Total Voting Rights and Admission

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

For immediate release                                          

Total Voting Rights

26 July 2010

Ocado Group plc - voting rights and capital

In accordance with the FSA's Disclosure and Transparency Rules, Ocado Group plc  ("Ocado") announces that, at 8am on 26 July 2010:

·      it had 553,184,614 issued ordinary shares of 2p 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 553,184,614.  Of these issued ordinary shares, 32,476,700 are held by 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 32,476,700 ordinary shares.  These 32,476,700 ordinary shares are therefore 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 32,476,700 ordinary shares held by the EBT Trustee.

The total voting rights figure (553,184,614) 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 FSA's Disclosure and Transparency Rules.

As mentioned above, the EBT Trustee has waived its right to exercise its voting rights in respect of the 32,476,700 ordinary shares it holds, and these issued ordinary shares are treated as treasury shares in the group's consolidated balance sheet.  Excluding the 32,476,700 ordinary shares held by the EBT Trustee, Ocado has shares in issue with aggregate voting rights of 520,707,914.

Enquiries:

Company Secretary
Ocado Group plc
Titan Court
3 Bishops Square
Hatfield Business Park
Hatfield
Hertfordshire AL10 9NE
+44 (0)1707 228 000
email: company.secretary@ocado.com

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This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or other excluded territories.  This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or other excluded territories.  The securities of Ocado have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exceptions, may not be offered or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan.