Offer Price Announcement

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLYOR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

This announcement is an advertisement and nota prospectus and investors should not subscribe for or purchase any shares referredto in this announcement except on the basis of information in the prospectus publishedby Ocado Group plc (the "Company" or "Ocado") on 6 July 2010 (the "Prospectus")and the supplementary prospectus published on 20 July 2010 (the "Supplementary Prospectus")in connection with the admission of its Ordinary Shares to the premium listing segmentof the Official List of the UK Listing Authority ("Official List") and to tradingon the main market for listed securities of the London Stock Exchange. For the durationof the Offers the Prospectus and the Supplementary Prospectus will be available fromthe registered office of the Company and in electronic form at www.ocado.com, subjectto certain access restrictions applicable to persons resident outside the UK.

This announcement is not for distribution, directlyor indirectly, in or into the United States of America (including its territoriesand possessions, any state of the United States of America and the District of Columbia)(the "United States"), Australia, Canada, Japan or other excluded territories. This announcement does not constitute, or form part of, an offer to sell, or a solicitationof an offer to purchase, any securities in the United States, Australia, Canada,Japan or other excluded territories. The securities of Ocado have not been and willnot be registered under the U.S. Securities Act of 1933 (the "Securities Act")and may not be offered or sold within the United States absent registration or anapplicable exemption from, or in a transaction not subject to, the registration requirementsof the Securities Act. The securities referred to herein have not been registeredunder the applicable securities laws of Australia, Canada or Japan and, subject tocertain exceptions, may not be offered or sold within Australia, Canada or Japanor to any national, resident or citizen of Australia, Canada or Japan.

FOR IMMEDIATE RELEASE 21 July 2010

Offer Price Announcement

Ocado Group plc

Ocado announces today the Offer Price of 180 pence per Share in respectof its initial public offering of its Ordinary Shares to institutional investorsand Eligible Customers and Eligible Employees and its application for Admission.

Highlights of the Offers

· The final Offer Price and the otherstatistics relevant to the Offers are as follows:

(1) All Preference Shares in existence will convert into Ordinary Shares on a onefor one basis immediately before Admission.

(2) Assumes that no Over-allotment Shares aresold pursuant to the Over-allotment Arrangements.

(3) This number includes 670,569Ordinary Shares issued pursuant to certain options prior to Admission (some of whichare being sold by the Selling Optionholders). It doesnot include the Ordinary Shares currently held under variousoptions which are capable of being exercised at the date of Admission and for whicha block listing application will be made as soon as possible following Admission.

(4) The market capitalisation of the Company atany given time will depend on the market price of the Ordinary Shares at that time.There can be no assurance that the market price of an Ordinary Share will be equalto or exceed the Offer Price.

(5) The net proceeds receivable by the Companyare stated after the deduction of underwriting commissions and other estimated feesand expenses incurred in connection with the Offers of approximately £15 million(excluding any amounts in respect of VAT) and includes cash of £0.6million receivable pursuant to the exercise of certainoptions prior to Admission.

· As stabilising manager, GoldmanSachs International has been granted an Over-allotment Option by UBS Cayman HoldingsLimited over up to approximately 18.1 million Ordinary Shares, representing 9 percent. of the Ordinary Shares comprised in the Offers (assuming no exercise of theOver-allotment Option). The Over-allotment Option is exercisable for a period of30 calendar days from today.

· Conditional dealings are expectedto commence on the London Stock Exchange at 8.00 am today under the ticker symbolOCDO. Admission to the premium listing segment of the Official List and to tradingon the main market for listed securities of the London Stock Exchange and the commencementof unconditional dealings are expected to take place at 8.00 am on 26 July 2010.

· Immediately following Admission,Directors and persons connected with them will own approximately 20 per cent. ofthe Company's issued share capital (calculated including the 32,476,700 OrdinaryShares held by the EBT Trustee pursuant to the JSOS), excluding interests in OrdinaryShares held under option or pursuant to the JSOS.

· Immediately following Admissionthe Directors will have the following direct and indirect interests in the issuedshare capital of the Company (including interests in the issued share capital ofthe Company held in discretionary trusts and Ordinary Shares in which the Directorshave only certain beneficial interests):

(1) Excluding any interests held under optionor pursuant to the JSOS as described below.

