THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Ocado Group plc, please hand this document and the accompanying form of proxy or form of instruction to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

ocado GROUP PLC

(incorporated and registered in England and Wales under the Companies Act 2006, registered number 07098618)

NOTICE OF ANNUAL GENERAL MEETING 2020

Your attention is drawn to the letter from the Chairman of the Company which is set out on page 2 of this document and which recommends you to vote in favour of the Resolutions to be proposed at the Annual General Meeting.

Notice of the Annual General Meeting of the Company to be held at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT at 10am on 6 May 2020 is set out at the end of this document. Please note that photo ID (such as a driving licence or passport) will be required for entry to the building.

If you cannot attend the Annual General Meeting, shareholders should use a form of proxy and members of the Ocado Share Account should use a form of instruction in order to vote at the Annual General Meeting.

If you received this document in the post, the form of proxy or form of instruction will have accompanied it; if you downloaded this document from www.ocadogroup.com the form of proxy and form of instruction can be found on that website also.

To be valid, your form of proxy or form of instruction should be completed, signed and returned in accordance with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's registrars, Link Asset Services:

by no later than 10am on 1 May 2020 in the case of members of the Ocado Share Account returning a form of instruction; and
by no later than 10am on 4 May 2020 in the case of all other shareholders returning a form of proxy.

The form of proxy and form of instruction may be submitted electronically at www.ocadoshares.com or can be delivered by post or by hand to Link Asset Services, PXS 1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF.

Further instructions relating to how you are able to vote are set out in the notes to the notice of the Annual General Meeting.

ocado GROUP

11 February 2020

Dear Shareholder,

Annual General Meeting

I am pleased to invite you to this year's Annual General Meeting to be held at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT at 10am on 6 May 2020. Please note that photo ID (such as a driving licence or passport) will be required for entry to the building.

The formal notice convening the Annual General Meeting can be found on pages 4 to 7 of this document.

The Annual General Meeting gives the Board the opportunity to present the Company's performance and strategy to shareholders and to listen and respond to your questions. Your participation is important to us and if you cannot attend I would urge you to vote ahead of the Annual General Meeting.

If you are a shareholder, you may register your proxy vote electronically by accessing our shareholder portal www.ocadoshares.com or you may complete, sign and return a form of proxy (which will have accompanied this Notice if you received it in the post or if not can be downloaded at www.ocadogroup.com), in both cases to be received by no later than 10am on 4 May 2020 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned Annual General Meeting).

If you hold shares through the Ocado Share Account, your shares are held on your behalf by Link Market Services Trustees (Nominees) Limited — a company owned by the administrators of the Ocado Share Account — and that company is the registered shareholder. You can, however, instruct this company how you want your shares voted at the Annual General Meeting by accessing our shareholder portal www.ocadoshares.com or by filling out and returning a form of instruction (which will have been sent to you if you received this Notice in the post or if not can be downloaded at www.ocadogroup.com), in both cases by no later than 10am on 1 May 2020 (or, in the event of any adjournment, on the date which is 72 hours before the time of the adjourned Annual General Meeting) in order to allow the registered shareholder, Link Market Services Trustees (Nominees) Limited, time to collate your votes. If you would prefer to attend, speak and/or vote at the Annual General Meeting in person, or appoint someone else to attend the Annual General Meeting and vote on your behalf, you must confirm this to Link Market Services Trustees (Nominees) Limited using the details provided at www.ocadoshares.com or on the form of instruction provided.

If you are intending to come to the Annual General Meeting, please bring your attendance card with you to the Annual General Meeting. I do recommend that you arrive by 9.45am to enable us to carry out all of the registration formalities to ensure a prompt start at 10am.

We recognise that many shareholders are unable to attend the Annual General Meeting in person, so all Resolutions will be decided on a poll to be called by the Chairman at the meeting. The Board believes a poll is more representative of shareholders' voting intentions because shareholders' votes are counted according to the number of shares held and all votes tendered are taken into account. The results will be published on our website (www.ocadogroup.com) and will be released to the London Stock Exchange as soon as practicable following the closing of the Annual General Meeting.

The Board

The Articles of Association of the Company require each director to retire from office at every annual general meeting of the Company and each director has agreed to submit himself or herself for appointment or reappointment by shareholders.

Biographical details of each of the directors (as at the date of this Notice) are given on pages 72 and 73 of the Company's Annual Report and Accounts for the 52 weeks ended 1 December 2019 (the "2019 Annual Report and Accounts").

Having considered the performance of and contribution made by each of the directors at the relevant time, the Board and I remain satisfied that the performance of each director continues to be effective and that each director can demonstrate commitment to the role and as such recommends the reappointment of each director standing for reappointment. More information on the Board and the director evaluation process is given on pages 78 and 79 of the 2019 Annual Report and Accounts.

Explanatory Notes

Explanatory notes on the business to be considered at the Annual General Meeting appear on pages 8 to 10 of this document.

Recommendation

The directors consider that each Resolution to be proposed at the Annual General Meeting is in the best interests of the shareholders as a whole and unanimously recommend shareholders to vote in favour of all Resolutions, as they intend to do in respect of their own shareholdings.

Yours faithfully,

Lord Rose

Chairman

Ocado Group plc

NOTICE OF MEETING

Notice is hereby given that the Annual General Meeting of Ocado Group plc (the "Company") will be held at Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT at 10am on 6 May 2020. You will be asked to consider and, if thought fit, to pass the Resolutions below. Resolutions 23 to 27 (inclusive) will be proposed as special resolutions. All other Resolutions will be proposed as ordinary resolutions.

ORDINARY RESOLUTIONS

Report and Accounts

Resolution 1 — To receive the Company's Annual Report and Accounts for the 52 weeks ended 1 December 2019 together with the reports of the directors and auditors.

Remuneration report

Resolution 2 — To approve the Directors' Remuneration Report in the form set out on pages 98 to 131 in the Company's Annual Report and Accounts for the 52 weeks ended 1 December 2019.

Directors

Resolution 3 — To re-appoint Lord Rose as a director of the Company.
Resolution 4 — To re-appoint Tim Steiner as a director of the Company.
Resolution 5 — To re-appoint Duncan Tatton-Brown as a director of the Company.
Resolution 6 — To re-appoint Neil Abrams as a director of the Company.
Resolution 7 — To re-appoint Mark Richardson as a director of the Company.
Resolution 8 — To re-appoint Luke Jensen as a director of the Company.
Resolution 9 — To re-appoint Jörn Rausing as a director of the Company.
Resolution 10 — To re-appoint Andrew Harrison as a director of the Company.
Resolution 11 — To re-appoint Emma Lloyd as a director of the Company.
Resolution 12 — To re-appoint Julie Southern as a director of the Company.
Resolution 13 — To appoint John Martin as a director of the Company.
Resolution 14 — To appoint Claudia Arney as a director of the Company.

