Ocado Regulatory News (OCDO)

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

x

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 the notification obligation: iii

Deutsche Bank AG

4. Full name of shareholder(s)

(if different from 3.):iv

Deutsche Bank AG, London Branch

5. Date of the transaction and date on which the threshold is crossed or reached: v

18/04/2016

6. Date on which issuer notified:

20/04/2016

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

Below 6%

8. Notified details:

A: Voting rights attached to shares viii,  ix

Class/type of shares

if possible using the ISIN CODE

Situation previous to the triggering transaction

Resulting situation after the triggering transaction

Number of Shares

Number of Voting Rights

Number of shares

Number of voting rights

% of voting rights x

Direct

Direct xi

Indirect

xii

Direct

Indirect

GB00B3MBS747

20,482,375

20,482,375

16,485,040

16,485,040

0

2.62%

0

B: Qualifying Financial Instruments

Resulting situation after the triggering transaction

Type of financial instrument

Expiration date xiii

Exercise/ Conversion Period xiv

Number of voting rights that may be

% of voting rights

acquired if the

instrument is

exercised/ converted.

Right To Recall

3,936,955

0.63%

C: Financial Instruments with similar economic effect to Qualifying Financial  Instruments

xv, xvi

Resulting situation after the triggering transaction

Type of financial instrument

Exercise price

Expiration date xvii

Exercise/ Conversion period xviii

Number of voting rights instrument refers to

% of voting rights xix,

xx

Swaps

19-Jun-17

16,394,991

Nominal

Delta

2.61%

2.61%

Total (A+B+C)

Number of voting rights

Percentage of voting rights

36,816,986

5.86%

Proxy Voting:

10. Name of the proxy holder:

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

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

13. Additional information:

14. Contact name:

Stacy Otieno

15. Contact telephone number:

02075476268