Total Voting Rights

TOTAL VOTING RIGHTS
OCADO GROUP PLC

1  February 2011

Ocado Group plc
Voting rights and capital

In accordance with the FSA's Disclosure Rules and Transparency Rules, Ocado Group plc  ("Ocado") announces that, as at 31 January 2011:

·      it had 553,648,125 issued ordinary shares of 2p each admitted to trading.  Each ordinary share carries 
the right to one vote in relation to all circumstances at general meetings of Ocado;

·      it does not hold any ordinary shares in treasury; and

·      accordingly, it had total voting rights of 553,648,125.  Of these issued ordinary shares, 32,476,700 are 
held by Appleby 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 these 32,476,700 ordinary shares. Although, in respect of 8,119,400 ordinary shares which have vested under the joint share ownership scheme, the Trustee may vote in respect of such ordinary shares at the request of a participant.

The total voting rights figure (553,648,125) may be used by shareholders and others with notification obligations as the denominator for the calculations by which they will determine whether they are required to notify their interest in, or a change to their interest in, Ocado under the FSA's Disclosure Rules and Transparency Rules.

Enquiries:

Company Secretary
Ocado Group plc
Titan Court
3 Bishops Square
Hatfield Business Park
Hatfield, Hertfordshire AL10 9NE
+44 (0)1707 227 997
email: company.secretary@ocado.com