Auditors

Resolution 15 — To re-appoint Deloitte LLP as auditors of the Company.
Resolution 16 — To authorise the directors to determine the remuneration of the auditors.

Political donations

Resolution 17 — 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:

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

(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 6 August 2021).

Amendment to the Ocado 2019 Executive Share Option Scheme

Resolution 18 — (A) That Schedule 2 to the Ocado 2019 Executive Share Option Scheme (the "2019 ESOS"), under which the Board can grant US tax-approved options to Group employees ("Schedule 2"), summarised in Appendix 1 to this Notice, be approved (the updated rules of the 2019 ESOS incorporating Schedule 2 having been produced to this meeting and for the purposes of identification initialled by the Chairman); and

(B) the Board be authorised to do all such acts and things necessary or desirable to bring Schedule 2 into effect.

The Ocado Employee Share Purchase Plan

Resolution 19 — (A) That the Ocado Employee Share Purchase Plan (the "SPP"), 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 Board be authorised to do all such acts and things necessary or desirable to establish the SPP; and

(B) That the Board be authorised to adopt further plans based on the SPP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the SPP.

The Ocado Restricted Share Plan

Resolution 20 — (A) That the Ocado Restricted Share Plan (the "RSP"), summarised in Appendix 3 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 Board be authorised to do all such acts and things necessary or desirable to establish the RSP; and

(B) That the Board be authorised to adopt further plans based on the RSP but modified to take account of local tax, exchange control or securities laws in overseas territories, provided that any cash or shares made available under such further plans are treated as counting against any limits on individual or overall participation in the RSP.

Authority to allot shares (up to a maximum of one-third of the Company's issued share capital)

Resolution 21 — 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 £4,740,483 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 authority shall apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 6 August 2021) 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.

Authority to allot shares in connection with a rights issue only

Resolution 22 — 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 comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £9,480,966 (such amount to be reduced by any allotments or grants made under Resolution 21, if passed) in connection with an offer by way of a rights issue to:

(A) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

(B) holders of other equity securities, as required by the rights of those securities, or as 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. Such authority shall apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 6 August 2021) 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

To consider and if thought fit to pass the following as special resolutions:

General authority to disapply pre-emption rights

Resolution 23 — That, if Resolution 21 and/or Resolution 22 is/are passed, the Board be given power to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 21 and/or Resolution 22 (as applicable) 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:

(A) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under Resolution 22, if Resolution 22 is passed, by way of a rights issue only):

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
ii. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

(B) in the case of the authority granted under Resolution 21 (if Resolution 21 is passed) and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph A above) up to a nominal amount of £711,072.

such power to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 6 August 2021) 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 (or treasury shares to be sold) after the power ends and the Board may allot equity securities (or sell treasury shares) under any such offer or agreement as if the power had not ended.

Additional authority to disapply pre-emption rights

Resolution 24 — That, if Resolution 21 is passed, the Board be given power, in addition to any authority granted under Resolution 23(B), to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by Resolution 21 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 authority to be:

(A) limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £711,072; and
(B) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,

such power to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 6 August 2021) but, 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.

Authority to purchase own shares

Resolution 25 — 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 71,107,243 ordinary shares;

(B) by the condition that the minimum price which may be paid for an ordinary share is 2 pence and the maximum price which may be paid for an ordinary share is the highest of:

i. an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and

ii. the higher of the price of the last independent trade and the highest current 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 6 August 2021) 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.

Amendment to the articles

Resolution 26 — To resolve as a special resolution that, with effect from the end of the annual general meeting, the articles of association produced to the meeting and signed by the Chairman for the purpose of identification, are adopted as the articles of association of the Company in substitution for, and to the exclusion of, the Company's existing articles of association.

Notice of general meetings

Resolution 27 — That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

By order of the Board

Neill Abrams

Company Secretary and Group General Counsel

11 February 2020

Registered Office: Buildings One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire, United Kingdom, AL10 9UL
Registered in England and Wales number 07098618

EXPLANATORY NOTES TO THE PROPOSED RESOLUTIONS

Resolution 1 — To receive the Report and Accounts

The Board asks that shareholders receive the Company's Annual Report and Accounts for the 52 weeks ended 1 December 2019 together with the reports of the directors and auditors (the "2019 Annual Report and Accounts").

Resolution 2 — Approval of the Directors' Remuneration Report

The Directors' Remuneration Report is set out in full on pages 98 to 131 of the 2019 Annual Report and Accounts.

Resolution 2 is the ordinary resolution to approve the Directors' Remuneration Report. The Resolution is an advisory resolution and accordingly entitlement of a director to remuneration is not made conditional on the Resolution being passed.

Resolutions 3 to 14 — Appointment and re-appointment of directors

The articles of association of the Company require each director to retire from office at every annual general meeting of the Company and each director has agreed to submit himself or herself for appointment or re-appointment by shareholders. Having considered the performance of and contribution made by each of the directors at the relevant time, the Board remains satisfied that the performance of each director continues to be effective and that each director continues to demonstrate commitment to the role and as such recommends their appointment or re-appointment.

Biographical details of all the directors (as at the date of this Notice) are set out on pages 72 and 73 of the 2019 Annual Report and Accounts and appear on the Company's website www.ocadogroup.com. More information on the Board and director evaluation process is given on pages 78 and 79 of the 2019 Annual Report and Accounts.

Resolutions 15 and 16 — Re-appointment of the auditors and authority for the directors to determine their remuneration

On the recommendation of the Audit Committee, the Board is recommending to shareholders the re-appointment of Deloitte LLP as the Company's auditors. Accordingly, Resolution 15 proposes that Deloitte LLP be re-appointed as auditors of the Company.

Resolution 16 proposes that the directors be authorised to determine the level of the auditors' remuneration.

