Ocado Regulatory News (OCDO)

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Tim Steiner

2

Reason for the notification

a)

Position/status

Chief Executive Officer

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ocado Group plc

b)

LEI

213800LO8F61YB8MBC74

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 2 pence each in Ocado Group plc

ISIN GB00B3MBS747

b)

Nature of the transaction

As described on page 238 of the prospectus issued by the Company on 6 July 2010, on 21 June 2010 Tim Steiner entered into seven contracts for the transfer of 14,000,000 Shares in aggregate held in his name to his father, Nicolas Steiner, in consideration of £100 and 97 per cent. of the market value of the Shares on completion (which amount may be paid over three years). As previously reported, on both 17 May 2013 and 13 May 2016, the parties agreed to delay the date of completion and as a result, the completion was due on 30 June 2019 or such other date as the parties may agree.

By agreement dated 2 June 2019, Tim Steiner and Nicolas Steiner have agreed to extend the completion date as follows:

The first sale agreement is extended to 30 June 2020.

The second sale agreement is extended to 30 June 2021.

Each of the remaining five sale agreements is extended to 30 June 2022.

All other terms of the Forward Sale Agreements remain unaltered.

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

Tim Steiner retains a beneficial interest in the transferring Shares until completion.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£0.00

14,000,000

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

£0.00

14,000,000

£0.00

e)

Date of the transaction

2 June 2019

f)

Place of the transaction

Outside of a regulated market