Director/PDMR Shareholding

DIRECTOR/PDMR SHAREHOLDINGOCADO GROUP PLC

13 May 2016

Director/PDMR and Connected Persons Notification

Ocado Group plc (the "Company" or "Ocado") makes the following announcement regarding the transactions in Ocado ordinary shares of 2 pence each ("Shares") carried out by one of its Directors and his connected persons.

The Company received notification on 13 May 2016, pursuant to Disclosure and Transparency Rule 3.1.2R, that Tim Steiner, an Executive Director of Ocado, had agreed with counterparties to delay the date of completion of share sale contracts.

As described on page 238 of the prospectus issued by the Company on 6 July 2010, on 21 June 2010 Tim Steiner entered into contracts for the transfer of 14,000,000 Ordinary Shares in aggregate held in his name to his father, Nicolas Steiner, in consideration of £100 and 97 per cent. of the market value of the Ordinary Shares on completion (which amount may be paid over three years). Completion was due to take place on 30 June 2013 or such other date as the parties may agree. Tim Steiner retains a beneficial interest in the transferring Ordinary Shares until completion.

On 17 May 2013, the parties agreed to delay the date on which completion will take place to 30 June 2016 or such later date as the parties may agree.

On 13 May 2016, Tim Steiner agreed to delay the date on which completion will take place to 30 June 2019 or such later date as the parties may agree.

There is no additional consideration payable in respect of the agreements to delay completion.

The percentage of Ocado's issued share capital affected by the contracts is 2.23%.

For the purposes of DTR 3.1.3, the amendments to the agreements took place in the UK on 13 May 2016.

Enquiries:

Neill AbramsCompany SecretaryOcado Group plcTitan Court3 Bishops SquareHatfield Business ParkHatfield, Hertfordshire AL10 9NEFax: +44 (0)1707 227 997email: [email protected]