Ocado Regulatory News (OCDO)

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi

1. Identity of the issuer or the underlying issuerof existing shares to which voting rights areattached: ii

OCADO Group PLC

2 Reason for the notification (please tick the appropriate box or boxes):

An acquisition or disposal of voting rights

X

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments

An event changing the breakdown of voting rights

Other (please specify):

3. Full name of person(s) subject to thenotification obligation: iii

Morgan Stanley (Institutional Securities Group and Global Wealth Management)

4. Full name of shareholder(s)  (if different from 3.):iv

5. Date of the transaction and date onwhich the threshold is crossed orreached: v

18.10.2016

6. Date on which issuer notified:

20.10.2016

7. Threshold(s) that is/are crossed orreached: vi, vii

5%*

8. Notified details:

A: Voting rights attached to shares viii, ix

Class/type ofshares

if possible usingthe ISIN CODE

Situation previousto the triggeringtransaction

Resulting situation after the triggering transaction

NumberofShares

NumberofVotingRights

Numberof shares

Number of votingrights

% of voting rights x

Direct

Direct xi

Indirect xii

Direct

Indirect

GB00B3MBS747

1,251,702

1,251,702

1,976,717

1,976,717

0.31%

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financialinstrument

Expirationdate xiii

Exercise/Conversion Period xiv

Number of votingrights that may beacquired if theinstrument isexercised/ converted.

% of votingrights

Right of recall over securities lending agreements

N/A

N/A

17,356,668

2.76%

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi

Resulting situation after the triggering transaction

Type of financialinstrument

Exercise price

Expiration date xvii

Exercise/Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix, xx

Nominal

Delta

Equity Swap

N/A

30.03.2017

N/A

600,000

N/A

0.10%

Equity Swap

N/A

11.09.2017

N/A

8,690,000

N/A

1.38%

Equity Swap

N/A

04.01.2018

N/A

889,065

N/A

0.14%

Equity Swap

N/A

08.01.2018

N/A

1,117,842

N/A

0.18%

Equity Swap

N/A

22.01.2018

N/A

1,216,881

N/A

0.19%

Equity Swap

N/A

12.02.2018

N/A

4,012,596

N/A

0.64%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

35,859,769

5.70%

9. Chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held, if applicable: xxi

Morgan Stanley & Co. LLC, c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA. is a direct holder of 19,325,214 voting rights (3.07%) and is a subsidiary of Morgan Stanley Domestic Holdings, Inc.

Morgan Stanley Domestic Holdings, Inc., c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA. is an indirect holder of 35,859,769 voting rights (5.70%) and is a subsidiary of Morgan Stanley Capital Management, LLC

Morgan Stanley Capital Management, LLC, c/o The Corporation Trust Company (DE), Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, 19801, USA. is an indirect holder of 35,859,769 voting rights (5.70%) and is a subsidiary of Morgan Stanley

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will cease to hold:

N/A

12. Date on which proxy holder will cease to hold voting rights:

N/A

13. Additional information:

Of the total voting rights attached to shares in Section 8A, 1,968,546 (0.31%) of these are the result of a stock borrowing agreement

Morgan Stanley's total holding in OCADO Group PLC remains above the 5% threshold previously disclosed however, this notification is being made on the basis that Morgan Stanley & Co. LLC, a wholly owned subsidiary of Morgan Stanley, has crossed a relevant component level threshold in its own right.

14. Contact name:

Craig Horsley

15. Contact telephone number:

+44 141 245-7736