Publication of Circular

Publication of CircularOcado Group plc26 April 2019

Ocado Group plc (the "Company")

Publication of Circular and Notice of General Meeting

Ocado Group plc announces that it will be posting a circular (the "Circular") to its shareholders today seeking approval for the proposed arrangements with Marks and Spencer Group plc (the "M&S Arrangements"), details of which were previously announced on 27 February 2019.

The Circular contains further details of the M&S Arrangements, including the key expected benefits, risk factors, terms and financial effects of the proposed M&S Arrangements.

The M&S Arrangements are subject to the approval of the Company's shareholders and, accordingly, the Circular contains a notice convening a General Meeting of the Company's shareholders to be held at Buildings One & Two Trident Place, Mosquito Way, Hatfield, Hertfordshire, United Kingdom, AL10 9UL at 10:00 a.m. on 20 May 2019.

This announcement is made pursuant to the requirements of Listing Rule 9.6.3R. In accordance with Listing Rule 9.6.1R, copies of the Circular have been submitted to the Financial Conduct Authority and will shortly be available for viewing at www.morningstar.co.uk/uk/NSM. Printed copies of the Circular will be posted today to shareholders who have elected to receive them.

The Circular will also be available on the Company's website: www.ocadogroup.com.

Expected timetable of principal events

Enquiries

For further information please contact:

Persons responsible for arranging the release of this announcement:

Neill AbramsCompany Secretary and Group General CounselOcado Group plcBuildings One & Two Trident PlaceMosquito WayHatfieldHertfordshireAL10 9ULFax: +44 (0)1707 227 997Email: company.secretary@ocado.com

Ocado Group plc LEI: 213800LO8F61YB8MBC74