Group General Counsel and Company Secretary

Ocado Group plc

Buildings One & Two Trident Place

Mosquito Way

Hatfield

Hertfordshire

AL10 9UL

Tel: +44 (0)1707 228 000

Email: company.secretary@ocado.com

Cautionary statement

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the financial condition, performance, strategic initiatives, objectives, results of operations and business of the Ocado group. All statements other than statements of historical facts included in this announcement are, or may be deemed to be, forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "anticipates", "estimates", "projects", "will", "may", "would", "could" or "should", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; and (ii) business and management strategies and the expansion and growth of the Ocado group's operations. Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results, performance or achievements to differ materially from those projected or implied in any forward-looking statements. The important factors that could cause the Ocado group's actual results, performance or achievements to differ materially from those in the forward looking statements include, among others, economic and business cycles, the terms and conditions of the Ocado group's financing arrangements, foreign currency rate fluctuations, competition in the Ocado group's principal markets, acquisitions or disposals of businesses or assets and trends in the Ocado group's principal industries. Due to such uncertainties and risks, you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Ocado group and its directors, and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation.

This announcement is not an offer to sell, or a solicitation of an offer to purchase, any securities. The securities referenced above will be issued in private transactions pursuant to an exemption from the registration requirements of the US Securities Act of 1933 and may only be offered or sold pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

[1] Represents 100% of total labour cost associated with picking, packing and decanting processes at a typical six module CFC, with GBP420 million of revenue at maturity based on Ocado Retail basket size.

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