2025 (hereinafter: the "Annual Reports"). Furthermore, these reports were prepared in accordance with the provisions of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
The condensed interim consolidated financial statements were approved for publication by the Company's Board of Directors on May 19, 2026.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
B. Use of estimates and judgment
In preparing the condensed interim consolidated financial statements in accordance with IFRS, the Company's management is required to use judgment, assessments, estimates, and assumptions that affect the application of policies and the amounts of assets and liabilities, income, and expenses. It is clarified that actual results may differ from these estimates. Management's judgment when applying the Group's accounting policy and the primary assumptions used in the assessments involving uncertainty are consistent with those used in the Annual Reports.
Note 3 - Significant Accounting Policy
The Group's accounting policy in these condensed interim consolidated financial statements is the policy applied in the Annual Reports.
Note 4 - Segment Reporting
Further to the details in Note 28 to the Annual Reports, there was no change during the reporting period in the composition of the Group's reportable segments or in the method of measuring segment results by the chief operational decision-maker.
5/20/2026 | 5:58:50 AM | v1.2.5
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 4 - Segment Reporting (Continued)
| Refining | Polymers | Investment in oil asset(1) | Total Reportable Segments | Others | Adjustments to Consolidated | Consolidated | |
|---|---|---|---|---|---|---|---|
| For the 3-month period ended March 31, 2026 (Unaudited) | |||||||
| External revenue - Israel | 1,350 | 67 | - | 1,417 | - | - | 1,417 |
| External revenue - outside Israel | 423 | 95 | 28 | 546 | 6 | (28) | 524 |
| Total external revenue | 1,773 | 162 | 28 | 1,963 | 6 | (28) | 1,941 |
| Inter-segment sales revenue - Israel | 74 | - | - | 74 | 12 | (86) | - |
| Segment revenue | 1,847 | 162 | 28 | 2,037 | 18 | (114) | 1,941 |
| Reported EBITDA (1) | 96 | (8) | (9) | 79 | 12 | (2) | 89 |
| Depreciation and amortization | (31) | (12) | (28) | (71) | (8) | 28 | (51) |
| Reported EBITDA net of depreciation and amortization | 38 | ||||||
| Amortization of excess cost from acquisition of consolidated companies | (2) | ||||||
| Operating profit | 36 | ||||||
| Financing expenses, net | (24) | ||||||
| Company's share in losses of associates | (22) | ||||||
| Loss before income taxes | (10) |
(1) Neutralized EBITDA in the Refining segment for the three-month period ended March 31, 2026 - USD 132 million.
(2) Amounts are presented on a 100% basis, and the Adjustments to Consolidated column includes adjustments for the transition to the equity method, under which the Group's effective share (52%) in Kentinous operations is presented under "Company's share in profits (losses) of associates".
| Refining | Polymers | Total Reportable Segments | Others | Adjustments to Consolidated | Consolidated | |
|---|---|---|---|---|---|---|
| For the 3-month period ended March 31, 2025 (Unaudited) | ||||||
| External revenue - Israel | 1,003 | 78 | 1,081 | - | - | 1,081 |
| External revenue - outside Israel | 358 | 115 | 473 | 6 | - | 479 |
| Total external revenue | 1,361 | 193 | 1,554 | 6 | - | 1,560 |
| Inter-segment sales revenue - Israel | 74 | - | 74 | 4 | (78) | - |
| Segment revenue | 1,435 | 193 | 1,628 | 10 | (78) | 1,560 |
| Reported EBITDA (1) | 21 | 1 | 22 | 5 | - | 27 |
| Depreciation and amortization | (30) | (11) | (41) | (7) | - | (48) |
| Reported EBITDA net of depreciation and amortization | (21) | |||||
| Amortization of excess cost from acquisition of consolidated companies | (3) | |||||
| Other income, net | 6 | |||||
| Operating loss | (18) | |||||
| Financing expenses, net | (18) | |||||
| Loss before income taxes | (36) |
(1) Neutralized EBITDA in the Refining segment for the three-month period ended March 31, 2025 - USD 34 million.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 4 - Segment Reporting (Continued)
| Refining | Polymers | Investment in oil asset (2) | Total Reportable Segments | Others | Adjustments to Consolidated | Consolidated | |
|---|---|---|---|---|---|---|---|
| For the year ended December 31, 2025 (Audited) | |||||||
| External revenue - Israel | 4,005 | 249 | - | 4,254 | - | - | 4,254 |
| External revenue - outside Israel | 1,212 | 355 | 150 | 1,717 | 20 | (150) | 1,587 |
| Total external revenue | 5,217 | 604 | 150 | 5,971 | 20 | (150) | 5,841 |
| Inter-segment sales revenue - Israel | 195 | 1 | - | 196 | 22 | (218) | - |
| Segment revenue | 5,412 | 605 | 150 | 6,167 | 42 | (368) | 5,841 |
| Cost of sales (excluding depreciation) | (5,061) | (608) | (51) | (5,720) | (17) | 269 | (5,468) |
| Reported EBITDA | 365 | (29) (1) | 84 | 420 | 24 | (84) | 360 |
| Depreciation and amortization | (122) | (47) | (45) | (214) | (27) | 45 | (196) |
| Reported EBITDA net of depreciation and amortization | 164 | ||||||
| Amortization of excess cost from acquisition of consolidated companies | (10) | ||||||
| Other expenses, net | (8) | ||||||
| Operating profit | 146 | ||||||
| Financing expenses, net | (102) | ||||||
| Company's share in profits of associates | 16 | ||||||
| Profit before income taxes | 60 |
(1) Neutralized EBITDA in the Refining segment for 2025 - USD 412 million.
(2) For a period of five months ended December 31, 2025. Amounts are presented on a 100% basis, and the Adjustments to Consolidated column includes adjustments for the transition to presentation under the equity method, under which the Group's effective share (52%) in Kentinous operations is presented under "Company's share in profits (losses) of associates".
Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 5 - Contingent Liabilities, Engagements including with Related Parties, Developments and Other Events, Guarantees and Pledges
A. Government Decision
In the reporting period and thereafter, no material change occurred in relation to the implementation of the main points of the government decision relative to what is stated in Note 20C of the annual reports.
B. Contingent Liabilities
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Following Note 20A of the annual reports and except as stated below, no material changes occurred in the reporting period and thereafter in claims, other contingent liabilities, and administrative and other proceedings of the BAZAN Group:
1. Environmental Liabilities
As detailed in Note 20A3 of the annual reports, administrative and other legal proceedings are pending against Group companies, including civil claims and requests for certification as class actions.
In addition, as detailed in Note 20A4 of the annual reports, Group companies operate regularly to comply with environmental laws and instructions applicable to their activities. As of the report date, generally, Group companies comply with the provisions of the emission permits and other environmental laws, except for exceptional events for which Group companies are working with the Ministry of Environmental Protection regarding the adjustment of provisions and/or update of the schedules set for their implementation.
