DIRECTORATE CHANGE

OCADO GROUP PLC

31 October 2024

Ocado Group plc

Appointment of Chair Designate

Ocado Group plc ("Ocado" or the "Company") today announces the appointment of Adam Warby as an independent Non-Executive Chair of the Board. Adam will join the Board as an independent Non-Executive Director with effect on 1 November 2024, before assuming the role of Chair on 1 December 2024. Following this period of transition, current Chair, Richard ("Rick") Haythornthwaite will step down as Chair and from the Board. Adam will also be a member of the People Committee on joining the Board.

Adam has extensive executive experience in the technology sector and relevant chair experience at a range of international companies. He currently serves as Chair of Heidrick & Struggles International Inc., a premier provider of global leadership advisory and on-demand talent solutions listed on NASDAQ. Previously he served as Chair of SoftwareOne Holding AG, the Swiss enterprise software and cloud advice firm and as Non-Executive Director at SimCorp A/S, a leading Fintech provider. Adam joined Avanade Corporation, a global IT consulting and services company, as a founding member in 2000 and served as their CEO for 11 years (and has been the CEO Emeritus since 2019). Adam's early career was working in consulting and management roles for ten years at Microsoft and in hardware and software sales for five years at IBM.

Rick Haythornthwaite, Chair of Ocado, said:

"I am delighted to welcome Adam to Ocado's Board as my successor at an important time in the Company's development. It has been a huge pleasure to be the Chair of Ocado over the last four years and to have had the opportunity to help a visionary technology business that continues to drive change in the online grocery industry and beyond. I look forward to seeing this market leading business continue to thrive under Adam's stewardship in the years to come."

Commenting on his decision to join the Ocado Board, Adam Warby said:

"It is a huge honour to join the Ocado Board as Chair Designate. Ocado is a unique and innovative business, and a tremendous success story for the UK. I'm excited about the opportunities ahead, working with a visionary leadership team, an experienced Board, and the many talented colleagues across Ocado to grow the business and create greater value for our shareholders."

Tim Steiner, Chief Executive Officer of Ocado, said:

"Adam joins us as Chair Designate at an important moment in Ocado's development. Our world-leading technology is now live with 11 of our 13 partners globally, and we continue to expand the scope and reach of our technology into new markets and sectors. As we work with our partners to scale their online capabilities and hone their operations, Adam's expertise as a leader in global technology and consulting will be a valuable asset to the Board and leadership team.

As Chair, Rick has overseen the continued growth of the global technology business. His sage advice and strong leadership have been greatly appreciated by the Board and all colleagues at Ocado."

Senior Independent Director

In addition to these Board changes, we have agreed an extension of Andrew Harrison's tenure as Senior Independent Director and Designated Non-Executive Director for workforce engagement for an additional 12 months beyond the conclusion of his nine year term on 1 March 2025. Andrew has a deep understanding of the business and he will help provide the Board and leadership team with stability and continuity during the Chair succession process.

Contacts:

·     Tim Steiner, Chief Executive Officer, on +441707 228 000

·     Nick Coulter, Head of Investor Relations, on +441707 228 000

·     Jamie Kerr, Global Head of Communications, on +441707 228 000

·     Lucy Legh, Headland Consultancy - ocadogroup@headlandconsultancy.com on +44 (0) 20 3805 4822

Notes:

1.   Adam Warby currently serves as Chair of Heidrick & Struggles International Inc., a premier provider of global leadership advisory and on-demand talent solutions listed on NASDAQ. He is also a Senior Advisor for Kohlberg Kravis Roberts & Co. LP (KKR). He served as Chair of SoftwareOne Holding AG, the Swiss enterprise software and cloud advice firm until April 2024 and between 2017 and 2023 and served as Non-Executive Director at SimCorp A/S, a leading Fintech provider to global Asset Management businesses. In 2000, he joined Avanade Corporation, a global IT consulting and services company, as a founding member and served as CEO from 2008 to 2019 (and has been the CEO Emeritus since 2019). He was also, between 2017 and 2023, the Chair of Junior Achievement Europe, a youth focused non-profit providing programmes for entrepreneurship and work readiness, as part of expanding Avanade's Corporate Citizenship mission. Prior to joining Avanade, Adam held a number of management and sales roles at Microsoft Corporation and earlier, at IBM. Adam holds a BSc in Mechanical Engineering from Imperial College London.

2.   For the purposes of Listing Rule 6.4.8(1)R, Adam is currently Chair of Heidrick & Struggles International Inc, listed on NASDAQ. Within the previous five years, Adam was Chair of SoftwareOne, listed on the SIX Swiss Exchange and a Non-Executive Director of SimCorp A/S, listed on the Nasdaq Copenhagen Exchange until 2023. He no longer holds these positions. There is no other information required to be disclosed pursuant to Listing Rule 6.4.8R.

3.   Adam Warby will be paid in accordance with the current Directors' Remuneration Policy. As a Non-Executive Director he will receive an annual fee of £82,691. On becoming Chair the fee will increase to £400,000 per annum.

The person responsible for arranging the release of this announcement:

Robert Cooper

Chief Compliance Officer

Ocado Group plc

Buildings One & Two Trident Place

Mosquito Way

Hatfield

Hertfordshire

AL10 9UL

Email: company.secretary@ocado.com

Ocado Group plc LEI: 213800LO8F61YB8MBC74