Ocado Group PLC

Proxy Solicitation & Information Statement • Feb 28, 2023

Form of Instruction for completion by members of the Ocado Share Account representing shares on a one-for-one basis in Ocado Group plc (the "Company") in respect of the Annual General Meeting ("AGM") of the Company to be held at the offices of Numis Securities Limited, 45 Gresham Street, London, EC2V 7BF at 2.30 pm on 2 May 2023.

Please read the Notes on the reverse before completing this Form of Instruction. Please insert full name(s) and address(es) in BLOCK CAPITALS:

I/We
Investor code
Of

a member of the Ocado Share Account representing shares in the Company hereby instruct Link Market Services Trustees (Nominees) Limited, the "Corporate Nominee", to vote for me/us and on my/our behalf by proxy at the Company's AGM to be held on the above date (and at any adjournment thereof) as directed by an "X" in the spaces below.

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

Signature(s):
Date:

NOTES:

• 1. The meeting will be held as a physical meeting.
• 1. To be effective, this Form of Instruction and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be received by Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or submitted electronically at www.ocadoshares.com, not later than 2.30 pm on 26 April 2023 or 72 hours before any adjourned meeting.
• 1. Any alterations made to this Form of Instruction should be initialled.
• 1. Please indicate how you wish your votes to be cast by placing an "X" in the appropriate box above. On receipt of this form duly signed, you will be deemed to have authorised the Corporate Nominee to vote, or to abstain from voting, as per your instructions. If no voting instruction is indicated, the Corporate Nominee will abstain from casting your votes on the resolution.
• 1. The Corporate Nominee will appoint the Chair of the meeting as its proxy to cast your votes. The Chair of the meeting may also vote or abstain from voting as they think fit on any other business (including amendments to the resolutions) which may properly come before the meeting.
• 1. The "At the Proxy's Discretion" option is provided to enable discretion to be given to the Chair of the meeting to vote or abstain from voting as they think fit.
• 1. The "Vote Withheld" option is provided to enable you to refrain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.