Ocado Regulatory News (OCDO)

NOTIFICATION OF MAJOR HOLDINGSi

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii:

Ocado Group plc

1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate)

Non-UK issuer

2. Reason for the notification (please mark the appropriate box or boxes with an "X")

An acquisition or disposal of voting rights

X

An acquisition or disposal of financial instruments

An event changing the breakdown of voting rights

Other (please specify)iii:

3. Details of person subject to the notification obligationiv

Name

The Capital Group Companies, Inc. ("CGC")

City and country of registered office (if applicable)

Los Angeles, CA 90071, USA

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

Name

City and country of registered office (if applicable)

5. Date on which the threshold was crossed or reachedvi:

08/03/2018

(see also box 11 Additional information)

6. Date on which issuer notified (DD/MM/YYYY):

25/04/2018

7. Total positions of person(s) subject to the notification obligation

% of voting rights attached to shares (total of 8. A)

% of voting rights through financial instruments(total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights of issuervii

Resulting situation on the date on which threshold was crossed or reached

14.365%

0%

14.365%

663,027,860

Position of previous notification (if

applicable)

10.304%

(see also box 11 Additional information)

0%

10.304%

(see also box 11 Additional information)

8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii

A: Voting rights attached to shares

Class/type ofshares

ISIN code (if possible)

Number of voting rightsix

% of voting rights

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Direct

(Art 9 of Directive 2004/109/EC) (DTR5.1)

Indirect

(Art 10 of Directive 2004/109/EC) (DTR5.2.1)

Ordinary Shares

(GB00B3MBS747)

95,241,561

14.365%

SUBTOTAL 8. A

95,241,561

14.365%

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument

Expirationdatex

Exercise/Conversion Periodxi

Number of voting rights that may be acquired if the instrument is

exercised/converted.

% of voting rights

SUBTOTAL 8. B 1

B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b))

Type of financial instrument

Expirationdatex

Exercise/Conversion Period xi

Physical or cash

settlementxii

Number of voting rights

% of voting rights

SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the

applicable box with an "X")

Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii

Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary)

X

Namexv

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

The Capital Group Companies, Inc.

Holdings by CG Management companies are set out below:

14.365%

0%

14.365%

• Capital Guardian Trust Company1

• Capital International, Inc.1

• Capital International Limited1

• Capital International Sàrl1

• Capital Research and Management Company2

9.351%

0%

9.351%

Capital World Growth and Income Fund3

6.317%

0%

6.317%

1Indirect subsidiaries of Capital Research and Management Company.

2Subsidiary of The Capital Group Companies, Inc.

3Mutual fund managed by Capital Research and Management Company.

10. In case of proxy voting, please identify:

Name of the proxy holder

The number and % of voting rights held

The date until which the voting rights will be held

11. Additional informationxvi

Please note that since 10/02/2016 the following thresholds have been crossed by CGC, all relating to indirect holdings of voting rights attaching to shares:

- On 10/02/2016 CGC crossed above a threshold of 10% with a resulting holding of 64,447,980 shares representing 10.304% of total voting rights. A TR-1 notification was submitted on behalf of CGC on 11/02/2016.

- On 08/11/2016 CGC crossed above a threshold of 11% with a resulting holding of 69,244,300 shares representing 11.006% of total voting rights. No TR-1 notification was submitted on behalf of CGC at that time.

- On 20/01/2017 CGC crossed above a threshold of 12% with a resulting holding of 75,760,542 shares representing 12.040% of total voting rights. No TR-1 notification was submitted on behalf of CGC at that time.

- On 09/02/2018 CGC crossed above a threshold of 13% with a resulting holding of 86,270,361 shares representing 13.014% of total voting rights. No TR-1 notification was submitted on behalf of CGC at that time.

- On 08/03/2018 CGC crossed above a threshold of 14% with a resulting holding of 95,241,561 shares representing 14.365% of total voting rights. The present TR-1 notification is being submit-ted on behalf of CGC in relation to this crossing.

CGC is the parent company of Capital Research and Management Company ("CRMC"). CRMC is a U.S.-based investment management company that manages the American Funds family of mutual funds. CRMC manages equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC in turn is the parent company of Capital Group International, Inc. ("CGII"), which in turn is the parent company of five investment management companies ("CGII management companies"): Capital Guardian Trust Company, Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K. The CGII management companies primarily serve as investment managers to institutional clients.

Neither CGC nor any of its affiliates own shares of Ocado Group plc for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

Place of completion

Los Angeles, CA, USA

Date of completion

25/04/2018