Total Voting Rights

TOTAL VOTING RIGHTS

OCADO GROUP PLC

1 March 2023

Ocado Group plc

Voting rights and capital

In accordance with the FCA's Disclosure Guidance and Transparency Rules, Ocado Group plc ("Ocado") announces that, as at 28 February 2023:

·    it had 826,405,633 issued ordinary shares of 2 pence 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 826,405,633. Of these issued ordinary shares:

·      2,119,570 shares are held by Solium Trustee (UK) Limited, the trustee for the Company's employee Share Incentive Plan, who must vote, at the request of a participant, in respect of ordinary shares held by the trustee on behalf of that participant;

·    564,988 shares are held by Wealth Nominees Limited, and 9,873,087 shares are held by Numis Nominees (Client) Ltd, both on behalf of Ocorian Limited (formerly known as Estera 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 9,873,087 ordinary shares, although it may vote in respect of 564,988 ordinary shares which have vested under the joint share ownership scheme and remain in the trust, at the request of a participant. The total of 10,438,075 ordinary shares held by the EBT Trustee are treated as treasury shares in the group's consolidated balance sheet in accordance with IAS 32 ''Financial Instruments: Presentation''. As such, calculations of earnings per share for Ocado exclude the 10,438,075 ordinary shares held by the EBT Trustee.

The total voting rights figure 826,405,633 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.

Excluding the 10,438,075 ordinary shares held by Wealth Nominees Limited as detailed above, Ocado has shares in issue with aggregate voting rights of 815,967,558.

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

Ocado Group plc LEI: 213800LO8F61YB8MBC74