Director/PDMR Shareholding

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, an Executive Director of Ocado, sold 365,000 shares awarded to him under tranche 1 of the Ocado Joint Share Ownership Scheme on 1 November 2012.

The JSOS scheme, which was put in place prior to the Company's Admission in 2010, involves the Executive Directors investing their own funds to purchase a shared interest in the Company's shares at the market value at that time. The Executive Directors invested from their own resources. The Ocado Employee Benefit Trust Trustee's interest in each Ordinary Share held under the JSOS is the value up to a specified price for the tranche of which that share forms part (the "Hurdle"). The participant's interest in each share was £8.76, which was the excess in value over the Hurdle price of £1.70.

For a detailed description of the JSOS scheme refer to pages 249 to 252 of the Company's Prospectus.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£8.76

365,000

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

£8.76

365,000

£3,197,400.00

e)

Date of the transaction

12 July 2018

f)

Place of the transaction

London Stock Exchange (XLON)

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, an Executive Director of Ocado, sold 100,000 shares awarded to him under tranche 2 of the Ocado Joint Share Ownership Scheme on 1 November 2012.

The JSOS scheme, which was put in place prior to the Company's Admission in 2010, involves the Executive Directors investing their own funds to purchase a shared interest in the Company's shares at the market value at that time. The Executive Directors invested from their own resources. The Ocado Employee Benefit Trust Trustee's interest in each Ordinary Share held under the JSOS is the value up to a specified price for the tranche of which that share forms part (the "Hurdle"). The participant's interest in each share was £8.66, which was the excess in value over the Hurdle price of £1.80.

For a detailed description of the JSOS scheme refer to pages 249 to 252 of the Company's Prospectus.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£8.66

100,000

d)

Aggregated information

- Aggregated volume

- Price

Price

Aggregated volume

Aggregate total

£8.66

100,000

£866,000.00

e)

Date of the transaction

12 July 2018

f)

Place of the transaction

London Stock Exchange (XLON)