(2) These percentages are calculated includingthe 32,476,700 Ordinary Shares held by the EBT Trustee pursuant to the JSOS.

(3) As described in the Prospectus, Michael Gradeis entitled to a single bonus of £100,000 payable on Admission which he has electedto receive in Ordinary Shares. In addition he has acquired £100,000 of OrdinaryShares in the Offers.

(4) None of the Ordinary Shares in which Tim Steineris directly or indirectly interested will be sold pursuant to the Offers.

(5) Andrew Bracey has acquired £100,000 of OrdinaryShares in the Offers.

(6) Ruth Anderson has acquired £12,000 of OrdinaryShares in the Offers.

(7) Tetral SA, a company to which Jörn Rausing is connected, acquired £4,000,000of Ordinary Shares in the Offers.

(8) Michael Robarts has resigned from the Boardwith effect from Admission.

· Immediately following Admission,the direct and indirect interests of the Major Shareholders in the issued share capitalof the Company (including interests in the issued share capital of the Company heldin discretionary trusts and Ordinary Shares in which the relevant shareholder hasonly certain beneficial interests) will be as follows:

(1) Excluding any interests held under optionor pursuant to the JSOS as described above.

(2) These percentages are calculated includingthe 32,476,700 Ordinary Shares held by the EBT Trustee pursuant to the JSOS.

(3) Tetral SA, a company to which Jörn Rausing is connected, acquired £4,000,000of Ordinary Shares in the Offers.

(4) S. N. Roditi and associated holdings acquired6,000,000 Ordinary Shares in the Offers.

(5) UBS Cayman Holdings Limited may sell up toa further 18,131,750 Ordinary Shares pursuant to the Over-allotment Arrangements. This would result in UBS Cayman Holdings Limited holding no Ordinary Shares, UBSAG continuing to hold 2,980,100 Ordinary Shares.

· It is expected that Ocado ShareAccount Statements will be made available online on 4 August 2010.

A pricing statement relating to the Offers will be submitted to theUK Listing Authority. For the duration of the Offers, copies of the Pricing Statementare available free of charge during normal business hours from the registered officeof the Company at Titan Court, 3 Bishops Square, Hatfield Business Park, Hatfield,Hertfordshire AL10 9NE, the offices of Goldman Sachs International, J. P. MorganSecurities Ltd. and UBS Limited and in electronic form at www.ocado.com (subjectto certain access restrictions applicable to persons resident outside the UK).

Goldman Sachs International, J. P. Morgan Cazenove and UBS Limitedare acting as Joint Sponsors, Joint Global Co-ordinators and Joint Bookrunners. BarclaysCapital and HSBC Bank plc are acting as Co-Bookrunners and Jefferies InternationalLimited, Lloyds TSB Corporate Markets and Numis Securities Limited are acting asCo-Lead Managers.

 Commenting on today's announcement,Tim Steiner, CEO of Ocado said:

"We are delighted with today's news. We have had extremely positivereactions from investors in the UK, Continental Europe and the US and the fact thatour IPO completed successfully in very difficult markets is an endorsement of thelong-term growth potential offered by Ocado.

''I am looking forward to entering the next phase of growth atOcado and creating more new jobs and opportunities for Ocado people.

"I am delighted to welcome a range of blue chip investors to ourregister, joining many of our existing shareholders who have chosen to remain withus. Our customers and employees have been an essential part of the Ocado story todate, and I want to take this opportunity to thank them."

Enquiries:

Ocado +44 (0)1707 228000 Tim Steiner, Chief Executive Officer Andrew Bracey, Chief Financial Officer Neill Abrams, Director of Legal and Business Affairs Jason Gissing, Director of People, Culture and Communications

Goldman Sachs International + 44 (0)20 7774 1000 Phil Raper Daniel Yealland Richard Cormack Adrian Beidas

J.P. Morgan Cazenove +44(0)20 7588 2828 Laurence Hollingworth Nick Garrett James Seagrave

UBS Limited +44 (0)20 75678000 Tim Waddell Christopher Smith Craig Calvert

Brunswick Group +44 (0)207404 5959/[email protected] David Yelland Tom Buchanan Alison Poole

Capitalised terms used in this announcement have the meanings givento them in the Prospectus.

