Ocado Regulatory News (OCDO)

DIRECTOR/PDMR SHAREHOLDINGOCADO GROUP PLC11 May 2015

Ocado Group plc

Director/PDMR Shareholding Notification

Ocado Group plc ("the Company") announces that it received notification from Neill Abrams, a Director, pursuant to the FCA's Disclosure Rules and Transparency Rules 3.1.2R, on 8 May 2015 of the following changes in Director/PDMR shareholdings in the Company as a result of an exercise of share options under the Ocado 2001 Executive Share Option Scheme. The share options were due to expire on 15 May 2015.

The Company was also notified on 8 May 2015 that Neill Abrams subsequently sold sufficient shares to cover the cost of the exercise and the tax due, namely 31,616 ordinary shares at a price of £3.785 per ordinary share (representing 0.005% of the Company's total issued share capital).

This resulted in Neill Abrams holding 18,384 additional ordinary shares in the Company.

Following this transaction, Neill Abrams is directly or indirectly interested in 1,893,467 ordinary shares representing 0.304% of the Company's issued share capital.

As at 11 May 2015, Neill Abrams holds 50,000 options over ordinary shares under the Ocado 2001 Executive Share Option Scheme.

Notes:

(1) These shareholdings exclude any shareholdings 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 8 May 2015.

Enquiries:

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