The Company, Carmel Olefins and Gadiv receive, from time to time, alerts and invitations to hearings from the Ministry of Environmental Protection for alleged violations of permits and licenses issued to them. The companies submit their response to the Ministry as appropriate. The Ministry of Environmental Protection conducts, from time to time, various investigations against the Company, Carmel Olefins and Gadiv and/or officers in them. Furthermore, from time to time, sanctions and/or fines are imposed on Group companies in amounts that are not material to the Group companies.
Additionally, the Company, Carmel Olefins and Gadiv held discussions with the Ministry of Environmental Protection regarding soil survey findings and requirements arising from them regarding, among other things, remediation of certain lands in the petrochemical complex. It was noted that at this stage the Ministry will not require actual soil remediation actions as long as the site is active. Within this framework, a risk management plan was submitted to the Ministry and companies comply with the requirements accordingly.
Regarding some of the said proceedings, according to the assessments of the Company's and subsidiaries' management, based on their legal counsel's opinions, their impact, if any, on the Group and its financial statements as of March 31, 2026, cannot be estimated at this stage. Regarding said proceedings whose impact cannot be estimated, no provisions were included in the financial statements. Regarding the other proceedings, the Group includes provisions in its financial statements in non-material amounts, which reflect, in its estimation, in an appropriate manner, the amounts to be paid with a probability exceeding 50%.
2. Other Contingent Liabilities
a. Following Note 20A3 of the annual reports regarding a claim and request for certification as a class action for alleged air pollution in the Haifa Bay area, on January 13, 2026, the Tel Aviv District Court rejected the certification request while awarding costs in a total amount of approximately NIS 1 million in favor of the Company, Carmel Olefins, Gadiv and other respondents. On March 18, 2026, the petitioners filed an appeal against the judgment with the Supreme Court. According to the Company's and subsidiaries' assessment, based on their legal counsel's evaluation, the chances that the claim will be rejected exceed the chances of it being accepted. Therefore, no provision was included in the financial statements regarding this matter.
b. Following Note 20A1 of the annual reports regarding updated property tax (Arnona) assessments sent to the Company and subsidiaries from the Haifa Municipality, after the companies filed an objection with the property tax manager at the Haifa Municipality during the reporting period, containing claims within his jurisdiction, after the reporting period the Company, Carmel Olefins and Gadiv (hereinafter: "The Petitioners") filed an administrative petition against the Haifa Municipality, Kiryat Ata Municipality, Nesher Municipality, and Zevulun Regional Council and the Joint Municipal Company for the Refineries Complex Ltd. (hereinafter: "the Joint Company").
In the petition, the court was requested to cancel revised property tax assessments issued by the Haifa Municipality to the Petitioners for the years 2025 and 2026, and security levy charges for 2026. The court was also requested to order the Haifa Municipality to issue payment demands specifying a trust account to which the funds will be paid and used to operate the Joint Company, and that the tax determinants (areas, classifications, and rates) be calculated differently, while significantly reducing the amount of the assessments. Given the early stage of the petition, its chances cannot be estimated at this time.
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Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 5 - Contingent Liabilities, Engagements including with Related Parties, and Other Developments and Events, Guarantees and Pledges (Continued)
C. Engagements, including with Related Parties
Following Notes 20B and 27 of the annual reports and except as stated below, no material changes occurred in the reporting period and thereafter in the BAZAN Group's engagements:
- Following Note 4B5 of the annual reports regarding an inventory availability agreement, on April 7, 2026, the Company and Party B agreed on an update to the agreement, such that its termination date would be moved forward to that date (instead of the end of March 2029) (hereinafter: "the Updated Agreement").
In accordance with the Updated Agreement, Party B exercised the put option whereby it is entitled to sell to the Company the crude oil inventory subject to the agreement, which ownership passed to the Company on the termination date of the Updated Agreement. In accordance with the Updated Agreement, the consideration for exercising the put option was based on the market price of crude oil according to future market quotes for March 2029 (the original agreement termination date) and amounted to approximately USD 118 million. The payment date of the consideration was set for October 1, 2026, plus market interest for the payment deferral.
With the termination of the availability agreement as mentioned above and the price determination, the Company terminated the hedging transactions attributed to the transaction as stated in Note 29D3b of the annual reports and credited to inventory the hedging reserve attributed to the transaction (for Futures contracts) in the amount of approximately USD 4 million in credit. Additionally, following Note 29D3a of the annual reports, upon termination of the availability transaction, the basic inventory volume is expected to stand at up to approximately 730 thousand tons.
-
Following Note 27B3a of the annual reports, during the reporting period, the remuneration committee and the Company's Board of Directors approved an update to the remuneration policy and the employment agreement regarding an annual bonus mechanism for the Chairman of the Board, Mr. Moshe Kaplinsky, in light of an update to a legal position published by the Securities Authority, which is subject to the approval of the Company's general meeting received on May 7, 2026. The remuneration policy was updated such that instead of an EBITDA and net profit target only, as determined by the remuneration committee and the Board of Directors, the annual bonus targets for the Chairman of the Board will be determined by the competent organs from a basket of measurable targets set in the amendment to the policy. Accordingly, Mr. Kaplinsky's employment agreement was updated regarding annual bonus targets for the years 2026-2028, such that he will be entitled to an annual bonus based on the Company's performance for meeting a net profit target and a rating target, as approved by the general meeting as stated.
-
As stated in Note 27B3 of the annual reports, on January 29, 2026, Mr. Asaf Almagor ended his term as the Company's CEO and Chairman of the subsidiaries' boards of directors. From that date, Mr. Rafael Maman began serving in this role. On January 8, 2026, the Company's general meeting approved (after approval by the remuneration committee and the Board of Directors) Mr. Maman's employment terms (as detailed in Note 27B3d of the annual reports) and the allocation of 13.274 million warrants worth approximately NIS 3 million under the terms detailed in Note 21B of the annual reports.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
-
Following Note 27B3 of the annual reports, during the reporting period, the Company's Board of Directors approved (after approval by the remuneration committee) bonuses for 2025 for the Company's Chairman Mr. Moshe Kaplinsky and for Mr. Asaf Almagor (who ended his term as CEO on January 29, 2026) in the amount of approximately NIS 1,300 thousand and NIS 1,680 thousand, respectively. Additionally, during the reporting period, the remuneration committee and the Board of Directors approved a special retirement bonus for Mr. Asaf Almagor in the amount of approximately NIS 760 thousand, which is subject to the approval of the Company's general meeting received on May 7, 2026.
-
As stated in Note 27B3e of the annual reports, on January 8, 2026, the Company's general meeting approved (after approval by the remuneration committee and the Board of Directors) the renewal of the services agreement with Mr. Passel. In exchange for the services, Mr. Passel is entitled to a monthly compensation of NIS 20 thousand, in addition to the directors' remuneration to which he is entitled for his service as a director of the Company. The engagement is for a period of 3 years (starting January 1, 2026, provided that the approval of the audit committee and the Board of Directors is received at the end of each year for the continuation of the engagement for the following year), or the end date of Mr. Passel's term as a director in the Joint Municipal Company or the end date of his term as a director in the Company, whichever is earlier.
D. Guarantees and Pledges
Following Note 19 of the annual reports, no material changes occurred in the Group's guarantees and pledges during the reporting period and thereafter, except for changes in the ordinary course of business in the volume of short-term documentary letters of credit to suppliers.