* * *

This announcement, the Prospectus and the SupplementaryProspectus contain "forward-looking" statements. These forward-looking statementsinvolve known and unknown risks and uncertainties, many of which are beyond Ocado'scontrol and all of which are based on the directors' current beliefs and expectationsabout future events. Forward-looking statements are sometimes identified by theuse of forward-looking terminology such as "believes", "expects", "may", "will","could", "should", "shall", "risk", "intends", "estimates", "aims","plans", "predicts", "projects", "anticipates", "continues", "assumes","positioned" or "anticipates" or the negative thereof, other variations thereonor comparable terminology, or by discussions of strategy, plans, objectives, goals,future events or intentions. These forward-looking statements include all mattersthat are not historical facts. Forward-looking statements may and often do differmaterially from actual results. They appear in a number of places throughout thisannouncement and include statements regarding the intentions, beliefs or currentexpectations of the directors or Ocado with respect to future events and are subjectto risks relating to future events and other risks, uncertainties and assumptionsrelating to the Ocado group's business concerning, amongst other things, the resultsof operations, financial condition, liquidity, prospects, growth and strategies ofOcado and the industry in which it operates.

These forward-looking statements and other statementscontained in this announcement regarding matters that are not historical facts involvepredictions. No assurance can be given that such future results will be achieved;actual events or results may differ materially as a result of risks and uncertaintiesfacing Ocado. Such risks and uncertainties could cause actual results to vary materiallyfrom the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of thedate of this document. The Ocado group disclaims any obligation or undertaking torelease publicly any updates or revisions to any forward-looking statements containedin this document to reflect any change in its expectations or any change in events,conditions or circumstances on which such statements are based unless required todo so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosureand Transparency Rules of the Financial Services Authority.

* * *

Neither this announcement nor any copy of it maybe made or transmitted into the United States, its territories or possessions ordistributed, directly or indirectly, in the United States, its territories or possessions. Neither this announcement nor any copy of it may be taken or transmitted into Australia,Canada or Japan or to any persons in any of those jurisdictions, except in compliancewith applicable securities laws. Any failure to comply with this restriction mayconstitute a violation of United States, Australian, Canadian or Japanese securitieslaws. The distribution of this document in other jurisdictions may be restrictedby law and persons into whose possession this document comes should inform themselvesabout, and observe, any such restrictions. The securities referred to herein havenot been registered under the applicable securities laws of the United States, Canada,Australia or Japan and, subject to certain exceptions, may not be offered or soldwithin the United States, Canada, Australia or Japan or to any national, residentor citizen of the United States, Canada, Australia or Japan.

In particular, this announcement and the informationcontained herein are not for distribution (directly or indirectly) in or into theUnited States of America (including its territories and possessions, any state ofthe United States of America and the District of Columbia) (the "United States")or other excluded territories. This document does not constitute, or form part of,an offer to sell, or a solicitation of an offer to purchase, any securities in theUnited States, Australia, Canada or Japan or in any jurisdiction to whom or in whichsuch offer or solicitation is unlawful. The securities of Ocado Group plc have notbeen and will not be registered under the U.S. Securities Act of 1933, as amended(the "Securities Act") and may not be offered or sold within the United Statesabsent registration or an applicable exemption from, or in a transaction not subjectto, the registration requirements of the Securities Act. Subject to certain exceptions,the Ordinary Shares referred to herein may not be offered or sold in Australia, Canadaor Japan or to, or for the account or benefit of, any national, resident or citizenof Australia, Canada or Japan.

* * *

This announcement does not constitute a recommendationconcerning the Offers. The price and value of securities can go down as well as up.Past performance is not a guide to future performance. Information in this announcementor any of the documents relating to the Offers cannot be relied upon as a guide tofuture performance. There is no guarantee that Admission will occur and you shouldnot base your financial decisions on Ocado's intentions in relation to Admissionat this stage.

Goldman Sachs International, J. P. Morgan Cazenove,Barclays Bank PLC, HSBC Bank plc, Jefferies International Limited, Lloyds TSB Bankplc and Numis Securities Limited are authorised and regulated in the United Kingdomby the Financial Services Authority and, together with UBS Limited (the "Banks"),are acting exclusively for Ocado and no-one else in connection with the Offers. Theywill not regard any other person as their respective client in relation to the Offersand will not be responsible to anyone other than Ocado for providing the protectionsafforded to their respective clients, nor for providing advice in relation to theOffers, the contents of this announcement or any transaction, arrangement or othermatter referred to herein.

