Notification made in accordance with DTR 3.1.2

1.         Name of issuer

Ocado Group plc

2.         Names of Directors and Connected Persons

Tim Steiner and Nicolas Steiner
Jason Gissing and Mikiko Gissing
Neill Abrams and Caryn Abrams (acting as bare trustee for Daniella Abrams, Mia Abrams and Joshua Abrams)

3.         Description of Shares

Ordinary shares of 2 pence each ("Ordinary Shares").

4.         Nature of Transaction

As described on page 238 of the prospectus issued by the Company on 6 July 2010:

(A)        On 21 June 2010 Tim Steiner entered into contracts for the transfer of 14,000,000 Ordinary Shares in aggregate held in his name to his father, in consideration of £100 and 97 per cent. of the market value of the Ordinary Shares on completion (which amount may be paid over three years). Completion was due to take place on 30 June 2013 or such other date as the parties may agree. Tim Steiner retains a beneficial interest in the transferring Ordinary Shares until completion.

(B)        On 21 June 2010 Jason Gissing entered into five contracts for the transfer of 1,840,000 Ordinary Shares (9,200,000 Ordinary Shares in aggregate) held in his name to his mother, in consideration, per contract, of £100 and 98 per cent. of the market value of the Ordinary Shares transferred 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. Jason Gissing retains a beneficial interest in the transferring Ordinary Shares until completion.

(C)        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, each of Tim Steiner, Jason Gissing 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.

These agreements were made in London.

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

5.         Names of registered holders

Goldman Sachs Security Nominees Limited

HSBC Global Custody Nominee UK Limited

6.         Percentage of Ordinary Shares affected

Tim Steiner - 2.28%

Jason Gissing - 1.50%

Neill Abrams - 0.049%

7.         Name of authorised official of issuer responsible for making notification

 Neill Abrams, Company Secretary and Director of Legal Affairs.

8.         Date of notification

17 May 2013.