Resolution 17 — Authority to make political donations

Part 14 of the Companies Act 2006 restricts companies from making political donations to: (i) political parties; (ii) other political organisations; and (iii) independent election candidates and from incurring political expenditure without shareholders' consent. The Company does not make and does not intend to make donations to political parties, political organisations or independent election candidates, nor does it incur any political expenditure. However, as the definitions used in the Act are broad, it is possible that normal business activities such as sponsorship, subscriptions, payment of expenses, paid leave for employees fulfilling certain public duties, and support for bodies representing the business community in policy review or reform, which might not be thought to be political expenditure in the usual sense, could be caught. Shareholder approval is being sought in this Resolution on a precautionary basis only to allow the Company and any company, which at any time during the period for which this Resolution has effect, is a subsidiary of the Company, to continue to support the community and put forward its views to wider business and Government interests, without running the risk of being in breach of the Act.

The Board is therefore seeking authority to make political donations to political parties and/or independent election candidates not exceeding £50,000 in total, to make political donations to political organisations other than political parties not exceeding £50,000 in total and to incur political expenditure not exceeding £50,000 in total. In line with the guidance issued originally by the Association of British Insurers ("ABI") and for which the Investment Association ("IA") has assumed responsibility, it is proposed that this Resolution will be put to shareholders annually. Therefore, the authority will expire at the earlier of 6 August 2021 and the conclusion of the annual general meeting of the Company held in 2021.

Resolutions 18 to 20 — A summary of the principal terms of the proposed Schedule 2 to the 2019 ESOS, SPP and RSP are set out in Appendices 1 to 3 respectively to this Notice

A copy of the proposed Schedule 2 to the 2019 ESOS, SPP and RSP will be available for inspection at One Bunhill Row, London, EC1Y 8YY, United Kingdom during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the Annual General Meeting and at the place of the Annual General Meeting from 15 minutes prior to its commencement until its conclusion.

Resolution 21 — Authority to allot shares (up to a maximum of one-third of the Company's issued share capital)

This Resolution would give the directors the authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares up to an aggregate nominal amount equal to £4,740,483 (representing 237,024,143 ordinary shares of 2 pence each). This amount represents approximately one-third of the issued ordinary share capital of the Company as at 28 January 2020, the latest practicable date prior to publication of this Notice.

The authority sought under this Resolution will expire at the earlier of 6 August 2021 and the conclusion of the annual general meeting of the Company held in 2021.

The directors have no present intention to exercise the authority sought under this Resolution, except that they intend to satisfy options and awards under the Company's option and incentive schemes and one-off incentive arrangements. The Board wishes to ensure that the Company has maximum flexibility in managing the Company's capital resources.

As at the date of this Notice, no ordinary shares are held by the Company in treasury and so the references to the Company's share capital above do not include any treasury shares.

Resolution 22 — Authority to allot shares in connection with a rights issue only (up to a maximum of two-thirds of the Company's issued share capital, but subject to any allotments or grants under Resolution 21)

In line with guidance issued by the Investment Association ("IA Guidance") (formerly, guidance issued by the ABI), this Resolution would give the directors authority to allot ordinary shares or grant rights to subscribe for or convert any securities into ordinary shares in connection with a rights issue in favour of ordinary shareholders up to an aggregate nominal amount equal to £9,480,966 (representing 474,048,287 ordinary shares), as reduced by the nominal amount of any shares issued under Resolution 21, if that resolution is passed. This amount (before any reduction) represents approximately two-thirds of the issued ordinary share capital of the Company as at 28 January 2020, the latest practicable date prior to publication of this Notice.

The authority sought under this Resolution will expire at the earlier of 6 August 2021 and the conclusion of the annual general meeting of the Company held in 2021.

The directors have no present intention to exercise the authority sought under this Resolution, but the Board wishes to ensure that the Company has maximum flexibility in managing the Company's capital resources. However, if they do exercise the authority, the directors intend to follow the IA Guidance recommendations concerning its use.

As at the date of this Notice, no ordinary shares are held by the Company in treasury and so the references to the Company's share capital above do not include any treasury shares.

Resolutions 23 and 24 — Disapplication of pre-emption rights

Resolutions 23 and 24 will be proposed as special resolutions, which require a 75% majority of the votes to be cast in favour. They would give the directors the authority to allot ordinary shares (or sell any ordinary shares which the Company elects to hold in treasury) for cash without first offering them to existing shareholders in proportion to their existing shareholdings.

The authority set out in Resolution 23 would be, similar to previous years, limited to allotments or sales in connection with preemptive offers and offers to holders of other equity securities if required by the rights of those shares or as the Board otherwise considers necessary, or otherwise up to an aggregate nominal amount of £711,072 (representing 35,553,622 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 28 January 2020, the latest practicable date prior to publication of this Notice.

Resolution 24 authorises the Directors to allot new shares (or sell treasury shares) for cash, without the shares first being offered to existing shareholders in proportion to their existing holdings, in addition to the authority set out in Resolution 23(B), in connection with the financing (or refinancing, if the authority is to be used within six months after the original transaction) of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has taken place in the preceding six-month period and is disclosed in the announcement of the allotment.

The authority under Resolution 24 is limited to an aggregate nominal amount of £711,072 (representing 35,553,622 ordinary shares). This aggregate nominal amount represents approximately 5% of the issued ordinary share capital of the Company (excluding treasury shares) as at 28 January 2020, the latest practicable date prior to publication of this Notice.

Resolutions 23 and 24 have been separated in accordance with the guidance issued by the Pre-Emption Group.

In respect of the authority under Resolution 24(B), the Directors confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of authorities allowing the issuance of ordinary shares on a non pre-emptive basis for cash (except in connection with an acquisition or specified capital investment) within a rolling three year period where the Principles provide that usage in excess of 7.5% of the issued ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders. Adherence to the guidance would not preclude issuances under the authority sought under Resolution 24.

The authority will expire at the earlier of 6 August 2021 and the conclusion of the annual general meeting of the Company held in 2021.

Resolution 25 — Authorisation for the Company to purchase its own shares

This Resolution will be proposed as a special resolution and authority is sought for the Company to purchase up to 10% of its issued ordinary shares (excluding any treasury shares). The Company purchased no ordinary shares in the period from 1 May 2019 to the date of this Notice under the existing authority.

The directors have no present intention of exercising the authority to make market purchases; however, the authority provides the flexibility to allow them to do so in the future. The directors will exercise this authority only when to do so would be in the best interests of the Company and of its shareholders generally, and could be expected to result in an increase in the earnings per share of the Company.

