Application for Listing and Total Voting Rights

APPLICATION FOR LISTING

OCADO GROUP PLC

24 May 2018

Application for listing

Ocado Group plc ("Ocado" or the "Company") announces that an application has been made for 33,146,200 of its ordinary shares of 2 pence each to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to be admitted to trading on the main market for listed securities of The London Stock Exchange plc (together "Admission"). Such ordinary shares shall, when issued, rank pari passu with the existing issued ordinary shares of Ocado. It is expected that Admission will take place at 8:00 a.m. on 29 May 2018.

The shares are being issued in connection with the partnership agreement between Ocado and The Kroger Co. ("Kroger") as announced on 17 May 2018. In order to effect the issue of shares, the Company intends to use the authorities granted to it at its Annual General Meeting held on 2 May 2018 which enable it to issue up to 5% of its issued share capital on a non pre-emptive basis in connection with financing a transaction which the Board of the Company determines to be an acquisition or specified capital investment, as contemplated by the Statement of Principles published by the Pre-Emption Group.

Following Admission, the total number of shares of the Company in issue will be 697,212,010. Ocado currently holds no shares as treasury shares and therefore, following Admission, the total number of voting shares in the Company will be 697,212,010.

The total voting rights figure of 697,212,010 ordinary shares 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 FCA's Disclosure Guidance and Transparency Rules.

This announcement is made in accordance with Listing Rule 3.2.

Further information about Ocado is available on its website at www.ocadogroup.com.

Person responsible for arranging the release of this announcement:

Neill Abrams

Company Secretary

Ocado Group plc

Buildings One & Two

Trident Place

Mosquito Way

Hatfield

Hertfordshire

AL10 9UL

Fax: +44 (0)1707 227 997

email: company.secretary@ocado.com