Ocado Group PLC

Proxy Solicitation & Information Statement • Apr 26, 2019

Ocado Group plc

Ocado Group plc

General Meeting 20 May 2019

Attendance Card and Form of Proxy

If you plan to attend the General Meeting, please bring this card with you and keep it until the end of the meeting. This card shows that you are entitled to attend the General Meeting, to be held at 10:00 a.m. at Buildings One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire, United Kingdom, AL10 9UL on 20 May 2019. Please bring it with you to allow convenient entry into the meeting. The doors to the meeting room will be open from 9:30 a.m. and light refreshments will be available before and after the meeting.

hold their shares through the Ocado Share Account) at the General Meeting of Form of Proxy for use by holders of ordinary shares (other than those who mpany") convened for 20 May 2019. Ocado Group plc (the "Co
(FULL NAME(S) IN BLOCK CAPITALS) We I/
(ADDRESS IN BLOCK CAPITALS) of
Meeting OR the following person hereby appoint the Chairman of the General (See Note 1 on reverse)
m. on 20 May 2019 and at any vote in respect of my/our voting entitlement on my/our behalf at the General as my/our proxy to exercise all or any of my/our rights to attend, speak and mpany to be held at 10:00 a. adjourned meeting. Meeting of the Co
Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder. (See Note 2 on reverse)
your proxy by ticking the appropriate box alongside the resolution. (See Note 6 resolution to be proposed at the General Meeting. Please give instructions to We wish my/our proxy to vote as indicated below in respect of the ordinary on reverse) I/
Discretion (See Note 8) Proxy's At the (See Note 7) Withheld Vote Against For 1. To approve the passing of the ordinary Resolution
(as set out in the Notice of General resolution at the General Meeting Meeting)
Date: Signature:
(See Notes 3, 4, 5, 9 and 10 on reverse).

			EXPLANATORY NOTES:
			If you wish to appoint as your proxy someone other than the Chairman of the General 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 To appoint more than one proxy, additional proxy forms may be obtained by contacting the will be authorised in respect of your full voting entitlement. 1. 2.
34 Beckenham Road BECKENHAM BR3 4ZF	PXS 1	Please return this Form of Proxy to:	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 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 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 10:00 a.m. on 16 May 2019. 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 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in In the absence of instructions, the person appointed proxy may vote or refrain from voting as he or she thinks fit on the specified resolution 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 Withheld" option is provided to enable you to refrain from voting on the resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the 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 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 10.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 sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf. proxies appointed through CREST should be communicated to the appointee through other means. of this form will not preclude a shareholder from attending the meeting and voting in person. amendments to the resolution) which may properly come before the meeting. calculation of the proportion of the votes "For" and "Against" the resolution. exercise votes which any other proxy has been authorised to exercise. Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. afforded to your proxy were no voting instructions given. The "Vote 3. 4. 5. 6. 7. 8. 9.
			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 10:00 a.m. on 16 May 2019.