5/20/2026 | 5:08:52 AM | v1.2.5
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Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 6 - Credit from Banking and Other Corporations and BONDS
A. Material events during and after the reporting period
- On March 25, 2026, Maalot (S&P) affirmed the Company's and its BONDS' rating at 'ilA+' with a negative outlook.
- In January 2026 and March 2026, the Company took two long-term loans from banking corporations in the amount of USD 40 million each, at a variable dollar interest rate (SOFR plus a margin) with final maturity dates in 2032 and 2034. Regarding the aforementioned loans, the same financial covenants apply to the Company as in the syndication agreement; see section B below. Furthermore, following Note 13B2e1 to the annual reports, these loans, together with all loans and BONDS provided to the Company, amount to a 'loan with a material Cross Default clause', the breach of which would trigger an event of immediate repayment of loans whose cumulative amount is material to the Company.
- Following Note 13 to the annual reports regarding the Company's short-term credit facilities, during the reporting period, the Company expanded its secured short-term credit facilities by approximately an additional USD 250 million for letters of credit and guarantees only, which are in effect until June 30, 2026.
- After the reporting period, the Company updated its secured short-term credit facilities for letters of credit and guarantees only to approximately USD 280 million, as well as their validity until September 30, 2026.
- After the reporting period, in April 2026, the Company took a long-term loan from a banking corporation in the amount of USD 50 million at a variable dollar interest rate (SOFR plus a margin) with a final maturity date in 2034. Regarding the aforementioned loan, the same financial covenants apply to the Company as in the syndication agreement: see section B below.
B. Financial Covenants - The Company
Following Note 13B2 to the annual reports, below are the financial covenants, as defined in the said Note, applicable to the Company by virtue of the syndication agreement, as well as with reference to its financing agreements with banking corporations (including long-term loans and secured short-term credit facilities), as well as the actual amounts and/or ratios as of March 31, 2026:
| Required | Required Ratio/Amount | Actual Ratio/Amount | |
|---|---|---|---|
| Consolidated neutralized equity (USD millions) | ≥ | 750 | 1,659.0 |
| Ratio of consolidated neutralized equity to total consolidated net balance sheet | ≥ | 20.0% | 37.6% |
| Net financial debt ratio consolidated to consolidated neutralized EBITDA(1) | ≤ | 5.0 | 1.2 |
| Consolidated principal and interest coverage ratio(1) | ≥ | 1.1 | 3.7 |
| Cash and unutilized balances of committed solo credit facilities (USD millions) | ≥ | 75 | 909.7 |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
(1) In the calculation of consolidated neutralized EBITDA for the purposes of the consolidated net financial debt to consolidated neutralized EBITDA ratio and the consolidated principal and interest coverage ratio, insurance receipts for loss of profits in the amount of approximately USD 130 million, received in the first quarter of 2026 and in the fourth quarter of 2025, were included. For details, see Note 8C below.
15
Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 6 - Credit from Banking and Other Corporations and BONDS (Cont.)
B. Financial Covenants - The Company (Cont.)
As of March 31, 2026, the Company is in compliance with the financial covenants.
Following Note 14C to the annual reports, below are the financial covenants of the BONDS (Series 10, 12, 13, and 15) as defined in the trust deeds, as well as the actual amounts and/or ratios as of March 31, 2026:
| Required | Required Ratio/Amount | Actual Ratio/Amount | |
|---|---|---|---|
| Neutralized equity (USD millions) (1) | ≥ | 720 | 1,978.8 |
| Neutralized equity plus owner loans to total consolidated balance sheet (2) | ≥ | 17.5% | 44.3% (3) |
| Net debt divided by consolidated annual average neutralized EBITDA(4) | ≤ | 8 | 1.2 (5) |
| Consolidated cash and cash equivalents (USD millions) | ≥ | 50 | 545.5 |
(1) With respect to BONDS Series 10 and 12, required neutralized equity - USD 630 million.
(2) With respect to BONDS Series 10 and 12, neutralized equity plus owner loans to total consolidated balance sheet required - 15%.
(3) With respect to BONDS Series 13 and 15, the actual ratio is 45.0%.
(4) In the calculation of consolidated neutralized EBITDA for the purposes of the net debt divided by consolidated annual average neutralized EBITDA ratio, insurance receipts for loss of profits in the amount of approximately USD 130 million, received in the first quarter of 2026 and the fourth quarter of 2025, were included. For details, see Note 8C below.
(5) With respect to BONDS Series 13 and 15, the actual ratio is 1.1.
As of March 31, 2026, the Company is in compliance with the financial covenants.
16
Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 7 - Financial Instruments - Fair Value
A. Fair value of financial instruments measured at fair value for disclosure purposes only
The carrying amount of certain financial assets and financial liabilities including cash and cash equivalents, deposits, customers, other receivables and debit balances, long-term receivables and debit balances, financial derivatives, short-term loans and credit, suppliers, other payables and credit balances and other long-term liabilities (excluding lease liabilities), corresponds to or is close to their fair value.
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Below is the fair value of other financial liabilities and the carrying amounts presented in the statement of financial position:
| As of March 31, 2026 (Unaudited) | ||||
|---|---|---|---|---|
| Adjusted Par Value Balance | Carrying Amount | Fair Value Level 1 | Fair Value Level 2 | |
| Financial Liabilities: | ||||
| Tradable BONDS Series 10, 12, 13 and 15 (1) (2) | 772 | 757 | 776 | - |
| Loans from banking corporations (3) | 515 | 502 | - | 526 |
| 1,287 | 1,259 | 776 | 526 | |
| As of March 31, 2025 (Unaudited) | ||||
| --- | --- | --- | --- | --- |
| Adjusted Par Value Balance | Carrying Amount | Fair Value Level 1 | Fair Value Level 2 | |
| Financial Liabilities: | ||||
| Tradable BONDS Series 9 (1) (2) | 34 | 34 | 33 | - |
| Tradable BONDS Series 10, 12, 13 and 15 (1) (2) | 625 | 608 | 614 | - |
| Loans from banking corporations (3) | 486 | 470 | - | 495 |
| 1,145 | 1,112 | 647 | 495 | |
| As of December 31, 2025 (Audited) | ||||
| --- | --- | --- | --- | --- |
| Adjusted Par Value Balance | Carrying Amount | Fair Value Level 1 | Fair Value Level 2 | |
| Financial Liabilities: | ||||
| Tradable BONDS Series 10, 12, 13 and 15 (1) (2) | 823 | 807 | 839 | - |
| Loans from banking corporations (3) | 453 | 440 | - | 466 |
| 1,276 | 1,247 | 839 | 466 |
(1) The carrying amount of the BONDS is presented at amortized cost (net of raising costs and premium/discount) and as applicable after the application of fair value hedge accounting.
(2) The fair value of tradable BONDS was determined based on the quoted price on the Stock Exchange as of the reporting date.
(3) The carrying amount is presented net of raising costs and net of adjustments for changes in loan terms as detailed in Note 13A3 to the annual reports.
