Director/PDMR Shareholding

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Timothy 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

Timothy Steiner participated in the Ocado Share Incentive Plan ("SIP"). The SIP is a HMRC approved tax-advantaged all-employee share scheme that was approved by shareholders at the Company's Annual General Meeting on 11 May 2011. Under it, employees and directors may be awarded ordinary shares in the Company up to the value of £3,600 in any one tax year ("Free Shares").

Tim Steiner was granted 400 Free Shares at the same time and on the basis of the same criteria as applied to all employees.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£8.994

400

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

N/A

N/A

N/A

e)

Date of the transaction

20 September 2018

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Duncan Tatton-Brown

2

Reason for the notification

a)

Position/status

Chief Financial 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

Duncan Tatton-Brown participated in the Ocado Share Incentive Plan ("SIP"). The SIP is a HMRC approved tax-advantaged all-employee share scheme that was approved by shareholders at the Company's Annual General Meeting on 11 May 2011. Under it, employees and directors may be awarded ordinary shares in the Company up to the value of £3,600 in any one tax year ("Free Shares").

Duncan Tatton-Brown was granted 400 Free Shares at the same time and on the basis of the same criteria as applied to all employees.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£8.994

400

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

N/A

N/A

N/A

e)

Date of the transaction

20 September 2018

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Mark Richardson

2

Reason for the notification

a)

Position/status

Chief Operations 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

Mark Richardson participated in the Ocado Share Incentive Plan ("SIP"). The SIP is a HMRC approved tax-advantaged all-employee share scheme that was approved by shareholders at the Company's Annual General Meeting on 11 May 2011. Under it, employees and directors may be awarded ordinary shares in the Company up to the value of £3,600 in any one tax year ("Free Shares").

Mark Richardson was granted 400 Free Shares at the same time and on the basis of the same criteria as applied to all employees.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£8.994

400

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

N/A

N/A

N/A

e)

Date of the transaction

20 September 2018

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Neill Abrams

2

Reason for the notification

a)

Position/status

Group General Counsel and Company Secretary

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

Neill Abrams participated in the Ocado Share Incentive Plan ("SIP"). The SIP is a HMRC approved tax-advantaged all-employee share scheme that was approved by shareholders at the Company's Annual General Meeting on 11 May 2011. Under it, employees and directors may be awarded ordinary shares in the Company up to the value of £3,600 in any one tax year ("Free Shares").

Neill Abrams was granted 352 Free Shares at the same time and on the basis of the same criteria as applied to all employees.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£8.994

352

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

N/A

N/A

N/A

e)

Date of the transaction

20 September 2018

f)

Place of the transaction

Outside of a trading venue

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Luke Jensen

2

Reason for the notification

a)

Position/status

CEO, Ocado Solutions

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

Luke Jensen participated in the Ocado Share Incentive Plan ("SIP"). The SIP is a HMRC approved tax-advantaged all-employee share scheme that was approved by shareholders at the Company's Annual General Meeting on 11 May 2011. Under it, employees and directors may be awarded ordinary shares in the Company up to the value of £3,600 in any one tax year ("Free Shares").

Luke Jensen was granted 400 Free Shares at the same time and on the basis of the same criteria as applied to all employees.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£8.994

400

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

N/A

N/A

N/A

e)

Date of the transaction

20 September 2018

f)

Place of the transaction

Outside of a trading venue