Ordinary shares purchased by the Company pursuant to this authority may be held in treasury or may be cancelled. The directors will consider holding any ordinary shares the Company may purchase as treasury shares. The Company currently has no ordinary shares in treasury. The minimum price, exclusive of expenses, which may be paid for an ordinary share, is 2 pence. The maximum price, exclusive of expenses, which may be paid for an ordinary share is the highest of: (i) an amount equal to 5% above the average market value for an ordinary share for the five business days immediately preceding the date of the purchase; and (ii) the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

The Company has options outstanding over 7,708,707 ordinary shares, representing 1.08% of the Company's ordinary issued share capital (excluding treasury shares) as at 28 January 2020. If the existing authority given on 1 May 2019 and the authority now being sought by Resolution 25 were to be fully used, these would represent 1.35% of the Company's ordinary issued share capital (excluding treasury shares) at that date.

The authority will expire at the earlier of 6 August 2021 and the conclusion of the annual general meeting of the Company held in 2021.

Resolution 26 — The board proposes that the company adopt new articles of association (“New Articles”), the principal changes of which are set out at (A) to (E) below

The existing articles of association were adopted on 26 July 2010 and the New Articles are proposed with a view to updating the articles of association and to reflect the growth and change in the Company's business since 2010. The changes include:

A. Amending the language of the articles to be gender neutral, for example “chairman” being amended to “chair”;

B. Allowing general meetings of the Company to be held electronically as well as physically in accordance with the Companies (Shareholders’ Rights) Regulations 2009 and the Companies Act 2006. The New Articles will allow for meetings to be held and conducted in such a way that persons who are not physically present at the same place may attend, speak, and vote at the meeting by electronic means. Nothing in the New Articles will prevent the Company from holding physical general meetings and nor is it the current intention of the Board for meetings to be held solely by electronic means;

C. Amending the borrowing powers of the Board to allow net borrowings to the amount of £1,500,000,000. The existing limit of £750,000,000 was set in 2010 before the Company’s initial public offer and was appropriate for the needs of the business at that time. However, in the 10 years since then the Company has expanded and grown considerably and the existing limit does not reflect the growth of the Company or its increased capital expenditure requirements. The Board believes that the increased amount is a timely update to the limit and is in the best commercial interests of the Company;

D. Clarifying that the Company may send strategic reports with supplementary materials instead of the summary financial statements, which were previously provided; and

E. Removing the obligation for the Company to ascertain as to whether a proxy or a representative of a corporation has voted in accordance with the member’s instructions and clarifying that the failure of the proxy or representative to vote in accordance with that instruction will not invalidate the outcome of the vote on a resolution taken at the meeting.

A copy of the proposed New Articles will be available for inspection at One Bunhill Row, London, EC1Y 8YY, United Kingdom during normal business hours on any weekday (Saturdays, Sundays and UK public holidays excepted) up to and including the date of the Annual General Meeting and at the place of the Annual General Meeting from 15 minutes prior to its commencement until its conclusion.

Resolution 27 — Notice of general meetings

The notice period required by the Act for general meetings (other than an annual general meeting) is 21 clear days unless the Company:

has gained shareholder approval for the holding of general meetings on not less than 14 clear days’ notice by passing a special resolution at the most recent annual general meeting; and
offers the facility for all shareholders to vote by electronic means.

This Resolution seeks a renewal of such approval to hold a general meeting other than an annual general meeting on not less than 14 clear days’ notice and will be proposed as a special resolution. The shorter notice period would not be used as a matter of routine, but only where the flexibility is merited by the business of the meeting and is thought to be in the interests of shareholders as a whole. Should this Resolution be approved it will be valid until the end of the next annual general meeting.

NOTES TO THE NOTICE OF MEETING

Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Annual General Meeting. Members of the Ocado Share Account should refer to the procedure for submitting instructions referred to in paragraph 12 below. A person holding shares through the Ocado Share Incentive Plan should refer to the procedure for submitting instructions referred to in paragraph 13 below. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice (if you received this Notice in the post) or is available to download from www.ocadogroup.com. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact the Company's registrars, Link Asset Services:
by post at Link Asset Services, PXS 1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF;
by telephone on 0345 608 1476. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 9am to 5.30pm, Monday to Friday excluding public holidays in England and Wales; or
electronically via www.ocadoshares.com.
To be valid any proxy form must be submitted:
by post or (during normal business hours only) by hand to Link Asset Services, PXS 1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF;
electronically via www.ocadoshares.com (you will be asked to enter your Investor Code shown on your share certificate and agree to certain terms and conditions); or
in the case of shareholders holding their shares through CREST, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in paragraphs 8 to 11 below,

by no later than 10am on 4 May 2020 (or, in the event of any adjournment on the date which is 48 hours before the time of the adjourned Annual General Meeting).

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.
The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described in paragraphs 8 to 11 below) will not prevent a member attending the Annual General Meeting and voting in person if he/she wishes to do so.
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. 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.
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 (available via www.euroclear.com/en/about/our-rules.html. 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.
CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

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.
If you hold shares through the Ocado Share Account, you can instruct Link Market Services Trustees (Nominees) Limited how you want the votes in respect of your shares to be exercised at the Annual General Meeting, either:
electronically via www.ocadoshares.com; or
by filling out a form of instruction and returning it by post or (during normal business hours only) by hand to Link Asset Services, PXS 1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF,

in either case by no later than 10am on 1 May 2020 (or, in the event of any adjournment, on the date which is 72 hours before the time of the adjourned Annual General Meeting). If you would prefer to attend, speak and vote at the Annual General Meeting in person, or appoint someone else to attend the Annual General Meeting and vote on your behalf, you must confirm this to Link using the details provided at www.ocadoshares.com or on the form of instruction by no later than 10am on 1 May 2020 (or, in the event of any adjournment, on the date which is 72 hours before the time of the adjourned Annual General Meeting). After 10am on 1 May 2020 (or, in the event of any adjournment, on the date which is 72 hours before the time of the adjourned Annual General Meeting) you will no longer be able to:
- instruct Link Market Services Trustees (Nominees) Limited how you want the votes in respect of your shares to be voted;
- register to attend the Annual General Meeting in person; or
- change your instructions either as to how you want the votes in respect of your shares to be voted or in order to attend the Annual General Meeting in person.

