Director/PDMR Shareholding

DIRECTOR/PDMR SHAREHOLDING
OCADO GROUP PLC

14 April 2016

Director/PDMR and Connected Persons Notification

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

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 two of its Directors and their connected persons.

Duncan Tatton-Brown

The Company received notification on 13 April 2016, pursuant to Disclosure and Transparency Rule 3.1.2R, that Duncan Tatton-Brown, an Executive Director of Ocado, had sold 4,392 Shares at a price of 347.088 pence per Share and subsequently on the same day, purchased 4,358 Shares at a price of 347.622 pence per Share for the purpose of investing the Shares in an ISA. Duncan Tatton-Brown has beneficial ownership of these 4,358 Shares.

On the same day, Duncan Tatton-Brown's spouse, Kate Tatton-Brown, sold 4,381 Shares at a price of 347.912 pence per Share and subsequently on the same day, purchased 4,355 Shares at a price of 347.8795 pence per Share for the purpose of investing the Shares in an ISA. Kate Tatton-Brown has beneficial ownership of these 4,355 Shares.

As a result of these transactions, Duncan Tatton-Brown and connected persons hold direct and indirect interests in 524,412 Shares, representing 0.08% of Ocado's issued share capital and a decrease of 60 shares (being an immaterial decrease in the percentage holding of 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 13 April 2016.

Mark Richardson

The Company received notification on 13 and 14 April 2016, pursuant to Disclosure and Transparency Rule 3.1.2R, that Mark Richardson, an Executive Director of Ocado, had sold 4,377 Shares at a price of 348.2146 pence per Share and subsequently on the same day, purchased 4,344 Shares at a price of 348.7164 pence per Share for the purpose of investing the Shares in an ISA. Mark Richardson has beneficial ownership of these 4,344 Shares.

On the same day, Mark Richardson transferred 5,000 Shares to his spouse, Rebecca Richardson, for nil value. Following the transfer, Rebecca Richardson sold a total of 4,407 Shares at a price of 345.844 pence per Share and subsequently on the same day, purchased 4,377 Shares at a price of 346.100 pence per Share for the purpose of investing the Shares in an ISA. Rebecca Richardson has beneficial ownership of these 4,377 Shares.

As a result of these transactions, Mark Richardson and connected persons hold direct and indirect interests in 251,944 Shares, representing 0.04% of Ocado's issued share capital and a decrease of 63 shares (being an immaterial decrease in the percentage holding of Ocado's issued share capital).

For the purposes of DTR 3.1.3 Mark Richardson's sale and repurchase transactions and share transfer took place in the UK on 13 April 2016, while Rebecca Richardson's sale and repurchase transactions took place in the UK on 14 April 2016.

Enquiries:

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