Ocado Group PLC — Proxy Solicitation & Information Statement 2026

Mar 5, 2026

ocado GROUP

Computershare

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 28 April 2026 at 1.00 pm

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www.investorcentre.co.uk/eproxy

Control Number: 921100

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 30 November 2025 and Notice of Meeting 2026 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 23 April 2026 at 1.00 pm.

Explanatory Notes:

1. The AGM will be held as a physical meeting (the "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 1.00 pm on 23 April 2026 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

196519_253360_RUN_CNS/000001/000001/SG601/II

133.8E D02

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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 28 April 2026 at 1.00 pm and at any adjournment thereof.

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

Signature

Date

DD/MM/YY

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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CCS 2941

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OCO

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130UBE D02