Ocado Group PLC

AGM Information • May 7, 2014

Company No. 07098618

THE COMPANIES ACT 2006 PUBLIC COMPANY LIMITED BY SHARES OCADO GROUP PLC

At the Annual General Meeting of Ocado Group plc (the "Company") duly convened and held at One Bunhill Row, London, EC1Y 8YY on Wednesday, 7 May 2014 at 3.00p.m., resolutions 17, 18, 19 and 20 were passed as ordinary resolutions and resolutions 21, 22 and 23 were passed as special resolutions, as extracted from the notice of meeting and set out below.

ORDINARY RESOLUTIONS

Resolution 17 - Political donations

That, in accordance with sections 366 and 367 of the Companies Act 2006, the Company and all companies that are its subsidiaries at any time during the period for which this Resolution is effective are authorised, in aggregate, to:

• make political donations to political parties and/or independent election candidates not $(A)$ exceeding £50,000 in total;
• make political donations to political organisations other than political parties not exceeding $(B)$ £50,000 in total; and
• incur political expenditure not exceeding £50,000 in total, $|C|$

(as such terms are defined in sections 363 to 365 of the Companies Act 2006) during the period commencing on the date of the passing of this Resolution and finishing at the end of next year's annual general meeting (or if earlier, the close of business on 7 August 2015).

Resolution 18 - The Ocado Growth Incentive Plan

That the Ocado Growth Incentive Plan (the "GIP"), summarised in Appendix 1 to this Notice and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chairman, be approved and the directors be authorised to do all such acts and things necessary to establish the GIP.

Resolution 19 - The Ocado 2014 Executive Share Option Scheme

That the Ocado 2014 Executive Share Option Scheme (the "2014 ESOS"), summarised in Appendix 2 to this Notice and the rules of which are produced to this meeting and for the purposes of identification initialled by the Chairman, be approved and the directors be authorised to do all such acts and things necessary to establish the 2014 ESOS.

Resolution 20 - Authority to allot shares

The Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

• up to a nominal amount of £4,126,840 (such amount to be reduced by the nominal amount $(A)$ allotted or granted under paragraph (B) below in excess of such sum); and
• comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a $(B)$ nominal amount of £8,253,680 (such amount to be reduced by any allotments or grants made under paragraph (A) above) in connection with an offer by way of a rights issue:
• to ordinary shareholders in proportion (as nearly as may be practicable) to their $(i)$ existing holdings; and
• to holders of other equity securities as required by the rights of those securities or as the $(ii)$ Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authorities to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 7 August 2015) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS

Resolution 21 - Authority to disapply pre-emption rights

That if Resolution 20 is passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by that Resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale, such power to be limited:

• to the allotment of equity securities and sale of treasury shares for cash in connection with an $(A)$ offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (B) of Resolution 20, by way of a rights issue only):
• to ordinary shareholders in proportion (as nearly as may be practicable) to their $(i)$ existing holdings; and
• to holders of other equity securities, as required by the rights of those securities, or as $(i)$ the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

in the case of the authority granted under paragraph (A) of Resolution 20 and/or in the case of $(B)$ any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (A) above) of equity securities or sale of treasury shares up to a nominal amount of £619,026,

such power to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 7 August 2015) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Resolution 22 - Authority to purchase own shares

The Company be authorised for the purposes of section 701 of the Companies Act 2006 to make one or more market purchases (as defined in section 693(4) of the Companies Act 2006) of its ordinary shares of 2 pence each, such power to be limited:

• $(A)$ to a maximum number of 61,902,603 ordinary shares;
• by the condition that the minimum price which may be paid for an ordinary share is 2 pence $(B)$ and the maximum price which may be paid for an ordinary share is the highest of:
• an amount equal to 5% above the average market value of an ordinary share for the $(i)$ five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
• the higher of the price of the last independent trade and the highest current $(ii)$ independent bid on the trading venues where the purchase is carried out,

in each case, exclusive of expenses,

such power to apply until the end of next year's Annual General Meeting (or, if earlier, until the close of business on 7 August 2015) but in each case so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase ordinary shares pursuant to any such contract as if the power had not ended.

Resolution 23 - Notice of general meetings

That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

Dated 7 May 2014

In Mi

Neill Abrams Company Secretary and Director Ocado Group plc