Result of AGM

RESULT OF AGM

OCADO GROUP PLC

7 May 2014

Ocado Group plc

Annual General Meeting 2014 Results

The Annual General Meeting of Ocado Group plc (the "Company") was held at One Bunhill Row, London, EC1Y 8YY on Wednesday, 7 May 2014 at 3.00pm.

All resolutions were decided on a poll and all resolutions proposed at the Annual General Meeting were passed by shareholders. The full text of each resolution is contained in the notice of Annual General Meeting, which is available on the Company's website www.ocadogroup.com (with each resolution number below corresponding to the resolution number in the notice).

The number of votes for and against each of the resolutions put before the Annual 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 4.00pm on 7 May 2014, the Company's issued share capital was 620,239,340 ordinary shares of 2p each admitted to trading. The Company does not hold any ordinary shares in treasury. Each ordinary share carries the right to one vote in relation to all circumstances at general meetings of the Company. Of these issued ordinary shares 452,284 are held by Greenwood Nominees Limited, who has waived its right to exercise voting rights and to receive dividends in respect of these 452,284 ordinary shares. A further 35,227,029 are held by Greenwood Nominees Limited on behalf of Appleby 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 these 35,227,029 ordinary shares, although it may vote in respect of 31,736,563 ordinary shares which have vested under the joint share ownership scheme and remain in the trust as at 7 May 2014, at the request of a participant. Excluding the 35,679,313 ordinary shares held by Greenwood Nominees Limited, Ocado has shares in issue with aggregate voting rights of 584,560,027.

This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. In accordance with Listing Rule 9.6.2, a copy of resolutions 17 to 23 (as set out in the notice of Annual General Meeting), being the resolutions passed at the Annual General Meeting not concerning ordinary business, has been submitted today to the Financial Conduct Authority's national storage mechanism. This document will be available for viewing at http://www.morningstar.co.uk/uk/NSM.

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

For further information please contact:

Company Secretary

Ocado Group plc

Titan Court

3 Bishops Square

Hatfield Business Park

Hatfield, Hertfordshire, AL10 9NE

+ 44 1707 228 000

company.secretary@ocado.com