Ocado Group PLC

Proxy Solicitation & Information Statement • Feb 11, 2020

Ocado Group plc

Form of Proxy for use by holders of ordinary shares (other than those who hold their shares through the Ocado Share Account) at the Annual General Meeting of Ocado Group plc (the "Company") convened for 6 May 2020.

I/We	(FULL NAME(S) IN BLOCK CAPITALS)
of hereby appoint the Chairman of the meeting OR the following person (See Note 1 on reverse)	(ADDRESS IN BLOCK CAPITALS)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting of the Company to be held at 10am on 6 May 2020 and at any adjourned meeting.

Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder. (See Note 2 on reverse)

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the meeting. Please give instructions to your proxy by ticking the appropriate box alongside each resolution. (See Note 6 on reverse)

			Vote	At the Proxy's
Resolutions	For	Against	Withheld	Discretion
Ordinary resolutions			(See Note 7)
1. To receive the Annual Report and Accounts
2. To approve the Directors' Remuneration Report
3. To re-appoint Lord Rose
4. To re-appoint Tim Steiner
5. To re-appoint Duncan Tatton-Brown
6. To re-appoint Neill Abrams
7. To re-appoint Mark Richardson
8. To re-appoint Luke Jensen
9. To re-appoint Jörn Rausing
10. To re-appoint Andrew Harrison
11. To re-appoint Emma Lloyd
12. To re-appoint Julie Southern
13. To appoint John Martin
14. To appoint Claudia Arney
15. To re-appoint Deloitte LLP as auditors
16. To authorise the directors to determine the auditors' remuneration
17. Authority for political donations and political expenditure
18. Amendment to the Ocado 2019 Executive Share Option Scheme
19. To approve the Ocado Employee Share Purchase Plan
20. To approve the Ocado Restricted Share Plan
21. Authority to allot shares up to one-third of issued share capital
22. Authority to allot shares in connection with a rights issue only
Special resolutions
23. General authority to disapply pre-emption rights
24. Additional authority to disapply pre-emption rights
25. Authority to purchase own shares
26. Amendment to the articles
27. Notice of general meetings
Signature(s).		Date.

PLEASE TEAR OFF HERE

26615 7 February 2020 5:26 pm Proof 1

Attendance Card and Form of Proxy

Annual General Meeting 2020

Ocado Group plc

and after the meeting. meeting room will be open from 9.30am and light refreshments will be available before Please bring it with you to allow convenient entry into the meeting. The doors to the Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT on 6 May 2020. Annual General Meeting, to be held at 10am at Numis Securities Limited, The London keep it until the end of the meeting. This card shows that you are entitled to attend the If you plan to attend the Annual General Meeting, please bring this card with you and Please note that photo ID (such as a driving licence or passport) will be required for entry to the building.

EXPLANATORY NOTES

• 1. If you wish to appoint as your proxy someone other than the Chairman of the Meeting, insert the name of your chosen proxy in the space provided in the first box. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank they will be authorised in respect of your full voting entitlement.
• 1. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Company's registrar, Link Asset Services, or you may copy this form. If you are appointing more than one proxy, please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and indicate by ticking the relevant box that the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
• 1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com/CREST). CREST Personal Members or other CREST sponsored members and those CREST members who have appointed a service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
• 1. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent, Link Asset Services (ID RA10), by 10am on 4 May 2020. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 1. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 1. In the absence of instructions, the person appointed proxy may vote or refrain from voting as he or she thinks fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or refrain from voting as he or she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
• 1. 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.
• 1. The "At the Proxy's Discretion" option is provided to enable you expressly to leave your voting decision to the discretion of your proxy. As set out in note 6 above, such discretion would also be afforded to your proxy where no voting instructions given.
• 1. This form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it may execute by the signature(s) of a duly authorised officer or attorney. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding. The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.
• 1. To be valid, this form must be completed and lodged with the Company's registrar, Link Asset Services, at PXS 1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF or electronically at www.ocadoshares.com, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such authority, by 10am on 4 May 2020.

26615 7 February 2020 5:26 pm Proof 2

34 Beckenham Road PXS 1 Please return Form of Proxy to:

BR3 4ZF

BECKENHAM