If you hold shares through the Ocado Share Incentive Plan (the "SIP"), you can instruct Yorkshire Building Society, as trustee of the SIP, how you want the votes in respect of your shares to be exercised at the Annual General Meeting electronically via www.ybsshareplans.co.uk/ocado by no later than midnight on 25 April 2020. After midnight on 25 April 2020 you will no longer be able to instruct YBS Share Plans how you want the votes in respect of your shares to be voted.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that such corporation does not do so in relation to the same shares.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Act to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.
The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 to 6 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.
To be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company by close of business on 4 May 2020 (or, in the event of any adjournment, on the date which is 48 hours before the time of the adjourned Annual General Meeting). Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Annual General Meeting.
As at 28 January 2020 (being the last practicable date prior to the publication of this Notice) the Company's issued share capital consists of 711,072,430 issued ordinary shares of 2p each admitted to trading. The Company does not hold any ordinary shares in treasury. Each ordinary share carries the right to one vote in relation to all circumstances at general meetings of the Company. Accordingly, the total voting rights of the Company as at 28 January 2020 are 711,072,430. Of these issued ordinary shares:

a) 846,558 shares are held by Wealth Nominees Limited and 9,981,158 shares are held by Numis Nominees (Client) Ltd, both on behalf of Estera Trust (Jersey) Limited, the independent company which is the trustee of Ocado's employee benefit trust (the "EBT Trustee"). The EBT Trustee has waived its right to exercise its voting rights and to receive dividends in respect of 9,981,158 ordinary shares, although it may vote in respect of 846,558 ordinary shares which have vested under the joint share ownership scheme and remain in the trust as at 28 January 2020, at the request of a participant; and

b) 1,809,578 ordinary shares are held by Yorkshire Building Society, the trustee for the Company's SIP, who must vote, at the request of a participant, in respect of ordinary shares held by the trustee on behalf of that participant.

Copies of the service contracts and letters of appointment of the directors of the Company will be available for at least 15 minutes prior to the Annual General Meeting and during the Annual General Meeting.
Under section 338 and section 338A of the Act, members meeting the threshold requirements in those sections have the right to require the Company: (i) to give, to members of the Company entitled to receive notice of the Annual General Meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting; and/or (ii) to include in the business to be dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may be properly moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authorised by the person or persons making it, must be received by the Company not later than 24 March 2020, being the date six clear weeks before the Annual General Meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request.
Under section 527 of the Act members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under section 527 of the Act to publish on a website.
Any member attending the Annual General Meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the Annual General Meeting but no such answer need be given if: (i) to do so would interfere unduly with the preparation for the Annual General Meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in the form of an answer to a question; or (iii) it is undesirable in the interests of the Company or the good order of the Annual General Meeting that the question be answered.
Except as provided above, members who have general queries about the Annual General Meeting should use the following means of communication (no other methods of communication will be accepted):
calling: 0345 608 1476. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open 9am to 5.30pm, Monday to Friday excluding public holidays in England and Wales;
writing to: Link Asset Services, PXS 1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF; or
emailing: [email protected].

You may not use any electronic address provided either in this Notice or any related documents (including the Chairman's letter and proxy form) to communicate with the Company for any purposes other than those expressly stated.

A copy of this Notice, and other information required by section 311A of the Act, can be found at www.ocadogroup.com.

ocado

GROUP

OCADO ANNUAL GENERAL MEETING 2020

VENUE:

Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT.

TIMINGS:

6 May 2020.

9.30am

Doors open, security clearance and registration begins. Light refreshments available.

9.45am

Meeting room doors open.

Please make your way to the meeting room where hosts will direct you to your seats.

10.00am

Meeting commences.

11.30am (approximately)

Meeting closes.

Light refreshments available.

ADMISSION:

Please plan to arrive before 9.45am to allow enough time for registration and security clearance, bringing your attendance card with you.

SECURITY:

Standard security measures will be in place to ensure your safety. Please note that bag searches will be in operation, and any items deemed inappropriate will be removed and stored until the end of the event.

Please note that photo ID (such as a driving licence or passport) will be required for entry to the building.

Flash photography will not be allowed at the meeting.

TRANSPORT:

In line with our commitment to the environment, we recommend shareholders use public transport to attend the Annual General Meeting. The closest public transport links are shown below.

APPENDIX 1

Summary of the terms of Schedule 2 of the Ocado 2019 Executive Share Option Scheme

Set out below is a summary of the principal terms of the proposed Schedule 2 of the Ocado 2019 Executive Share Option Scheme (the "Schedule 2"). The Schedule 2 was adopted by the Board on 4 February 2020, conditional on shareholder approval.

Status

Under the Schedule 2, eligible employees are awarded options over shares ("Shares") in Ocado Group plc (the "Company") under the terms of the 2019 Executive Share Option Scheme, approved by shareholders at the Company's 2019 annual general meeting (the "2019 ESOS"). The Schedule 2 is designed to qualify under section 422 of the US Internal Revenue Code of 1986, as amended (the "Code"), giving US participants certain tax benefits on any options granted under the Schedule 2 ("ISO Options"). ISO Options are therefore granted under the terms of the 2019 ESOS subject to the additions and amendments set out below.

Grant of ISO Options and individual limits

Under the Schedule 2, the Board may only grant an ISO Option to an individual who is an employee of the Company or one of its subsidiaries with an exercise price per Share that is at least equal to:

i) if the individual holds at least 10% of the voting rights of all classes of share in the Company or one of its affiliated companies, 110% of the market value of a Share at the time the ISO Option is granted; and
ii) in all other circumstances, the market value of a Share at the time the ISO Option is granted.

The value of Shares (measured at the time the ISO Option is granted) over which any ISO Options are granted to an eligible employee, which normally first become exercisable in the same calendar year, may not exceed US$100,000.

Cessation of employment

If an optionholder ceases to be employed by a member of the Company's group (the "Group") as a result of his or her injury, redundancy, retirement or the sale of his employing company or business out of the Group, or for any other reason determined by the Board, ISO Options may be exercised within three months of the date of cessation of employment. If an optionholder dies or ceases employment with the Group as a result of his disability (within the meaning of the Code) he or her (or his or her personal representatives) may exercise any ISO Options he or she holds within 12 months of his cessation of employment/death. If an optionholder ceases employment with the Group for any other reason, his ISO Options will immediately lapse.

Limits

In order to comply with the Code (and in addition to the dilution limits set out in the 2019 ESOS rules and summarised in the 2019 AGM notice), the maximum total number of Shares which may be used in connection with the Schedule 2 is five per cent. of the Company's issued share capital. The actual number of Shares which will be used under the ISO Schedule is expected to be substantially less than this number. In line with the adjustment provisions set out in the 2019 ESOS and summarised in the 2019 AGM notice, this limit may be adjusted if there is a variation in the Company's share capital.

