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

X

An event changing the breakdown of voting rights

Other (please specify):

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

JPMorgan Chase & Co.

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

J.P. Morgan Securities Plc

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

06 May 2016

6. Date on which issuer notified:

09 May 2016

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

6% Upwards

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

560,751

560,751

1,104,418

0.18

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 to Recall

19,624,803

3.12%

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

Cash-settled Equity Swap

17,125,892

Nominal

Delta

2.73%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

37,855,113

6.03%

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

Total disclosable holding for JPMorgan Chase & Co. : 37,855,113 (6.03%)

Direct: J.P. Morgan Securities Plc: 1,104,418 (0.18%) Share; 19,624,803 (3.12 %) Qualifying Financial Instruments; 17,125,892 (2.73%) Financial Instruments with similar economic effect to Qualifying Financial Instruments

Chain of control:

JPMorgan Chase & Co.

JPMorgan Chase Bank, National Association (100%)

J.P. Morgan International Inc. (100%)

Bank One International Holdings Corporation (100%)

J.P. Morgan International Finance Limited (100%)

J.P. Morgan Capital Holdings Limited (100%)

J.P. Morgan Chase (UK) Holdings Limited (99.99%)

J.P. Morgan Chase International Holdings (100%)

J.P. Morgan Securities plc (99.41%)

Proxy Voting:

10. Name of the proxy holder:

N/A

11. Number of voting rights proxy holder will ceaseto hold:

N/A

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

N/A

13. Additional information:

Table 8A) Includes stock borrows of 35,287,361 (5.62%)

14. Contact name:

Evangelos Galiatsatos

15. Contact telephone number:

0207 742 6148