Ocado : Notice of Meeting 2022

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in Ocado Group plc, please hand this document and the accompanying form of proxy or form of instruction to the purchaser or transferee, or to the stockbroker or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

(incorporated and registered in England and Wales

under the Companies Act 2006, registered number 07098618)

NOTICE OF ANNUAL GENERAL MEETING 2023

OF OCADO GROUP PLC

2.30 pm on 2 May 2023 at Numis Securities Limited, 45 Gresham Street, London, EC2V 7BF

Dear Shareholder,

I am pleased to invite you to this year's Annual General Meeting ("AGM") to be held at the offices of Numis Securities Limited, 45 Gresham Street, London, EC2V 7BF, at 2.30 pm on 2 May 2023. The formal notice convening the AGM can be found on pages 3 to 5 of this document.

Shareholder engagement

The AGM will be held in person. The AGM gives the Board the opportunity to present the Company's performance and strategy to shareholders and to listen and respond to your questions. Your participation is important to us. If you would like to ask the Board a question about the business of the meeting in advance, please send it to the Company Secretary at [e-mail]. We will endeavour to respond to all such questions asked by email. Answers to common questions submitted in advance by email and a transcript of all questions asked and answers given during the course of the meeting will be published on the Company's website, www.ocadogroup.com, following the conclusion of the meeting.

Voting

Your vote is important to us. Your vote counts and all shareholders are encouraged to vote either in advance or on the day. You can:

• submit your proxy vote electronically at www.ocadoshares.com, or by using the services offered by Euroclear UK & International Limited for members of CREST; or
• complete and return a form of proxy or form of instruction.

Those submitting a form of proxy are strongly encouraged to appoint the Chair of the meeting rather than a named person as their proxy. This will ensure that your vote will be counted.

To be valid, your form of proxy or form of instruction should be completed, signed and returned in accordance

with the instructions printed thereon, as soon as possible and, in any event, so as to reach the Company's Registrar, Link Group:

• by no later than 2.30 pm on 26 April 2023 in the case of members of the Ocado Share Account returning a form of instruction; and
• by no later than 2.30 pm on 27 April 2023 in the case of all other shareholders returning a form of proxy.

The form of proxy and form of instruction may be submitted electronically at www.ocadoshares.com or can be delivered by post or by hand to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL.

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Further instructions relating to how you are able to vote are set out in the notes to this Notice.

If you hold shares through the Ocado Share Account, you can instruct Link Market Services Trustees (Nominees) Limited how you want the votes in respect of your shares to be exercised at the AGM, either:

• electronically via www.ocadoshares.com; or
• by filling out a form of instruction and returning it by post or (during normal business hours only) by hand to Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,

in either case by no later than 2.30 pm on 26 April 2023 (or, in the event of any adjournment, on the date which is 72 hours before the time of the adjourned AGM).

After 2.30 pm on 26 April 2023 (or, in the event of any adjournment, on the date which is 72 hours before the time of the adjourned AGM) you will no longer be able to:

• instruct Link Market Services Trustees (Nominees) Limited how you want the votes in respect of your shares to be voted; or
• change your instructions as to how you want the votes in respect of your shares to be voted.

If you hold shares through an employee share plan on the Shareworks platform, you should refer to their AGM notification for details of how to vote.

All Resolutions will be decided on a poll to be called by the Chair of the meeting rather than a show of hands. This is a more transparent method of voting as member votes are counted according to the number of shares held and ensures that shareholders who have appointed the Chair of the meeting as their proxy have their votes fully taken into account. The results will be published on the Company's website, www.ocadogroup.com, and will be released to the London Stock Exchange as soon as practicable following the closing of the AGM.

The Board

The Articles of Association of the Company require each Director to retire from office at every annual general meeting of the Company and each Director has agreed to submit themselves for appointment or re-appointment by shareholders.

Since the last annual general meeting, we welcomed Julia M. Brown to the Board with effect from 1 January 2023.

Biographical details of each of the Directors (as at the date of the Company's Annual Report and Accounts for the 52 weeks ended 27 November 2022 (the "2022 Annual Report and Accounts")) are given on pages 106 to 109 of the 2022 Annual Report and Accounts.

Having considered the performance of and contribution made by each of the Directors at the relevant time, the Board and I remain satisfied that the performance of each Director continues to be effective and that each Director can demonstrate commitment to the role and as such we recommend the appointment or re-appointment of each Director standing for appointment or re-appointment. More information on the Board and the director evaluation process is given on pages 122 to 126 of the 2022 Annual Report and Accounts.

Explanatory notes

Explanatory notes on the business to be considered at the AGM appear on pages 6 to 8 of this document.

Directors' recommendation

The Directors consider that each Resolution to be proposed at the AGM is in the best interests of the Company and its shareholders as a whole and unanimously recommend shareholders to vote in favour of all Resolutions, as they intend to do in respect of their own shareholdings.

Yours faithfully,

Rick Haythornthwaite

Chair

Ocado Group plc

28 February 2023

NOTICE OF MEETING

Notice is hereby given that the 2023 AGM of Ocado Group plc (the "Company") will be held at the offices of Numis Securities Limited, 45 Gresham Street, London, EC2V 7BF, at 2.30 pm on 2 May 2023. You will be asked to consider and, if thought fit, to pass the Resolutions below. Resolutions 22 to 25 (inclusive) will be proposed as special resolutions. All other Resolutions will be proposed as ordinary resolutions.

ORDINARY RESOLUTIONS

To consider and, if thought fit, to pass the following as ordinary resolutions:

Annual Report and Accounts

1. To receive the Company's 2022 Annual Report and Accounts (which includes the reports of the directors and auditor).

Remuneration Report

2. To approve the Directors' Remuneration Report in the form set out on pages 144 to 170 in the Company's 2022 Annual Report and Accounts.