APPENDIX 2

Summary of the terms of the Ocado Employee Share Purchase Plan

Set out below is a summary of the principal terms of the Ocado Employee Share Purchase Plan (the "SPP"). The SPP was adopted by the Board on 4 February 2020, conditional on shareholder approval.

Status

The SPP is an "all-employee" stock purchase plan under which eligible employees are awarded options ("SPP Options") over shares ("Shares") in Ocado Group plc (the "Company"). The SPP is designed to qualify under section 423 of the US Internal Revenue Code of 1986, as amended (the "Code"), giving US participants certain tax benefits on gains made under the SPP. The SPP will be administered by the Board or any duly appointed delegate of the Board.

Eligibility

Generally, all employees of any US subsidiary of the Company which is designated as a participating company for the SPP will be eligible to participate in the SPP and to receive an SPP Option on an equal basis. Employees who are citizens or residents of a non-US jurisdiction may be excluded from participation in the SPP if that employee's participation would violate the laws of the applicable jurisdiction or if complying with the laws of the applicable jurisdiction would cause the SPP to violate section 423 of the Code. The Board may impose additional eligibility requirements to the extent permitted by law.

From time to time, the Company may invite eligible employees to take part in an offering under the SPP.

Grant of SPP Options and individual limits

Where the Company makes an offer under the SPP, SPP Options are granted at the beginning of a specific offering period to those employees who have enrolled in the SPP for that offering period. The offering period will not normally exceed 24 months (and is subject to a statutory limit of 27 months).

The price payable for each Share under an SPP Option will be determined by the Board, provided that the purchase price is not less than 85 per cent. of the fair market value of a Share on the date of grant or at the end of the offering period, whichever is the lower.

Participants enrol in the SPP by authorising payroll deductions from their salary during the relevant offering period. Participants are entitled to cease their payroll deductions at any time during an offering period. Under section 423 of the Code, a participant's payroll deductions in respect of his SPP Options may not exceed US$25,000 in any year. In addition to this statutory limit, the Company proposes to provide for an annual cap of up to the lower of 20% of the employee's salary and the local currency equivalent of £20,000.

The Board may not grant SPP Options after the earlier of 10 years from the date of its approval by shareholders or 10 years after the date of its adoption by the Board.

Exercise of SPP Options

Provided that the participant is still an employee of the Company or of a participating US subsidiary of the Company at the end of an offering period, the participant's SPP Option may be exercised using the accumulated payroll deductions to purchase the maximum whole number of Shares possible within a period of up to three months following the end of the offering period (under the Code, the option may not be exercised more than 27 months after the start of the offering period).

The Shares acquired under an SPP Option may be held by the trustees of an employee benefit trust established by the Company as nominee for the participants to ensure compliance with the Code.

Cessation of employment

If the participant ceases to be employed by the Company or by a participating US subsidiary of the company because of his death, redundancy, injury, disability or retirement or the sale of his employing business or company out of the Company's group, his SPP Option may be exercised within three months of his cessation of employment (to the extent of the participant's payroll deductions at that time). If a participant ceases to be employed by the Company or a participating US subsidiary of the Company for any other reason, his SPP Options will lapse and any accumulated payroll deductions that have not been used to buy Shares under the SPP during the offering period will be returned to the participant.

Corporate events

In the event of a change of control of the Company (or if the Board so determines, a winding up of the Company or if the Board determines that the Company will be affected by a demerger, the payment of a special dividend or other event which will materially affect the value of Shares), the SPP Options may be exercised (to the extent of the participant's payroll deductions at that time). Alternatively, the Board may decide the SPP Options may be replaced with options of an equivalent value in the relevant acquiring company.

Adjustments

If there is a variation of share capital of the Company or if the Board determines that the Company will be affected by a demerger, the payment of a special dividend or other event which will materially affect the value of Shares, the Board may make such adjustments to the number and description of Shares under SPP Options and the exercise price applicable to SPP Options in such manner as the Board determines appropriate.

Rights attaching to Shares

Shares issued or transferred under the SPP will not confer any rights on any participant until the relevant SPP Option has been exercised and the participant in question has received the underlying Shares. Any Shares allotted when an SPP option is exercised will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their issue).

SPP Options not transferable

Options granted under the SPP are not transferable other than to a participant's personal representatives in the event of death.

Limits

The SPP may operate over newly issued Shares, treasury Shares or Shares purchased in the market. The rules of the SPP provide that, in any period of 10 calendar years, not more than 10 per cent. of the Company's issued ordinary share capital may be issued under the SPP and under any other employees' share scheme adopted by the Company. Shares transferred out of treasury will count towards this limit for so long as this is required under institutional shareholder guidelines. Shares issued or to be issued pursuant to awards granted before the Company's IPO will not count towards this limit.

In addition, in order to comply with the Code, the maximum total number of Shares which may be used in connection with the SPP, whatever the source of the Shares, is five per cent. of the Company's issued share capital. The actual number of Shares which will be used under the SPP is expected to be substantially less than this number. This number may be subject to adjustment if the circumstances referred to in the 'Adjustments' section above occur.

Amendments

The Board may, at any time, amend the provisions of the SPP in any respect. The prior approval of the Company's shareholders in general meeting must be obtained in the case of any amendment to the advantage of participants in the SPP which is made to the provisions relating to eligibility, individual or overall limits, the basis for determining the entitlement to and the terms on which Shares may be acquired under the SPP by eligible employees, the adjustments that may be made in the event of any variation to the share capital of the Company and/or the rule relating to such prior approval. There are exceptions to this shareholder approval requirement for any minor amendment to benefit the administration of the SPP, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company and/or its group companies.

Overseas plans

The Board may, at any time, establish further plans based on the SPP for overseas territories. Any such plan will be similar to the SPP, but modified to take account of local tax, exchange control or securities laws. Any Shares made available under any such further overseas plans must be treated as counting against the limits on individual and overall participation under the SPP.

Benefits not pensionable

The benefits received under the SPP are not pensionable.

APPENDIX 3

Summary of the terms of the Ocado Restricted Share Plan

Set out below is a summary of the principal terms of the Ocado Restricted Share Plan ("RSP"). The RSP was adopted by the Board on 4 February 2020, conditional on shareholder approval.

