Holding(s) in Company

For filings with the FCA 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

x

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

The Capital Group Companies, Inc.

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

See Schedule A

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

11 February 2015

6. Date on which issuer notified:

12 February 2015

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

Above 12%

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

Ordinary Shares

(ISIN: GB00B3MBS747)

74,372,597

74,372,597

75,217,665

12.1117%

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

75,217,665

12.1117%

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

See Schedule A

Proxy Voting:

10. Name of the proxy holder:

11. Number of voting rights proxy holder will ceaseto hold:

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

13. Additional information:

14. Contact name:

15. Contact telephone number:

Number of

Shares

Percent of Outstanding

The Capital Group Companies, Inc. ("CG") holdings

75,217,665

12.112%

Holdings by CG Management Companies and Funds:

· Capital Guardian Trust Company

27,331,841

4.401%

· Capital International Limited

202,100

0.033%

· Capital International SÁrl

423,300

0.068%

· Capital International, Inc.

334,700

0.054%

· Capital Research and Management Company

• Capital World Growth and Income Fund

• EuroPacific Growth Fund

46,925,724

7.556%