Holding(s) in Company

For filings with the FSA include the annex

For filings with issuer exclude the annex

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

Ocado Group Plc

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

ü

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

FIL Limited

4. Full name of shareholder(s)  (if different from 3.):iv

See below.

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

4 January 2011

6. Date on which issuer notified:

6 January 2011

7. Threshold(s) that is/are crossed orreached: vi, vii

5%

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Indirect

Direct xi

Indirect xii

Direct

Indirect

GB00B3MBS747

31,046,173

31,046,173

27,287,909

27,287,909

4.93

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Total (A+B+C)

Number of voting rights

Percentage of voting rights

27,287,909

4.93

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

SHARES HELD NOMINEE MANAGEMENT COMPANY

5,169,336 BROWN BROS HARRIMN LTD LUX FIL

1,161,604 JP MORGAN, BOURNEMOUTH FII

715,540 JP MORGAN, BOURNEMOUTH FIL

18,526,898 JP MORGAN, BOURNEMOUTH FISL

7,998 BROWN BROS HARRIMN LTD LUX (C) FIL

1,246,700 JP MORGAN, BOURNEMOUTH (C) FIL

459,833 BANK OF IRELAND (S) FIL

FIL Limited (FIL) is the parent holding company for various direct and indirect subsidiaries, including FIL Fund Management Limited (FFML), FIL Investment Services Ltd (FISL), FIL Gestion (FIGEST), FIL Asset Management (Korea) Limited (FIAKL), FIL Investments Management (Hong Kong) Limited (FIMHK), FIL Pension Management (FPM), Fidelity Investments Japan (FIJ) and FIL Investments International (FII), investment managers for various non-US investment companies and institutional clients.

Proxy Voting:

10. Name of the proxy holder:

FIL Limited

11. Number of voting rights proxy holder will cease to hold:

3,758,264

12. Date on which proxy holder will cease to hold voting rights:

4 January 2011

13. Additional information:

None

14. Contact name:

Magna Abrunhosa

15. Contact telephone number:

[email protected]