Ocado Group PLC — Proxy Solicitation & Information Statement 2025

Mar 5, 2025

All Correspondence to: Computershare Investor Services PLC The Pavilions, Bridgwater Road, Bristol, BS99 6ZY

Form of Instruction - Annual General Meeting ("AGM") to be held on 29 April 2025 at 11.00am

Cast your Proxy online...It's fast, easy and secure!

www.investorcentre.co.uk/eproxy Control Number: 920474 SRN: PIN:

You will be asked to enter the Control Number, Shareholder Reference Number (SRN) and PIN shown above and agree to certain terms and conditions.

View the Annual Report and Accounts for the 52 weeks ended 1 December 2024 and Notice of Meeting 2025 online: https://www.ocadogroup.com/investors/shareholder-information

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To be effective, all forms of instruction must be lodged with the Company's Registrar at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 24 April 2025 at 11.00am.

Explanatory Notes:

• 1. The meeting will be held as a physical meeting.
• 2. 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 Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or submitted electronically at www.investorcentre.co.uk/eproxy, not later than 11.00am on 24 April 2025 or 72 hours (business days only) before any adjourned meeting.
• 3. Any alterations made to this Form of Instruction should be initialled.
• 4. Please indicate how you wish your votes to be cast by placing an "X" in the appropriate box overleaf. 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.
• 5. 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.
• 6. The "Vote Withheld" option is provided to enable you to abstain 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.
• 7. Any changes to the AGM will be notified to shareholders before the meeting through our website, www.ocadogroup.com, and, where appropriate, by announcement made by the company to a Regulatory Information Service.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

Form of Instruction

Please use a black pen. Mark with an X inside the box as shown in this example. X

I/We hereby instruct the Custodian "Computershare Company Nominees Limited " to vote on my/our behalf at the Annual General Meeting of the Company to be held at Ocado Group plc, Buildings One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire, AL10 9UL, on 29 April 2025 at 11.00am and at any adjournment thereof.

Ordinary Resolutions	For		Vote Against Withheld		For	Vote Against Withheld
1. To receive the Annual Report and Accounts				13. To re-elect Rachel Osborne
2. To approve the Directors' Remuneration Report				14. To re-appoint Deloitte LLP as auditor
3. To elect Adam Warby				15. To authorise the Audit Committee, on behalf of the Board, to determine the auditor's remuneration
4. To elect Gavin Patterson				16. Authority for political donations and political expenditure
5. To re-elect Tim Steiner				17. Authority to allot shares up to one-third of issued share capital
6. To re-elect Stephen Daintith				18. Authority to allot shares in connection with a pre-emptive offer only
7. To re-elect Jörn Rausing				Special Resolutions 19. General authority to disapply pre-emption rights
8. To re-elect Andrew Harrison				20. Additional authority to disapply pre-emption rights
9. To re-elect Emma Lloyd				21. Authority to purchase own shares
10. To re-elect Julie Southern				22. Amendment of the Articles of Association
11. To re-elect Nadia Shouraboura				23. Notice of general meetings
12. To re-elect Julia M. Brown
Signature		Date
			/ /	In the case of joint shareholders, only one holder need sign. In the case of a corporation, the Form of Instruction should be signed by a duly

authorised official whose capacity should be stated, or by an attorney.

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