For further details regarding the basis for determining the fair value of said level 2 financial liabilities, see Note 4 to the annual reports.
17
Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 7 - Financial Instruments - Fair Value (Cont.)
B. Fair value hierarchy of financial instruments measured at fair value
The table below presents an analysis of financial instruments measured at fair value, on a periodic basis, using an evaluation method. The different levels were defined in Note 4 to the annual reports.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
| | 31.3.2026
(Unaudited) | 31.3.2025
(Unaudited) | 31.12.2025
(Audited) |
| --- | --- | --- | --- |
| Financial Assets | | | |
| Non-derivatives | | | |
| Equity investments at fair value through other comprehensive income (Level 3) (4) | 18 | 21 | 17 |
| Derivatives used for accounting hedging (1),(2) | | | |
| Cross-currency interest rate swaps and interest rate swaps (Level 2) | 58 | 4 | 62 |
| Derivatives for polymers margin (Level 3) | - | 5 | 1 |
| Derivatives not used for accounting hedging | | | |
| Derivatives for refining margin (Level 2) (3) | - | 2 | 7 |
| Currency protection contracts (Level 2) | 3 | 2 | - |
| | 79 | 34 | 87 |
| Financial Liabilities | | | |
| Derivatives used for accounting hedging (1),(2) | | | |
| Cross-currency interest rate swaps and interest rate swaps (Level 2) | 2 | 64 | 7 |
| Derivatives for polymers margin (Level 3) | 6 | - | - |
| Derivatives not used for accounting hedging | | | |
| Derivatives for refining margin (Level 2) (3) | 59 | - | - |
| Currency protection contracts (Level 2) | - | 3 | 2 |
| | 67 | 67 | 9 |
(1) The fair value of tradable derivatives regarding inventory, DFL and cash flow exposure regarding the purchase of (basic) inventory upon completion of the inventory availability transaction, classified as Level 1, is presented in the statement of financial position net of the related settlement amounts.
(2) In the three-month period ended March 31, 2026, other comprehensive income (before tax) in the amount of approximately USD 7 million was recognized in the hedging reserve for the effective portion of the change in fair value of Brent Futures. As of March 31, 2026, the hedging reserve balance regarding the inventory subject to the availability transaction (before tax) is approximately USD 3 million (credit).
(3) For further details, see Note 8G.
(4) Most of the change was recognized against other comprehensive loss.
Below are the main assumptions used in measuring the fair value of cross-currency interest rate swaps (Level 2):
| | 31.3.2026
(Unaudited) | 31.3.2025
(Unaudited) | 31.12.2025
(Audited) |
| --- | --- | --- | --- |
| NIS interest rate (used for discounting the NIS leg) | 2.61% - 3.14% | 2.87% - 3.46% | 2.56% - 3.57% |
| Dollar interest rate (used for discounting the dollar leg) | 3.58% - 3.81% | 3.63% - 4.29% | 3.31% - 3.74% |
| Exchange rate (NIS/USD) | 3.165 | 3.718 | 3.19 |
For further details regarding the basis for determining the fair value of financial assets and liabilities, see Note 4 to the annual reports.
5/20/2026 | 5:08:53 AM | v1.2.5
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Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 8 - Material Events During and After the Reporting Period
A. For further details regarding developments in engagements, including with related parties, claims and other contingencies including in the field of environmental protection, other events and changes in guarantees during and after the reporting period, see Note 5.
B. Further to the provisions of Note 1D to the Annual Reports, during and after the reporting period, the trend of tightening sanctions on Russia continued. There was no material change in the Company's assessments regarding the effects of the war between Russia and Ukraine on the Group's activities.
C. Effects of the War and the Security Situation
Further to the provisions of Note 1C to the Annual Reports regarding the effects of the war and the security situation:
-
In connection with the insurance claim filed by the Company following the missile attacks in June 2025, for the period beginning with the end of the deductible and until December 31, 2025, the scope of the claim as of the reporting date stands at approximately USD 231 million (based on its assessment of the scope of indirect damage during this period including costs incurred for mitigating the loss of profits) for which loss of profit insurance income was recorded in 2025 and during the reporting period (based on the rate of advances determined by the insurers) in the amount of approximately USD 174 million (before tax). In 2025, USD 123 million was received in the Company's account and during the reporting period an additional USD 32 million was received. As of the date of approval of the report, the Company still estimates that the expected scope of loss of profits (net of the deductible period) will amount to the limits of the insurance coverage.
-
In connection with the Company's actions vis-à-vis the compensation fund (under the Property Tax and Compensation Fund Law, 1961) to realize its rights and receive advances for the direct damage caused to it, after the reporting period an additional advance of approximately NIS 100 million (approximately USD 33 million) was received in the Company's account, so that the total scope of advances stands at NIS 260 million (approximately USD 81 million). The Company is acting to receive additional advances, in parallel with the progress of the rehabilitation actions and the emergence of additional expenses. As of the date of approval of the report, there has been no change in the Company's assessment regarding the scope of the direct damage.
-
In connection with the petitions for an order nisi and a request for an interim order filed with the High Court of Justice by the Haifa Municipality and by Green Course, Zalul Association, etc., against a series of respondents including the Company, in connection with the Amended Order (as defined in the Annual Financial Reports), after at a hearing on the petitions held on May 3, 2026, Green Course, Zalul Association, etc. agreed to withdraw their petition in light of the recommendation of the High Court of Justice, the Haifa Municipality stood by its petition, and on May 12, 2026, a judgment was rendered dismissing the petition for an order nisi and the request for an interim order, and requiring the Haifa Municipality to bear the costs of the Company and the additional respondents (in an immaterial amount).
4.
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During the reporting period, Operation "Lion's Roar" began and the regional developments that accompanied it led to an increase in geopolitical tension in the Middle East and implications for the energy and international trade markets; a sharp increase in the prices of crude oil and energy products was recorded along with sharp volatility in distillate margins; disruptions were caused to main shipping routes used for transporting oil and its products, including in the Persian Gulf and the Strait of Hormuz, through which a significant part of the global trade in oil passes, which increased uncertainty regarding the use of maritime transport routes. Alongside the risks associated with this tension, as of the date of approval of the report, the business environment in all the sectors of activity in which the Company operates - in the refining sector, in the oil asset investment sector and in the polymers sector - has strengthened significantly.
- As a result of missile attacks on northern Israel as part of Operation "Lion's Roar", during the reporting period pinpoint strikes occurred at the Group's complex and external infrastructure owned by a third party, essential to the Group's activity, was also damaged. In addition, a pinpoint strike occurred on the roof of a distillate tank in the Group's complex. The damage caused by the strikes was not material and still during the reporting period, the Group's production facilities returned to operation. The Company is acting vis-à-vis the compensation fund (under the Property Tax and Compensation Fund Law, 1961) to realize its rights and receive advances for the direct damage caused.
As of the date of approval of the report, material uncertainty still exists regarding security developments and their consequences, including in connection with the fighting that resumed on the Lebanese front, the conflict regarding the Strait of Hormuz, additional military operations and their scope, and therefore the scope of the future impact on the Group's activity and results cannot be assessed.
