Ocado Regulatory News (OCDO)

DIRECTOR/PDMR SHAREHOLDINGOCADO GROUP PLC14 May 2015

Ocado Group plc

Director/PDMR Shareholding Notification

Further to the announcement made by Ocado Group plc ("the Company") on 28 November 2014, the Company announces that it received notification on 13 May 2015 from two Directors, pursuant to the FCA's Disclosure Rules and Transparency Rules 3.1.2R, of the following changes in Director/PDMR shareholdings in the Company as a result of exercises of share options under the Ocado 2001 Executive Share Option Scheme. The share options were due to expire on 16 May 2015.

 The Company was also notified on 13 May 2015 that both Directors subsequently sold sufficient shares to cover the cost of the exercise and the tax due. Tim Steiner sold 125,722 ordinary shares (representing 0.02% of the Company's total issued share capital), and Neill Abrams sold 31,431 ordinary shares (representing 0.005% of the Company's total issued share capital), both at a price of £3.8735 per ordinary share.

This resulted in Tim Steiner holding 74,278 additional ordinary shares in the Company, and Neill Abrams holding 18,569 additional ordinary shares in the Company.

As a result of these transactions, the direct and indirect interests of Tim Steiner and Neill Abrams in the Company's ordinary shares are:

Following these transactions, neither Director holds options under the Ocado 2001 Executive Share Option Scheme.

Notes:

(1) These shareholdings exclude any interests under the Company's Joint Share Ownership Scheme, Long-Term Incentive Plan, Sharesave and Growth Incentive Plan).

(2) The Company has issued ordinary shares of 2p each.

(3) The above transactions took place in the UK on 13 May 2015.

Enquiries:

Company SecretaryOcado Group plcTitan Court3 Bishops SquareHatfield Business ParkHatfield, Hertfordshire AL10 9NEFax: +44 (0)1707 227 997email: company.secretary@ocado.com