Holding(s) in Company

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

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

X

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

JPMorgan Chase & Co.

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

J.P. Morgan Securities Plc

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

29 April 2016

6. Date on which issuer notified:

04 May 2016

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

Voting rights attached to Financial Instruments crossed 5% upwards

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

Direct

Direct xi

Indirect xii

Direct

Indirect

GB00B3MBS747

9,481,134

9,481,134

2,845,294

0.45%

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

Right to Recall

19,977,903

3.18%

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

Cash-settled Equity Swap

16,889,423

Nominal

Delta

2.69%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

39,712,620

6.32%

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

Total disclosable holding for JPMorgan Chase & Co. : 39,712,620 (6.32%)

Direct: J.P. Morgan Securities Plc: 2,845,294 (0.45%) Share; 19,977,903 (3.18%) Qualifying Financial Instruments; 16,889,423 (2.69%) Financial Instruments with similar economic effect to Qualifying Financial Instruments

Chain of control:

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

J.P. Morgan International Inc. (100%)

Bank One International Holdings Corporation (100%)

J.P. Morgan International Finance Limited (100%)

J.P. Morgan Capital Holdings Limited (100%)

J.P. Morgan Chase (UK) Holdings Limited (99.99%)

J.P. Morgan Chase International Holdings (100%)

J.P. Morgan Securities plc (99.41%)

Proxy Voting:

10. Name of the proxy holder:

N/A

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

N/A

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

N/A

13. Additional information:

Table 8A) Includes stock borrows of 36,787,362 (5.86%)

14. Contact name:

Tung T Le

15. Contact telephone number:

0207 742 7272