In connection with the Offers, any of the Banksor any of their respective affiliates, acting as investors for their own accounts,may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase,sell, offer to sell or otherwise deal for their own accounts in such Ordinary Sharesand other securities of Ocado or related investments in connection with the Offersor otherwise. Accordingly, references in the Prospectus to the Ordinary Shares beingissued, offered, subscribed, acquired, placed or otherwise dealt in should be readas including any issue or offer to, or subscription, acquisition, placing or dealingby, any of the Banks, or any of their respective affiliates acting as investors fortheir own accounts. None of the Banks intends to disclose the extent of any suchinvestment or transactions otherwise than in accordance with any legal or regulatoryobligations to do so.

None of the Banks or any of their respective affiliatesor any of their respective directors, officers, employees, advisers or agents acceptsany responsibility or liability whatsoever for, or makes any representation or warranty,express or implied, as to the truth, accuracy or completeness of, the informationin this announcement (or whether any information has been omitted from the announcement)or any other information relating to Ocado, its subsidiaries or associated companies,whether written, oral or in a visual or electronic form, and howsoever transmittedor made available or for any loss howsoever arising from any use of this announcementor its contents or otherwise arising in connection therewith.

Certain of the Banks have the following interestsin the Company and the Offers:

· Goldman Sachs International holds 870,300 Ordinary Shares and 3,333,300Preference Shares which it is not selling pursuant to the Offers;

· Michael Sherwood, who is Co-Chief Executive of Goldman Sachs International,holds 166,700 Preference Shares which he is not selling pursuant to the Offers;

· UBS Holdings Cayman Limited, an affiliate of UBS Limited, holds 13,600Ordinary Shares and 36,249,900 Preference Shares. UBS Holdings Cayman Limited isselling 18,131,750 Ordinary Shares pursuant to the Offers and up to a further 18,131,750 pursuant to the Over-allotment Option (it being the provider of the Over-allotmentOption);

· UBS AG, an affiliate of UBS Limited, holds 2,980,100 Preference Shareswhich it is not selling pursuant to the Offers;

· Ranelagh Nominees Limited, an affiliate of Lloyds TSB Bank plc, holdswarrants over 5,611,200 Ordinary Shares. Since the Offer Price is below £1.90, thesewarrants will lapse following Admission and the Company will pay Ranelagh NomineesLimited £150,000; and

· Lloyds TSB Bank plc holds 17,800 Preference Shares which it is sellingpursuant to the Offers.

All Preference Shares in existence will convertinto Ordinary Shares immediately before Admission on a one for one basis.

* * *

In connection with the Offers, the StabilisingManager (or any of its agents), may (but will be under no obligation to), to theextent permitted by law and for stabilisation purposes, effect transactions (on anysecurities market, over-the-counter market, stock exchange or otherwise) with a viewto supporting the market price of the Ordinary Shares at a level higher than thatwhich might otherwise prevail in the open market.

The Stabilising Manager has entered into the Over-allotmentOption with UBS Holdings Cayman Limited pursuant to which it may purchase or nominatepurchasers for Ordinary Shares (the "Over-allotment Shares") at the Offer Pricerepresenting up to a maximum of approximately 18.1 million Ordinary Shares or 9 percent. of the number of Ordinary Shares comprised in the Offers (assuming there isno exercise of the Over-allotment Option), for the purposes of redelivering equivalentsecurities under the Stock Lending Agreement, to the extent that it is unable todo so using Ordinary Shares acquired by it for the purposes of stabilisation. TheOver-allotment Option may be exercised in whole or in part upon notice by the StabilisingManager, at any time during the period beginning on the commencement of conditionaldealings and ending 30 days thereafter. The Over-allotment Shares made availablepursuant to the Over-allotment Option will be sold at the Offer Price on the sameterms and conditions as, and will rank pari passu with, the Ordinary Shares, includingfor all dividends and other distributions declared, made or paid on the OrdinaryShares after Admission and will form a single class for all purposes with the OrdinaryShares.

In no event will measures be taken to stabilisethe market price of the Ordinary Shares above the Offer Price. Save as required bylaw or regulation, neither the Stabilising Manager nor any of its agents intendsto disclose the extent of any over-allotments and/or stabilisation transactions underthe Offers.