Status

Under the RSP, participants will either be granted an option over shares ("Shares") in Ocado Group plc (the "Company") with a nil exercise price or a conditional award of Shares in the Company (a "RSP Award"). It is proposed that the RSP be used for two key purposes: (a) to allow all-employee free share awards outside the UK, similar to the Company's Share Incentive Plan ("All-Employee Awards"); and (b) to give the Company the flexibility to make discretionary free share awards ("Executive Awards"), particularly in the scenario of recruitment. The RSP will be administered by the Board or any duly appointed delegate of the Board.

Eligibility

Any employee of the Company or its subsidiaries will be eligible, at the Board's discretion, to be granted an award under the RSP, although any Executive Award granted to any member of the Company's executive committee would be subject to the oversight of the Remuneration Committee.

Grant of RSP Awards

RSP Awards may be granted within six weeks of the approval of the RSP by shareholders or within six weeks after the day on which the Company announces its results for any period or at any other time that the Board, at its discretion, may deem there are circumstances which justify the granting of RSP Awards. To the extent that share dealing restrictions apply in any of the preceding periods, RSP Awards may be granted within six weeks of those restrictions being lifted.

Performance and other conditions

RSP Awards may be made subject to performance conditions, as determined by the Board at the time a RSP Award is granted. The Board may change any such performance condition if anything happens which causes the Board reasonably to consider it appropriate, provided that any changed performance condition will not be materially more or less challenging to satisfy than the original condition would have been had such circumstances not arisen. The Board may also impose other conditions on the vesting or exercise of RSP Awards.

Vesting, exercise and release of RSP Awards

RSP Awards which are subject to performance conditions will normally have those conditions assessed as soon as reasonably practicable after the end of the relevant performance period. The Board will determine the extent to which the RSP Awards will vest, taking into account the extent that any relevant performance conditions have been satisfied, the underlying performance of the Company and the participant and such other factors the Board considers, in its opinion, relevant. To the extent that they vest, RSP Awards will normally vest on the vesting date set by the Board at grant.

The Board may also determine at grant that a RSP Award is subject to an additional holding period following vesting, during which Shares subject to the RSP Award may not be delivered to participants and at the end of which the Shares subject to the RSP Award will be "released" (i.e. become capable of sale by the participant).

To the extent they vest, RSP Awards granted as nil-cost options will normally remain exercisable until the tenth anniversary of the date of grant.

Cessation of employment

As a general rule, an unvested RSP Award (and, where a participant is dismissed for misconduct, any vested RSP Awards) will lapse immediately upon a participant ceasing to be employed by or hold office with the Company's group (the "Group").

However, if a participant ceases to hold office or employment because of his or her injury or disability because his or her employing company or business being transferred out of the Group or in other circumstances at the discretion of the Board (each a "Good Leaver Reason") or his death, his RSP Award will not lapse. For All-Employee Awards only the participant's retirement or redundancy will also qualify as Good Leaver Reasons.

If a participant leaves for a Good Leaver Reason, his or her RSP Award will vest on the usual vesting date or earlier at the discretion of the Board. The extent to which RSP Awards vest in these circumstances will be determined by the Board, taking into account the satisfaction of any performance conditions applicable to the RSP Award, the underlying performance of the Company and the participant and such other factors the Board considers, in its opinion, relevant.

Unless the Board decides otherwise, the extent to which a RSP Award vests will also take into account the proportion of the performance period (or, in the case of a RSP Award not subject to performance conditions, the vesting period) which has elapsed on the cessation of the participant's office or employment with the Group.

Holding periods

If a participant ceases to be employed by or hold office with the Group during a holding period in respect of a RSP Award for any reason other than summary dismissal, his RSP Award will normally be released at the end of the holding period, unless the Board determines that it should be released on the cessation of his or her office or employment. If a participant dies during the holding period, his RSP Award will be released on the date of death (unless the Board decides they will be released at the end of the normal holding period). If a participant is summarily dismissed, any outstanding RSP Awards they hold will immediately lapse.

Awards granted as nil-cost options

RSP Awards structured as nil-cost options may normally be exercised to the extent vested for a period of 12 months after vesting (or, where RSP Awards are subject to a holding period, release). Where nil-cost options have already vested (and, where relevant, been released) on the date of cessation of office or employment, those nil-cost options may normally be exercised for a period of 12 months from the date of cessation, unless the participant is summarily dismissed, in which case his nil-cost options will lapse. If a participant dies, a vested (and, where relevant, released) nil-cost option may normally be exercised until the first anniversary of his death.

Death

If a participant dies, his or her RSP Award will vest (and, in the case of a RSP Award subject to a holding period, be released) on the date of his or her death on the basis set out for other Good Leaver Reasons above. Alternatively, the Board may decide that unvested RSP Awards will vest on the date they would have vested if the participant had not died on the basis set out for other Good Leaver Reasons above.

Corporate events

In the event of a change of control or winding up of the Company, RSP Awards will vest (and be released) early. In this case the proportion of any unvested RSP Awards which vest will be determined by the Board, taking into account the extent to which any performance conditions applicable to RSP Awards have been satisfied at that time, the underlying performance of the Company and the participant and such other factors the Board considers, in its opinion, relevant, and, unless the Board determines otherwise, the proportion of the performance period, or in the case of RSP Awards not subject to performance conditions, the vesting period, which has elapsed.

In the event of an internal corporate re-organisation or in other circumstances the Board determines appropriate, RSP Awards may (with the consent of the acquiring company) be replaced by equivalent RSP Awards over shares in the acquiring company.

If a demerger, special dividend or other corporate event is proposed which, in the opinion of the Board, would mean that it would be unfair or inappropriate for RSP Awards to continue to subsist and that adjustment of the RSP Awards is not practicable or appropriate, the Board may decide that RSP Awards will vest as in the case of a change of control.

To the extent that RSP Awards in the form of nil-cost options vest in accordance with the above provisions, they may usually be exercised for a period of one month and will otherwise lapse at the end of that period. To the extent that a participant already held vested RSP Awards in the form of nil-cost options, they may usually be exercised for a period of one month from the relevant event and will otherwise lapse at the end of that period.

Adjustments

If there is a variation of share capital of the Company, or in the event of a demerger, payment of a special dividend or other corporate event which materially affects the market price of the Shares, then the Board may make such adjustments as it considers appropriate to the number of Shares under RSP Awards.

