Admission Announcement

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA

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.

For immediate release                                          

26 July 2010

Ocado Group plc

Admission to trading on the London Stock Exchange

Further to its announcement on 21 July 2010, Ocado Group plc ("Ocado") announces that its ordinary share capital of 553,184,614 ordinary shares has today been admitted to the premium listing segment of the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities under the ticker "OCDO".  

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.  Excluding the 32,476,700 ordinary shares held by the EBT Trustee, Ocado has 520,707,914 ordinary shares in issue.

Further information about Ocado is available on its website at www.ocado.com.

Enquiries:
For further information contact:

Ocado Group plc

Company Secretary
+44 (0)1707 228 000

email: company.secretary@ocado.com

Brunswick Group 

David Yelland

Tom Buchanan

Alison Poole

+44 (0)20 7404 5959

email: ocado@brunswickgroup.com

*                              *                              *

This announcement does not constitute a recommendation concerning the Offers. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. Information in this announcement or any of the documents relating to the Offers cannot be relied upon as a guide to future performance.

Goldman Sachs International, J. P. Morgan Cazenove, Barclays Bank PLC, HSBC Bank plc, Jefferies International Limited, Lloyds TSB Bank plc and Numis Securities Limited are authorised and regulated in the United Kingdom by the Financial Services Authority and, together with UBS Limited (the "Banks"), are acting exclusively for Ocado and no-one else in connection with the Offers. They will not regard any other person as their respective client in relation to the Offers and will not be responsible to anyone other than Ocado for providing the protections afforded to their respective clients, nor for providing advice in relation to the Offers, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

In connection with the Offers, any of the Banks or any of their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of Ocado or related investments in connection with the Offers or otherwise. Accordingly, references in the Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Banks, or any of their respective affiliates acting as investors for their own accounts.  None of the Banks intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Banks or any of their respective affiliates or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of, the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to Ocado, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Certain of the Banks have interests in Ocado and the Offers described in more detail in the pricing statement published by the Company on 21 July 2010.

Capitalised terms not defined in this announcement have the meanings given to them in the prospectus published by Ocado on 6 July 2010.