D. Further to the provisions of Note 6B to the Annual Reports regarding engagements of the Company and the subsidiaries Carmel Olefins and Gadiy in customer discounting agreements, as of March 31, 2026, no customer debts of the Group companies were derecognized (as of December 31, 2025, no customer debts of the Group companies were derecognized and as of March 31, 2025, customer debts in a negligible amount were derecognized in accordance with the provisions of IFRS 9).
19
Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 8 - Material Events During and After the Reporting Period (Continued)
E. Further to the provisions of Note 15A to the Annual Reports, as of March 31, 2026, the balance of suppliers with credit period extensions was approximately USD 585 million (as of December 31, 2025, a total of approximately USD 293 million, and as of March 31, 2025, approximately USD 434 million).
F. On March 25, 2026, the Company's Board of Directors approved a dividend distribution in the amount of USD 35 million (USD 0.01125 per share) which was paid on April 26, 2026.
G. Further to the provisions of Note 29D3C to the Annual Reports, in 2025 and during the reporting period, the Company entered into forward transactions for hedging the refining margin for 2026 in the scope of approximately 7.3 million barrels and at a level reflecting an average hedged refining margin of approximately USD 13.5 per barrel.
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In addition, as of the reporting date, the Company deposited a total of approximately USD 69 million in deposits (margin calls) for forward transactions to protect the refining margin (for December 31, 2025 and March 31, 2025, the balance of deposits (margin calls) amounted to an immaterial amount).
Close to the date of approval of the report, the balance of derivatives for forward transactions for hedging the refining margin in 2026, in the scope of approximately 4.2 million barrels (for the period from May 1, 2026) constitutes a liability in the amount of approximately USD 47 million, for which the Company deposited deposits (margin calls) in a similar amount.
After the reporting period, the Company entered into forward transactions for hedging the refining margin for the first quarter of 2027 in the scope of approximately 900 thousand barrels and at a level reflecting an average hedged refining margin of approximately USD 17.5 per barrel. Close to the date of approval of the report, the balance of derivatives for the aforementioned transactions constitutes an asset in the amount of approximately USD 1 million.
The method of calculating the refining margin for the purpose of the hedging transactions (as stated above) is derived from fixing the future refining margin less normative basis risk (which is based on a historical average). The basis risk is affected, among other things, by the premium levels of crude oil, timing differences between the date of pricing the raw material versus the date of pricing the products and logistics costs. In view of the high volatility in the market, the Company estimates that as of the date of approval of the report, the basis risk is higher by approximately USD 5-10 per barrel compared to the normative basis risk.
In 2025, the Company entered into forward transactions for hedging the DFL (Dated to Frontline), a financial derivative reflecting the gap between the price of physical oil available for delivery (Dated Brent) and the price of the near future contract (Ice Brent) for 2026 in the scope of approximately 6.2 million barrels at a level of approximately USD 0 per barrel (linearly spread over the year). As of the reporting date, the balance of derivatives for forward transactions for hedging the DFL, in the scope of 4.6 million barrels, constitutes an asset in the amount of approximately USD 23 million (as of December 31, 2025, the balance of derivatives amounted to an immaterial amount).
Close to the date of approval of the report, the balance of derivatives for the DFL, in the scope of approximately 4.1 million barrels (for the period from May 1, 2026) constitutes an asset in the amount of approximately USD 16 million.
The fair value of marketable derivatives for DFL is presented in the statement of financial position net of the relating settlement amounts.
H. During the reporting period, the Company's Board of Directors decided to recommend to the General Meeting of the Company to act to cancel the par value of the Company's ordinary shares; this change does not change the amount of shares, the holding rate and the various rights of the shareholders and does not affect the total equity of the Company. The meeting's approval for the aforementioned cancellation was received on May 7, 2026.
I. During the reporting period, the Compensation Committee and the Company's Board of Directors approved the allocation of 18.79 million warrants with a value of approximately NIS 9 million to two officers in the Company (equally divided), which is subject to the approval of the Company's General Meeting which was received on May 7, 2026. After the reporting period, the Compensation Committee and the Company's Board of Directors approved the allocation of 3 million warrants with a value of approximately NIS 1 million to an officer in the Company.
20
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Oil Refineries Ltd. - Notes to the Condensed Consolidated Interim Financial Statements, in USD millions
Note 9 - Material Investees Accounted for Using the Equity Method
Condensed Information Regarding Material Investees Accounted for Using the Equity Method
- Condensed financial information on the financial position
| Cantium Energy LP | |||||
|---|---|---|---|---|---|
| Holding Rate | Current Assets | Non-current Assets | Current Liabilities | Non-current Liabilities | |
| As of March 31, 2026 (unaudited) | 52% | 74 | 657 | 127 | 483 |
| As of December 31, 2025 (audited) | 52% | 51 | 658 | 90 | 395 |
- Condensed financial information on the results of operations
| Cantium Energy LP | ||
|---|---|---|
| Revenue | Comprehensive Profit (Loss) | |
| For the three-month period ended March 31, 2026 (unaudited) | 28 | (42) |
| For the five-month period ended December 31, 2025 (audited) | 150 | 30 |
The Company's share in the results of operations of Cantium Energy LP during the reporting period amounted to a loss of approximately USD 22 million recorded under the item Company's share in losses of associates, net of tax income of approximately USD 5 million recorded under the item Income taxes on income. During the reporting period, the Cantium Energy LP partnership performed a distribution of profits, the Company's share of which amounted to approximately USD 31 million.
21
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Part C
Condensed Separate Interim Financial Information
For the period ended March 31, 2026
5/20/2026 | 5:08:54 AM | v1.2.5
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Kost Forer Gabbay & Kasierer
144 Menachem Begin Road,
Tel-Aviv 6492102
Tel. +972-3-6232525
Fax +972-3-5622555
ey.com
To
The Shareholders of Oil Refineries Ltd.
Dear Sirs/Madams,
Subject: Special report of the accountants on separate interim financial information according to Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970
Introduction
We have reviewed the separate interim financial information presented according to Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970 of Oil Refineries Ltd. (hereinafter: "the Company"), for March 31, 2026, and for the three-month period ended on that date. The separate interim financial information is the responsibility of the Company's board of directors and management. Our responsibility is to express a conclusion on the separate interim financial information for this interim period based on our review.
Scope of Review
We conducted our review in accordance with Review Standard (Israel) 2410 of the Institute of Certified Public Accountants in Israel, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of separate interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in Israel and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the aforementioned separate interim financial information is not prepared, in all material respects, in accordance with the provisions of Regulation 38D of the Securities Regulations (Periodic and Immediate Reports), 1970.
