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

FMR LLC

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

See attached schedule

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

03 March 2011

6. Date on which issuer notified:

04 March 2011

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

10%

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

55,061,387

55,061,387

55,416,587

55,416,587

10.01

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

55,416,587

10.01

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

FMR LLC is the parent holding company of Fidelity Management & Research Company (FMRCO), investment manager for US mutual funds, FIL Management Trust Company (FMTC), Pyramis Global Advisors Trust Company (PGATC), a US state chartered bank which acts as a trustee or investment manager of various pension and trust accounts Pyramis Global Advisors LLC (PGALLC) and Pyramis Trust Company (PTC).

Nominee Shares held Management Company

BROWN BROTHERS HARRIMAN AND CO 25,598,069 FMRCO

JP MORGAN CHASE BANK 27,563,618 FMRCO

MELLON BANK N.A. 1,180,900 FMRCO

STATE STREET BANK AND TR CO 1,074,000 FMRCO

Proxy Voting:

10. Name of the proxy holder:

FMR LLC

11. Number of voting rights proxy holder will acquire:

355,200

12. Date on which proxy holder will acquire voting rights:

04 March 2011

13. Additional information:

None

14. Contact name:

Robert Crayston

15. Contact telephone number:

[email protected]