Director/PDMR Shareholding

1.

Name of the issuer

OCADO GROUP PLC

2.

State whether the notification relates to (i) a transaction notified in accordance with DTR 3.1.2 R, (ii) a disclosure made in accordance with section 793 of the Companies Act 2006, or (iii) in accordance with paragraph 26 of the Model Code

(i)

3.

Name of person discharging managerial responsibilities/director

SIR STUART ROSE

4.

State whether notification relates to a person connected with a person discharging managerial responsibilities/director named in 3 and identify the connected person

N/A

5.

Indicate whether the notification is in respect of a holding of the person referred to in 3 or 4 above or in respect of a non-beneficial interest

NOTIFICATION IN RESPECT OF A HOLDING OF SIR STUART ROSE

6.

Description of shares (including class), debentures or derivatives or financial instruments relating to shares

ORDINARY SHARES OF 2P EACH

7.

Name of registered shareholders(s) and, if more than one, the number of shares held by each of them

APPLEBY TRUST (JERSEY) LIMITED

8

State the nature of the transaction

SUBSCRIPTION FOR AND ISSUE OF SHARES PURSUANT TO THE CHAIRMAN'S SHARE MATCHING PLAN

9.

Number of shares, debentures or financial instruments relating to shares acquired

452,284

10.

Percentage of issued class acquired (treasury shares of that class should not be taken into account when calculating percentage)

0.074%

11.

Number of shares, debentures or financial instruments relating to shares disposed

N/A

12.

Percentage of issued class disposed (treasury shares of that class should not be taken into account when calculating percentage)

N/A

13.

Price per share or value of transaction

2 PENCE PER SHARE

14.

Date and place of transaction

17 MAY 2013, LONDON

Name of authorised official of issuer responsible for making notification

NEILL ABRAMS, COMPANY SECRETARY AND DIRECTOR OF LEGAL AFFAIRS

Date of notification: 17 MAY 2013