Emphasis of Matter paragraph (Drawing Attention)
Without qualifying our conclusion above, we draw attention to what is stated in Note 3 to the separate interim financial information (including by way of reference to what is stated in Note 5A to the consolidated interim financial information as of March 31, 2026, and to what is stated in Note 20C in the Company's annual consolidated financial reports) regarding the Israeli government's decision dated March 6, 2022, regarding a strategy for the development and promotion of Haifa Bay, which includes the establishment of a government team to manage negotiations with the Company to achieve a framework for the cessation of the petrochemical industry activity of the Group companies while maintaining energy security and regular fuel supply to the Israeli market, and to the assessment of the Company's management as stated in this note, according to which it is not possible at this stage to assess the implications and effects on the Company's activity, business, and financial results.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Furthermore, we draw attention to what is stated in Note 3 to the separate interim financial information (including by way of reference to what is stated in Note 35B(1) to the consolidated interim financial information as of March 31, 2026, and to what is stated in Note 20A(4) in the Company's annual consolidated financial reports) regarding proceedings against the Company concerning environmental laws and regulations, and regarding some of which, in the assessment of the Company's management based on the opinions of its legal advisors, it is not possible at this stage to assess their impact, if any, on the separate financial information, and therefore no provisions were included in this regard within the financial information.
Tel-Aviv,
May 19, 2026
Kost Forer Gabbay & Kasierer
Accountants
2
Oil Refineries Ltd. - Summary of data on the separate interim financial position, in millions of USD
| As of | |||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | ||
| (Unaudited) | 31.12.2025 | ||
| (Audited) | |||
| Current assets | |||
| Cash and cash equivalents | 389 | 426 | 487 |
| Deposits | - | 3 | - |
| Customers | 835 | 526 | 482 |
| Other receivables and debit balances | 245 | 102 | 153 |
| Financial derivatives | 7 | 8 | 17 |
| Inventory | 727 | 675 | 499 |
| Total current assets | 2,203 | 1,740 | 1,638 |
| Non-current assets | |||
| Investments in held companies, net | 820 | 905 | 860 |
| Loan to Haifa Early Pension Company Ltd. | 16 | 16 | 20 |
| Long-term receivables and debit balances | 1 | 8 | 1 |
| Long-term loans to held companies | 70 | 10 | 70 |
| Financial derivatives | 53 | 4 | 53 |
| Property, plant and equipment, net | 1,398 | 1,392 | 1,409 |
| Right-of-use assets, net | 115 | 115 | 115 |
| Intangible assets and deferred expenses, net | 27 | 24 | 27 |
| Total non-current assets | 2,500 | 2,474 | 2,555 |
| Total assets | 4,703 | 4,214 | 4,193 |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Moshe Kaplinsky
Chairman of the Board
Rafael Mamane
Chief Executive Officer
Guy Liberman
CFO, Deputy CEO for Strategic Affairs
Date of approval of separate interim financial information: 3 Sivan, 5786, 19.5.2026.
The additional information attached to the summary separate interim financial information constitutes an integral part thereof
3
Oil Refineries Ltd. - Summary of data on the separate interim financial position (continued), in millions of USD
| As of | |||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 (Unaudited) | 31.12.2025 (Audited) | |
| Current liabilities | |||
| Loans and credit (including current maturities) | 188 | 194 | 177 |
| Suppliers | 1,208 | 959 | 777 |
| Other payables and credit balances | 155 | 138 | 124 |
| Financial derivatives | 67 | 20 | 5 |
| Provisions | 5 | 3 | 5 |
| Total current liabilities | 1,623 | 1,314 | 1,088 |
| Non-current liabilities | |||
| Liabilities to banking corporations, net | 422 | 395 | 376 |
| BONDS, net | 649 | 523 | 694 |
| Other long-term liabilities | 121 | 79 | 114 |
| Financial derivatives | - | 46 | 3 |
| Employee benefits, net | 20 | 17 | 20 |
| Deferred tax liabilities, net | 147 | 164 | 152 |
| Total non-current liabilities | 1,359 | 1,224 | 1,359 |
| Total liabilities | 2,982 | 2,538 | 2,447 |
| Equity | |||
| Share capital | 812 | 811 | 812 |
| Share premium | 32 | 31 | 32 |
| Capital funds | 15 | 6 | (3) |
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| As of | |||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 (Unaudited) | 31.12.2025 (Audited) | |
| Retained earnings | 862 | 828 | 905 |
| Total equity | 1,721 | 1,676 | 1,746 |
| Total liabilities and equity | 4,703 | 4,214 | 4,193 |
The additional information attached to the summary separate interim financial information constitutes an integral part thereof
4
Oil Refineries Ltd. - Summary of separate interim profit and loss and other comprehensive income data, in millions of USD
| For the 3-month period ended on | For the year ended on | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | 31.12.2025 | |
| (Unaudited) | (Audited) | ||
| Revenue | 1,847 | 1,425 | 5,376 |
| Cost of sales | (1,757) | (1,410) | (5,165) |
| Gross profit | 90 | 15 | 211 |
| Selling and marketing expenses | (18) | (11) | (41) |
| General and administrative expenses | (9) | (7) | (35) |
| Income from loss of profits insurance | 14 | - | 131 |
| Other income, net | - | 6 | 2 |
| Operating profit | 77 | 3 | 268 |
| Finance income | 6 | 5 | 20 |
| Finance expenses | (25) | (25) | (117) |
| Finance expenses, net | (19) | (20) | (97) |
| Company's share in losses of held companies, net of tax | (56) | (17) | (94) |
| Profit (loss) before taxes on income | 2 | (34) | 77 |
| Income (expenses) taxes on income | (10) | 3 | (30) |
| Net profit (loss) for the period | (8) | (31) | 47 |
| Other comprehensive income (loss) items that will be reclassified to profit or loss: | |||
| The effective portion of the change in fair value of cash flow hedges, net of tax | 3 | (8) | (8) |
| Other comprehensive profit (loss) regarding held companies, net of tax | 19 | 1 | (5) |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
| For the 3-month period ended on 31.3.2026 31.3.2025 (Unaudited) | For the year ended on 31.12.2025 (Audited) | ||
|---|---|---|---|
| Other comprehensive profit (loss) for the period to be reclassified to profit or loss, net of tax | 22 | (7) | (13) |
| Other comprehensive income (loss) items that will not be reclassified to profit or loss: | |||
| Remeasurement of defined benefit plan, net of tax | - | - | (1) |
| Other comprehensive loss regarding held companies, net of tax | - | - | (4) |
| Other comprehensive loss for the period that will not be reclassified to profit or loss, net of tax | - | - | (5) |
| Total other comprehensive profit (loss) for the period, net of tax | 22 | (7) | (18) |
| Total comprehensive profit (loss) for the period | 14 | (38) | 29 |
The additional information attached to the summary separate interim financial information constitutes an integral part thereof
5/20/2026 | 5:08:55 AM | v1.2.5
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Oil Refineries Ltd - Summary of Separate Interim Cash Flow Data, in millions of USD
| For the 3-month period ended | For the year ended | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | 31.12.2025 | |
| (Unaudited) | (Audited) | ||
| Cash flows from operating activities | |||
| Net profit (loss) for the period | (8) | (31) | 47 |
| Adjustments required to present cash flows from operating activities: | |||
