Director/PDMR Shareholding

DIRECTOR/PDMR SHAREHOLDING
OCADO GROUP PLC

11 May 2016

Director/PDMR and Connected Persons Notification

Ocado Group plc (the "Company" or "Ocado") makes the following announcement regarding the transactions in Ocado ordinary shares of 2 pence each ("Shares") carried out by one of its Directors and his connected persons.

Sale and repurchase of shares for investment into an Individual Savings Account ("ISA")

The Company received notification on 10 May 2016, pursuant to Disclosure and Transparency Rule 3.1.2R, that Neill Abrams, an Executive Director of Ocado, had sold 5,640 Shares at a price of 270.25 pence per Share and subsequently on the same day, purchased 5,589 Shares at a price of 271.048 pence per Share for the purpose of investing the Shares in an ISA. Neill Abrams has beneficial ownership of these 5,589 Shares.

On the same day, Neill Abram's spouse, Caryn Abrams, sold 5,616 Shares at a price of 271.4 pence per Share and subsequently on the same day, purchased 5,572 Shares at a price of 271.9 pence per Share for the purpose of investing the Shares in an ISA. Caryn Abrams has beneficial ownership of these 5,572 Shares.

The Company received notification on 11 May 2016, pursuant to Disclosure and Transparency Rule 3.1.2R, that Neill Abrams, an Executive Director of Ocado, had sold 4,155 Shares at a price of 294.663 pence per Share and subsequently on the same day, his daughter, Daniella Abrams, purchased 1,363 Shares at a price of 294.8799 pence per Share for the purpose of investing the Shares in a Junior ISA, his daughter, Mia Abrams, purchased 1,363 Shares at a price of 294.89 pence per Share for the purpose of investing the Shares in a Junior ISA, and his son, Joshua Abrams, purchased 1,363 Shares at a price of 294.8609 pence per Share for the purpose of investing the Shares in a Junior ISA.

As a result of these transactions, Neill Abrams and connected persons hold direct and indirect interests in 2,074,948 Shares, representing 0.33% of Ocado's issued share capital and a decrease of 161 shares (being an immaterial decrease in their percentage holding in Ocado's issued share capital).

For the purposes of DTR 3.1.3 both the sales and repurchase transactions took place in the UK on 10 May 2016 and 11 May 2016.

Notification made in accordance with DTR 3.1.2

The Company received notification on 11 May 2016, pursuant to Disclosure and Transparency Rule 3.1.2R, that Neill Abrams had agreed with counterparties to delay the date of completion of share sale contracts.

As described on page 238 of the prospectus issued by the Company on 6 July 2010, on 22 June 2010 Neill Abrams entered into three contracts for the transfer of 100,000 Ordinary Shares held in his name to his wife, as bare trustee, for each of his three children, in consideration of £100 and 97 per cent. of the market value of the Ordinary Shares on completion (which amount may be paid over five years).  Completion was due to take place on 30 June 2013 or such other date as the parties may agree. Neill Abrams retains a beneficial interest in the transferring Ordinary Shares until completion.

On 17 May 2013, and Neill Abrams agreed with the counterparties to these contracts to delay the date on which completion will take place to 30 June 2016 or such later date as the parties may agree.

On 11 May 2016, Neill Abrams agreed with the counterparties to these contracts to delay the date on which completion will take place to 30 June 2019 or such later date as the parties may agree.

There is no additional consideration payable in respect of the agreements to delay completion.

The percentage of Ocado's issued share capital affected by the agreements is 0.016% under Neill Abrams' agreements.

For the purposes of DTR 3.1.3, the amendments to the agreements took place in the UK on 11 May 2016.

Enquiries:

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