Directors' Dealings

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Tim Steiner

2

Reason for the notification

a)

Position/status

Chief Executive Officer

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Ocado Group plc

b)

LEI

213800LO8F61YB8MBC74

4

Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares of 2 pence each in Ocado Group plc

ISIN GB00B3MBS747

b)

Nature of the transaction

As described on page 238 of the prospectus issued by the Company on 6 July 2010, on 21 June 2010 Tim Steiner entered into seven forward sale agreements, each in connection with 2,000,000 Shares (the "Forward Sale Agreements"), for the transfer of 14,000,000 Shares in aggregate held in his name to his father, Nicolas Steiner, in consideration of £100 and 97 percent of the market value of the Shares on completion (which amount may be paid over three years).

As previously reported on 17 May 2013, 13 May 2016, 2 June 2019, 20 May 2022, 24 July 2023, 24 July 2024 and 24 July 2025 the parties agreed to delay the date of completion. As a result, the first Forward Sale Agreement was extended to, and subsequently completed on, 30 June 2020. The second Forward Sale Agreement was extended to, and subsequently completed on, 30 June 2021. The completion of the third Forward Sale Agreement was extended to 24 July 2026. The completion of the fourth Forward Sale Agreement was extended to 24 July 2027.  Each of the remaining three Forward Sale Agreements were due to complete on 24 July 2028 or such other date as the parties may agree.

By agreement dated 24 July 2026, Tim Steiner and Nicolas Steiner have further agreed to extend the completion date of the Forward Sale Agreements as follows:

The third Forward Sale Agreement is extended to 24 July 2027.

The fourth Forward Sale Agreement is extended to 24 July 2028.

The completion of each of the remaining three Forward Sale Agreements is extended to 24 July 2029.

All other terms of the Forward Sale Agreements remain unaltered.

There is no additional consideration payable in respect of the agreements to delay completion.

Tim Steiner retains a beneficial interest in the transferring Shares until completion.

c)

Price(s) and volume(s)

Price(s)

Volume(s)

£0.00

10,000,000

d)

Aggregated information

-     Aggregated volume

-     Price

Price

Aggregated volume

Aggregate total

£0.00

10,000,000

£0.00

e)

Date of the transaction

24 July 2026

f)

Place of the transaction

Outside of a regulated market