| Income and expenses not involving cash flows | |||
| (Appendix A – Section A) | 211 | 54 | 314 |
| 203 | 23 | 361 | |
| Changes in asset and liability items | |||
| (Appendix A – Section B) | (84) | (86) | (77) |
| Income tax paid | (38) | (48) | (65) |
| Net cash generated from (used for) operating activities | 81 | (111) | 219 |
| Cash flows from investing activities | |||
| Interest received | 3 | 3 | 11 |
| Interest received from investee companies | 1 | 1 | 5 |
| Change in deposits, net | (68) | (2) | (2) |
| Dividend received from investee companies | - | 100 | 100 |
| Advance from compensation fund for direct damage | - | - | 48 |
| Change in cash from investing activities with investee companies, net | (47) | 11 | (30) |
| Granting of long-term loans to an investee company | - | - | (60) |
| Acquisition of fixed assets (including periodic maintenance) (1) | (34) | (61) | (219) |
| Net cash (used for) generated from investing activities | (145) | 52 | (147) |
| Cash flows from financing activities | |||
| Change in deposits, net | 12 | (3) | 24 |
| Interest paid | (29) | (31) | (99) |
| Interest paid to investee companies | - | (2) | (4) |
| Derivative transactions, net | 5 | (3) | (1) |
| Change in cash from financing activities with investee companies, net | (23) | (6) | (7) |
| Receipt of long-term bank loans (2) | 80 | 90 | 140 |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
| For the 3-month period ended | For the year ended | ||
|---|---|---|---|
| 31.3.2026 | 31.3.2025 | 31.12.2025 | |
| (Unaudited) | (Audited) | ||
| Repayment of long-term bank loans, including early repayment (2) | (18) | (16) | (100) |
| Repayment of BONDS | (58) | (71) | (146) |
| Issuance of BONDS, net of issuance costs | - | - | 132 |
| Dividend paid | - | - | (50) |
| Net cash used for financing activities | (31) | (42) | (111) |
| Net decrease in cash and cash equivalents | (95) | (101) | (39) |
| Effect of exchange rate fluctuations on cash and cash equivalents balances | (3) | (2) | (3) |
| Cash and cash equivalents at beginning of period | 487 | 529 | 529 |
| Cash and cash equivalents at end of period | 389 | 426 | 487 |
(1) In the reporting period and in 2025 includes a total of approximately 20 million USD and approximately 50 million USD, respectively (and after the reporting period approximately 5 million USD), for damage restoration of operation "With Lavi", see also Note 8C to the consolidated reports.
In 2025 and in the three-month period ended 31.3.2025, includes direct costs (before capitalization of salary and other costs) totaling approximately 62 million USD and 24 million USD, respectively, for periodic maintenance in the Meidan facilities, hydrogen production, Mzg 3 and related facilities (for details see Note 11A to the annual consolidated reports).
(2) For details regarding receipt of loans during the reporting period, see Note 6A to the consolidated reports.
For details regarding receipt of loans and early repayment of loans in 2025, see Note 13A3 to the annual consolidated reports.
The additional information attached to the summary of separate interim financial information constitutes an integral part thereof
6
Oil Refineries Ltd - Summary of Separate Interim Cash Flow Data (Continued), in millions of USD
Appendix A - Adjustments required to present cash flows from operating activities
| For the 3-month period ended | For the year ended 31.12.2025 (Audited) | ||
|---|---|---|---|
| 31.3.2026 (Unaudited) | 31.3.2025 (Unaudited) | ||
| A. Income and expenses not involving cash flows | |||
| Depreciation and amortization | 28 | 28 | 112 |
| Other income, net | - | (6) | (2) |
| Finance expenses, net | 20 | 21 | 95 |
| Change in inventory derivatives and margins balance | 97 | (3) | (15) |
| Share in losses of investee companies, net of tax | 56 | 17 | 94 |
| Income tax expenses (income) | 10 | (3) | 30 |
| 211 | 54 | 314 |
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
| For the 3-month period ended | For the year ended 31.12.2025 (Audited) | ||
|---|---|---|---|
| 31.3.2026 (Unaudited) | 31.3.2025 (Unaudited) | ||
| B. Changes in asset and liability items | |||
| Change in trade receivables | (353) | (72) | (28) |
| Change in other receivables and debit balances | 25 | - | (50) |
| Change in inventory | (228) | (94) | 83 |
| Change in trade payables | 442 | 100 | (69) |
| Change in other payables, credit balances and provisions | 30 | (11) | (7) |
| Change in employee benefits | - | (9) | (6) |
| (84) | (86) | (77) |
The additional information attached to the summary of separate interim financial information constitutes an integral part thereof
7
Oil Refineries Ltd - Additional Information to the Summary of Separate Interim Financial Information
Additional Information
1. General
A. The summary of the company's separate interim financial information was prepared in accordance with the provisions of Regulation 38D and the Tenth Schedule to the Securities Regulations (Periodic report and Immediate Reports), 1970 regarding the summary of the corporation's separate interim financial information. It should be read together with the separate financial information as of 31.12.2025 (hereinafter: "the Annual Reports"), and together with the summary of interim consolidated financial statements as of 31.3.2026 (hereinafter: "the Consolidated Reports").
B. Definitions:
The Company - Oil Refineries Ltd.
Consolidated companies - Companies and partnerships, whose reports are fully consolidated with the company's reports.
Investee companies - Consolidated companies and partnerships and companies and partnerships in which the company's investment is included, directly or indirectly, in the financial reports on an equity basis.
2. Significant accounting policies applied in the summary of separate interim financial information
The accounting policy in this summary of separate interim financial information is in accordance with the accounting policy rules detailed in Note 2 to the Annual Reports and in Note 3 to the Consolidated Reports.
3. Contingent liabilities, engagements including with related parties, developments and other events, guarantees and liens
For details see Note 5 to the Consolidated Reports.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
4. Credit from banking corporations and BONDS
For details regarding credit from banking corporations and BONDS, including changes that occurred during the reporting period, credit rating and financial covenants, see Note 6 to the Consolidated Reports.
5. Dividend
For details regarding dividends declared by the company during the reporting period, see Note 18 to the Consolidated Reports.
6. Material events during and after the reporting period
For details see Notes 6, 5 and 8 to the Consolidated Reports.
8
Part D
Quarterly Report on Effectiveness of Internal Control over Financial Reporting
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

5/20/2026 | 5:08:56 AM | v1.2.5
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Part D
Quarterly report on the effectiveness of internal control over financial reporting
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Quarterly Report on the Effectiveness of Internal Control over Financial Reporting
and on Disclosure according to Regulation 38C(a):
Management, under the supervision of the Balance Sheet and Audit Committee and the Board of Directors of Oil Refineries Ltd. (hereinafter - the Corporation), is responsible for determining and maintaining adequate internal control over financial reporting and over disclosure in the Corporation.
