Result of General Meeting

RESULT OF GENERAL MEETING

OCADO GROUP PLC
18 JULY 2013

Ocado Group plc

Result of General Meeting

Ocado Group plc (the "Company") is pleased to announce that at the General Meeting of the Company held at One Bunhill Row, London, EC1Y 8YY at 3:00 pm on 18 July 2013, an ordinary resolution approving the proposed arrangements with Wm Morrison Supermarkets plc was decided on a poll and passed by shareholders. Details of the resolution were set out in the circular posted to shareholders on 2 July 2013.

The number of votes for and against the resolution put before the General Meeting and the number of votes withheld were as follows:

Notes:

(i)   Votes withheld are not votes under English law and so have not been included in the calculation of whether a resolution is carried. Percentages have been rounded to two decimal places.

(ii)   As at 6.00pm on 16 July 2013, the Company's issued share capital was 617,249,580 ordinary shares of 2p each. Of these issued ordinary shares, 36,273,529 are held by Greenwood Nominees Limited mostly on behalf of Appleby Trust (Jersey) Limited, the independent company which is the trustee of Ocado's employee benefit trust (the "EBT Trustee"), as at 16 July 2013. The EBT Trustee has waived its right to exercise its voting rights and to receive dividends in respect of these 36,273,529 ordinary shares, although it may vote in respect of 23,096,204 ordinary shares which have vested under the joint share ownership scheme and remain in the trust as at 16 July 2013, at the request of a participant.

(iii)  This announcement is made pursuant to the requirements of Listing Rule 9.6.18R. In accordance with LR 9.6.2R, a copy of the resolution passed at the General Meeting has been submitted today to the Financial Conduct Authority's national storage mechanism. This document will be available for viewing at www.morningstar.co.uk/uk/NSM.

A copy of the General Meeting results will be available on Ocado's website: www.ocadogroup.com.

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