Directors

1. To re-appoint Rick Haythornthwaite as a director of the Company.
2. To re-appoint Tim Steiner as a director of the Company.
3. To re-appoint Stephen Daintith as a director of the Company.
4. To re-appoint Neill Abrams as a director of the Company.
5. To re-appoint Mark Richardson as a director of the Company.
6. To re-appoint Luke Jensen as a director of the Company.
7. To re-appoint Jörn Rausing as a director of the Company.
8. To re-appoint Andrew Harrison as a director of the Company.
9. To re-appoint Emma Lloyd as a director of the Company.
10. To re-appoint Julie Southern as a director of the Company.
11. To re-appoint John Martin as a director of the Company.
12. To re-appoint Michael Sherman as a director of the Company.
13. To re-appoint Nadia Shouraboura as a director of the Company.
14. To appoint Julia M. Brown as a director of the Company.

External auditor

1. To re-appoint Deloitte LLP as auditor of the Company.
2. To authorise the directors to determine the remuneration of the auditor.

Political donations

19. That, in accordance with sections 366 and 367 of the Companies Act 2006 (the "Companies Act"), the Company and all companies that are its subsidiaries at any time during the period for which this Resolution is effective are authorised, in aggregate, to:

1. make political donations to political parties and/or independent election candidates not exceeding £50,000 in total;
2. make political donations to political organisations other than political parties not exceeding £50,000 in total; and
3. incur political expenditure not exceeding £50,000 in total,

(as such terms are defined in sections 363 to 365

of the Companies Act) during the period commencing on the date of the passing of this Resolution and finishing at the end of next year's annual general meeting (or if earlier, the close of business on

2 August 2024).

Authority to allot shares (up to a maximum of one-third of the Company's issued share capital)

20. The Board be generally and unconditionally authorised in accordance with section 551 of the Companies Act to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company up to a nominal amount of £5,506,862 (such amount to be reduced by any allotments or grants made under Resolution 21,

if passed, in excess of such sum) and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal regulatory or practical problems in, or under the laws of, any territory or any other matter. Such authority shall apply until the end of next year's annual general meeting (or, if earlier, until the close of business on

2 August 2024) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

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Authority to allot shares in connection with a pre-emptive offer only

21. The Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company comprising equity securities

(as defined in section 560(1) of the Companies Act) up to a nominal amount of £11,013,725 (such amount to be reduced by any allotments or grants made under Resolution 20, if passed) in connection with a pre-emptive offer to:

1. ordinary shareholders in proportion
   (as nearly as may be practicable) to their existing holdings; and
2. holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter. Such authority shall apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 2 August 2024) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

SPECIAL RESOLUTIONS

To consider and, if thought fit, to pass the following as special resolutions:

General authority to disapply pre-emption rights

22. That, if Resolution 20 and/or Resolution 21 is/are passed, the Board be given power to allot equity securities (as defined in the Companies Act) for cash under the authority given by Resolution 20 and/or Resolution 21 (as applicable) and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such power to be limited:

1. to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under Resolution 21, if Resolution 21 is passed, by way of a pre-emptive offer only):
2. 1. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
   2. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary, and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter;

1. in the case of the authority granted under Resolution 20, if Resolution 20 is passed, and/or in the case of any sale of treasury shares, to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (A) above) up to the nominal amount of £1,652,058; and
2. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph
   (A) or (B) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (B) above, such power to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 2 August 2024) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had

not ended.

Additional authority to disapply pre-emption rights

23. That, if Resolution 20 is passed, the Board be given the power, in addition to any power granted under Resolution 22, to allot equity securities (as defined in the Companies Act) for cash under the authority granted under Resolution 20 and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the Companies Act did not apply to any such allotment or sale, such power to be:

1. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £1,652,058, such power to be used only for the purposes of financing a transaction which the Board of the Company determines to be either an acquisition or a specified capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice or for the purpose of refinancing such a transaction within twelve months of its taking place; and
2. limited to the allotment of equity securities or sale of treasury shares (other than under paragraph
   (A) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale
   of treasury shares from time to time under paragraph (A) above, such power to be used only for the purposes of making a follow-on offer which the Board determines to be of a kind contemplated by paragraph 3 of Section 2B
   of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such power to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 2 August 2024) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

Authority to purchase own shares

24. The Company be authorised for the purposes of section 701 of the Companies Act to make market purchases (as defined in section 693(4) of the

Companies Act) of its ordinary shares of 2 pence each, such authority to be limited:

1. to a maximum number of 82,602,939 ordinary shares;
2. by the condition that the minimum price which may be paid for an ordinary share is 2 pence and the maximum price which may be paid for an ordinary share is the highest of:
3. 1. an amount equal to 5% above the average market value of an ordinary share for the five business days immediately preceding the day on which that ordinary share is contracted to be purchased; and
   2. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out at the relevant time,

in each case, exclusive of expenses,

such authority to apply until the end of next year's annual general meeting (or, if earlier, until the close of business on 2 August 2024) but in each case so that the Company may enter into a contract to purchase ordinary shares which will or may be completed or executed wholly or partly after the authority ends and the Company may purchase ordinary shares pursuant to any such contract

as if the authority had not ended.

Notice of general meetings

25. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By order of the Board

Neill Abrams

Company Secretary and Group General Counsel

28 February 2023

Buildings One & Two Trident Place Mosquito Way

Hatfield Hertfordshire United Kingdom AL10 9UL

Registered in England and Wales number 07098618

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