In this regard, the members of management are:
- Rafael Mamane - CEO
- Guy Liberman - CFO, Deputy CEO for Strategic Affairs
- Other members of BAZAN management at the date of the report:
- Shlomo Basson - Senior Deputy CEO, Acting CEO and COO
- Orit Barkhordar - VP - Manager of Polyolefins Business Unit
- Lior Shlomo - VP - Manager of Fuels and Aromatics Unit
- Mark Hanna - VP Trade
- Jonathan Gershon - VP, General Counsel
- Shmuel Holtzman - VP Human Resources
- Eliyahu Murduch - Company Secretary
Internal control over financial reporting and over disclosure includes controls and procedures existing in the Corporation, designed by the General Manager and the most senior officer in the field of finance or under their supervision, or by whoever actually performs said roles, under the supervision of the Corporation's Board of Directors, which are intended to provide a reasonable degree of assurance regarding the reliability of financial reporting and the preparation of the reports in accordance with the provisions of the law, and to ensure that information that the Corporation is required to disclose in reports it publishes according to the provisions of law is collected, processed, summarized and reported on the date and in the format prescribed by law.
Internal control includes, among other things, controls and procedures designed to ensure that information that the Corporation is required to disclose as stated is accumulated and transferred to the Corporation's management, including the General Manager and the most senior officer in the field of finance or whoever actually performs said roles, in order to enable decision-making at the appropriate time, with reference to the disclosure requirement.
Due to its structural limitations, internal control over financial reporting and over disclosure is not intended to provide absolute assurance that misrepresentation or omission of information in the reports will be prevented or discovered.
In the annual report on the effectiveness of internal control over financial reporting and over disclosure which was attached to the Periodic report for the period ended December 31, 2025 (hereinafter - the Last Annual Report on Internal Control), the Board of Directors and Management assessed the internal control in the Corporation. Based on this assessment, the Board of Directors and Management concluded that the internal control as of December 31, 2025 is effective.
Until the date of the report, no event or matter was brought to the attention of the Board of Directors and Management that would change the effectiveness assessment of the internal control, as presented in the framework of the Last Annual Report on Internal Control;
As of the date of the report, based on the effectiveness assessment of the internal control in the Last Annual Report on Internal Control, and based on information brought to the attention of Management and the Board of Directors as stated above, the internal control is effective;
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .
Manager Declarations:
A. CEO Statement according to Regulation 38C(d)(1):
I, Rafael Mamane, declare that:
(1) I have examined the quarterly report of Oil Refineries Ltd. (hereinafter – the Corporation) for the first quarter of the year 2026 (hereinafter – the Reports).
(2) To my knowledge, the Reports do not include any misrepresentation of a material fact and do not lack a representation of a material fact necessary so that the representations included in them, in light of the circumstances in which those representations were included, will not be misleading with reference to the period of the Reports.
(3) To my knowledge, the financial reports and other financial information included in the Reports fairly reflect, in all material respects, the financial position, results of operations and cash flows of the Corporation for the dates and periods to which the Reports relate.
(4) I have disclosed to the Corporation's auditing accountant, to the Corporation's Board of Directors and to the Balance Sheet and Audit Committee of the Corporation's Board of Directors, based on my most up-to-date assessment regarding the internal control over financial reporting and over disclosure:
(a) All significant deficiencies and material weaknesses in the determination or operation of the internal control over financial reporting and over disclosure which could reasonably adversely affect the Corporation's ability to collect, process, summarize or report financial information in a manner that casts doubt on the reliability of the financial reporting and the preparation of the financial reports in accordance with the provisions of the law. And also –
(b) Any fraud, whether material or not material, involving the General Manager or those directly subordinate to him or involving other employees who have a significant role in the internal control over financial reporting and over disclosure.
(5) I, alone or together with others in the Corporation:
(a) I have determined controls and procedures, or ensured the determination and existence of controls and procedures under my supervision, designed to ensure that material information relating to the Corporation, including its consolidated companies as defined in the Securities Regulations (Annual Financial Statements), 2010, is brought to my attention by others in the Corporation and in the consolidated companies, particularly during the period of preparation of the Reports. And also –
(b) I have determined controls and procedures, or ensured the determination and existence of controls and procedures under my supervision, designed to provide reasonable assurance of the reliability of the financial reporting and the preparation of the financial reports in accordance with the provisions of law, including in accordance with accepted accounting principles.
(c) No event or matter has been brought to my attention that occurred during the period between the date of the last Periodic report and the date of this report, which would change the conclusion of the Board of Directors and Management regarding the effectiveness of the internal control over financial reporting and over disclosure of the Corporation.
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
Nothing in the above shall detract from my responsibility or the responsibility of any other person, under any law.
19.5.2026
Rafael Mamane
General Manager
B. Statement of the most senior officer in the field of finance according to Regulation 38C(d)(2):
I, Guy Liberman, declare that:
(1) I have examined the interim financial reports and the other financial information included in the reports for the interim period of Oil Refineries Ltd. (hereinafter – the Corporation) for the first quarter of the year 2026 (hereinafter – "the Reports" or "the Interim Reports");
(2) To my knowledge, the interim financial reports and the other financial information included in the reports for the interim period do not include any misrepresentation of a material fact and do not lack a representation of a material fact necessary so that the representations included in them, in light of the circumstances in which those representations were included, will not be misleading with reference to the period of the Reports.
(3) To my knowledge, the interim financial reports and the other financial information included in the reports for the interim period fairly reflect, in all material respects, the financial position, results of operations and cash flows of the Corporation for the dates and periods to which the Reports relate.
(4) I have disclosed to the Corporation's auditing accountant, to the Corporation's Board of Directors and to the Balance Sheet and Audit Committee of the Corporation's Board of Directors, based on my most up-to-date assessment regarding the internal control over financial reporting and over disclosure:
(a) All significant deficiencies and material weaknesses in the determination or operation of the internal control over financial reporting and over disclosure insofar as it relates to the interim financial reports and the other financial information included in the reports for the interim period, which could reasonably adversely affect the Corporation's ability to collect, process, summarize or report financial information in a manner that casts doubt on the reliability of the financial reporting and the preparation of the financial reports in accordance with the provisions of law; and also –
(b) Any fraud, whether material or not material, involving the General Manager or those directly subordinate to him or involving other employees who have a significant role in the internal control over financial reporting and over disclosure.
(5) I, alone or together with others in the Corporation:
(a)
This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.
I have determined controls and procedures, or ensured the determination and existence of controls and procedures under my supervision, designed to ensure that material information relating to the Corporation, including its consolidated companies as defined in the Securities Regulations (Annual Financial Statements), 2010, as far as it is relevant to the interim financial reports and other financial information included in the reports for the interim period, is brought to my attention by others in the Corporation and in the consolidated companies, particularly during the period of preparation of the Reports; and also -
(b) I have determined controls and procedures, or ensured the determination and existence of controls and procedures under my supervision, designed to provide reasonable assurance of the reliability of the financial reporting and the preparation of the financial reports in accordance with the provisions of law, including in accordance with accepted accounting principles.
(c) No event or matter has been brought to my attention that occurred during the period between the date of the last Periodic report and the date of this report, relating to the interim financial reports and any other financial information included in the reports for the interim period, which would change my assessment of the Board of Directors and Management's conclusion regarding the effectiveness of the internal control over financial reporting and over disclosure of the Corporation.
Nothing in the above shall detract from my responsibility or the responsibility of any other person, under any law.
19.5.2026
Guy Liberman
CFO, Deputy CEO
for Strategic Affairs
5/20/2026 | 5:08:58 AM | v1.2.5