Ocado Group PLC

Proxy Solicitation & Information Statement • Feb 29, 2024

All Correspondence to: The office of the Depositary Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Instruction - Annual General Meeting to be held on 29 April 2024 at 1.30pm

To be effective, all forms of instruction must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 24 April 2024 at 1.30 pm.

Explanatory Notes:

• 1. The meeting will be held as a physical meeting.
• 2. To be effective, this Form of Instruction and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be received by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or submitted electronically at www.investorcentre.co.uk/eproxy, not later than 1.30 pm on 24 April 2024 or 72 hours (business days only) before any adjourned meeting.
• 3. Any alterations made to this Form of Instruction should be initialled.
• 4. Please indicate how you wish your votes to be cast by placing an "X" in the appropriate box above. On receipt of this form duly signed, you will be deemed to have authorised the Corporate Nominee to vote, or to abstain from voting, as per your instructions. If no voting instruction is indicated, the Corporate Nominee will abstain from casting your votes on the resolution.
• 5. The Corporate Nominee will appoint the Chair of the meeting as its proxy to cast your votes. The Chair of the meeting may also vote or abstain from voting as they think fit on any other business (including amendments to the resolutions) which may properly come before the meeting.
• 6. The "Vote Withheld" option is provided to enable you to refrain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
• 7. Any changes to the AGM will be notified to shareholders before the meeting through our website, www.ocadogroup.com, and, where appropriate, by announcement made by the company to a Regulatory Information Service.

Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. Computershare Investor Services PLC (the "Depositary") and the Custodian accept no liability for any instruction that does not comply with these conditions.

All Named Holders

Form of Instruction

Please use a black pen. Mark with an X inside the box as shown in this example. X

II/We hereby instruct Computershare Company Nominees Limited to vote on my/our behalf at the Annual General Meeting of the Company to be held at Deutsche Numis, 45 Gresham Street, London, EC2V 7BF, on 29 April 2024 at 1.30 pm and at any adjournment thereof.

1.	Ordinary Resolutions To receive the Annual Report and Accounts	For	Vote Against Withheld	13. To elect Rachel Osborne	For	Vote Against Withheld
2.	To approve the Directors' Remuneration Policy			14. To re-elect Deloitte LLP as auditor
3.	To approve the Directors' Remuneration Report			15. To authorise the directors to determine the auditor's remuneration
4.	To re-elect Rick Haythornthwaite			16. Authority for political donations and political expenditure
5.	To re-elect Tim Steiner			17. To approve the Ocado Performance Share Plan 2024
6.	To re-elect Stephen Daintith			18. Authority to allot shares up to one-third of issued share capital
7.	To re-elect Jörn Rausing			19. Authority to allot shares in connection with a pre-emptive offer only
8.	To re-elect Andrew Harrison			Special Resolutions 20. General authority to disapply pre-emption rights
9.	To re-elect Emma Lloyd			21. Additional authority to disapply pre-emption rights
	10. To re-elect Julie Southern			22. Authority to purchase own shares
	11. To re-elect Nadia Shouraboura			23. Notice of general meetings
	12. To re-elect Julia M. Brown

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In the case of joint shareholders, only one holder need sign.

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