Recovery of Executive Awards (malus and clawback)

The Board may decide, within five years of the grant of an Executive Award, that that Executive Award will be subject to a reduction in the number of Shares subject to that Executive Award (malus) or clawback where, in its opinion, there are exceptional circumstances. Such exceptional circumstances may include:

a) a material misstatement in the published results of the Group (or one of its members);
b) the assessment of any applicable performance condition or the calculation of the number of Shares subject to a RSP Award being based on an error or inaccurate or misleading information;
c) the participant committing misconduct or breaching his or her restrictive covenants;
d) where the Board determines that the participant has caused wholly or in part a material loss for the Company's group as a result of (i) reckless, negligent or wilful actions or (ii) inappropriate values or behaviour;
e) a member of the Group is censured by a regulatory body or suffers a significant detrimental impact to its reputation for which the participant is responsible or had management oversight; and
f) the Company or a material proportion of the Group suffering insolvency or similar corporate failure caused wholly or partly by the participant.

The clawback may be satisfied by way of a requirement to transfer Shares or to make a cash payment in respect of those Shares.

Rights attaching to Shares

RSP Awards will not confer any rights on any employee holding such RSP Awards until the relevant RSP Award has been exercised (in the case of RSP Awards in the form of nil-cost options) and the employee in question has received the underlying Shares. Any Shares allotted when a RSP Award vests or is exercised will rank equally with Shares then in issue (except for rights arising by reference to a record date prior to their allotment).

RSP Awards not transferable

RSP Awards are not transferable other than to a participant's personal representatives in the event of death.

Alternative settlement

At its discretion, the Board may decide to satisfy RSP Awards with a cash payment equal to any gain that a participant would have made had the RSP Awards been satisfied with Shares in the usual manner.

Limits

The RSP may operate over newly issued Shares, treasury Shares or Shares purchased in the market. The rules of the RSP provide that, in any period of ten calendar years, not more than 10 per cent. of the Company's issued ordinary share capital may be issued under the RSP and under any other employees' share scheme adopted by the Company. In the same period no more than 5 per cent. of the Company's issued share capital may be issued to satisfy Executive Awards under the RSP and awards under any other discretionary employees' share schemes adopted by the Company.

Shares issued out of treasury under the RSP will count towards these limits for so long as this is required under institutional shareholder guidelines.

Shares issued or to be issued pursuant to awards granted before the Company's IPO will not count towards these limits.

Amendments

The Board may, at any time, amend the provisions of the RSP in any respect. The prior approval of the Company's shareholders in general meeting must be obtained in the case of any amendment to the advantage of participants in the RSP which is made to the provisions relating to eligibility, individual or overall limits, the basis for determining the entitlement to and the terms on which Shares or cash may be acquired under the RSP by eligible employees, the adjustments that may be made in the event of any variation to the share capital of the Company and/or the rule relating to such prior approval. There are exceptions to this shareholder approval requirement for any minor amendment to benefit the administration of the RSP, to take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants, the Company and/or its Group companies.

Overseas plans

The Board may, at any time, establish further plans based on the RSP for overseas territories. Any such plan will be similar to the RSP, but modified to take account of local tax, exchange control or securities laws. Any Shares made available under any such further overseas plans must be treated as counting against the limits on individual and overall participation under the RSP.

Benefits not pensionable

The benefits received under the RSP are not pensionable.

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Ocado Group PLC — Proxy Solicitation & Information Statement 2020

4885_agm-r_2020-02-11_4e78240c-cff5-4192-be3f-f8505b51e1f8.pdf

ocado GROUP PLC

NOTICE OF ANNUAL GENERAL MEETING 2020

Explanatory Notes

Recommendation

ORDINARY RESOLUTIONS

Report and Accounts

Remuneration report

Directors

Auditors

Political donations

Amendment to the Ocado 2019 Executive Share Option Scheme

The Ocado Employee Share Purchase Plan

The Ocado Restricted Share Plan

Authority to allot shares (up to a maximum of one-third of the Company's issued share capital)

Authority to allot shares in connection with a rights issue only

SPECIAL RESOLUTIONS

General authority to disapply pre-emption rights

Additional authority to disapply pre-emption rights

Authority to purchase own shares

Amendment to the articles

Notice of general meetings

Neill Abrams

EXPLANATORY NOTES TO THE PROPOSED RESOLUTIONS

Resolution 1 — To receive the Report and Accounts

Resolution 2 — Approval of the Directors' Remuneration Report

Resolutions 3 to 14 — Appointment and re-appointment of directors

Resolutions 15 and 16 — Re-appointment of the auditors and authority for the directors to determine their remuneration

Resolution 17 — Authority to make political donations

Resolutions 18 to 20 — A summary of the principal terms of the proposed Schedule 2 to the 2019 ESOS, SPP and RSP are set out in Appendices 1 to 3 respectively to this Notice

Resolution 21 — Authority to allot shares (up to a maximum of one-third of the Company's issued share capital)

Resolution 22 — Authority to allot shares in connection with a rights issue only (up to a maximum of two-thirds of the Company's issued share capital, but subject to any allotments or grants under Resolution 21)

Resolutions 23 and 24 — Disapplication of pre-emption rights

Resolution 25 — Authorisation for the Company to purchase its own shares

Resolution 26 — The board proposes that the company adopt new articles of association (“New Articles”), the principal changes of which are set out at (A) to (E) below

Resolution 27 — Notice of general meetings

NOTES TO THE NOTICE OF MEETING

OCADO ANNUAL GENERAL MEETING 2020

VENUE:

TIMINGS:

9.30am

9.45am

10.00am

11.30am (approximately)

ADMISSION:

SECURITY:

TRANSPORT:

APPENDIX 1

Summary of the terms of Schedule 2 of the Ocado 2019 Executive Share Option Scheme

Status

Grant of ISO Options and individual limits

Cessation of employment

Limits

Status

Eligibility

Grant of SPP Options and individual limits

Exercise of SPP Options

Cessation of employment

Corporate events

Adjustments

Rights attaching to Shares

SPP Options not transferable

Limits

Amendments

Overseas plans

Benefits not pensionable

Status

Eligibility

Grant of RSP Awards

Performance and other conditions

Vesting, exercise and release of RSP Awards

Cessation of employment

Holding periods

Awards granted as nil-cost options

Death

Corporate events

Adjustments

Recovery of Executive Awards (malus and clawback)

Ocado Group PLC Proxy Solicitation & Information Statement 2020