Ocado : Form of Proxy 2022

Ocado Group plc

Form of Proxy for use by holders of ordinary shares (other than those who hold their shares through the Ocado Share Account) at the Annual General Meeting ("AGM") of Ocado Group plc (the "Company") convened for 2 May 2023.

Please read the Explanatory Notes on the reverse before completing this Form of Proxy.

I/We  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Of  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

hereby appoint the Chair of the meeting OR the following person (See Note 2 on reverse)

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the AGM of the Company to be held at 2.30 pm on 2 May 2023 and at any adjourned meeting.

  Please tick here if this proxy appointment is one of multiple appointments being made by the same shareholder (See Note 3 on reverse).

I/We wish my/our proxy to vote as indicated below in respect of the resolutions to be proposed at the meeting. Please give instructions to your proxy by ticking the appropriate box alongside each resolution. (See Note 7 on reverse).

				Vote
				Withheld	At the
				(see Note 8	Proxy's
Resolutions	For	Against on reverse)	Discretion
Ordinary Resolutions
1.	To receive the Annual Report and Accounts
2.	To approve the Directors' Remuneration Report
3.	To re-appoint Rick Haythornthwaite
4.	To re-appoint Tim Steiner
						PLEASE
5.	To re-appoint Stephen Daintith
6.	To re-appoint Neill Abrams
7.	To re-appoint Mark Richardson					TEAR
8.	To re-appoint Luke Jensen
				OFF
9.	To re-appoint Jörn Rausing
				HERE
10.	To re-appoint Andrew Harrison
11.	To re-appoint Emma Lloyd
12.	To re-appoint Julie Southern
13.	To re-appoint John Martin
14.	To re-appoint Michael Sherman
15.	To re-appoint Nadia Shouraboura
16.	To appoint Julia M. Brown
17.	To re-appoint Deloitte LLP as auditor
18.	To authorise the directors to determine the auditor's remuneration
19.	Authority for political donations and political expenditure
20. Authority to allot shares up to one-third of issued share capital
21.	Authority to allot shares in connection with a pre-emptive offer only
Special Resolutions
22. General authority to disapply pre-emption rights
23. Additional authority to disapply pre-emption rights
24. Authority to purchase own shares
25. Notice of general meetings

If you plan to attend the Annual General Meeting, please bring this card with you and unitil thekepnd of the meeting. This card shows that you are entitled to attend the GeneralAnnualMeeting, to be held at the offices of Numis Securities Limited, 45 Gresham Street, London, EC2V 7BF at 2.30 pm on 2 May 2023. Please bring it with you to allow convenient entry into the meeting. The doors to the meeting room will be open from 2.00 pm.

Ocado Group plc

Annual General Meeting 2023

Attendance Card and Form of Proxy

Signature(s):. .

. . . . . . . . . . . . . . . . . . . . . . . . . . . .  Date:

EXPLANATORY NOTES

1. The AGM will be held as a physical meeting. Shareholders will be able to attend the meeting in person.
2. If you are submitting a Form of Proxy, the Company strongly encourages you to appoint the Chair of the meeting rather than a named person as your proxy. This will ensure that your vote will be counted. If, however, you still wish to appoint as your proxy someone other than the Chair of the meeting, insert the name of your chosen proxy in the space provided in the first box. If the proxy is being appointed in relation to part of your holding only, please enter in the box next to the proxy's name the number of shares in relation to which they are authorised to act as your proxy. If this box is left blank they will be authorised in respect of your full voting entitlement.
3. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Company's Registrar, Link Group, or you may copy this form. If you are appointing more than one proxy, please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy and indicate by ticking the relevant box that the proxy appointment is one of multiple appointments being made. Multiple proxy appointments should be returned together in the same envelope. No proxy may be authorised to exercise votes which any other proxy has been authorised to exercise.
4. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST-sponsored members and those CREST members who have appointed a service provider(s) should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
5. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent, Link Group (ID RA10), by 2.30 pm on 27 April 2023. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
6. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
7. In the absence of instructions, the person appointed proxy may vote or refrain from voting as they think fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or refrain from voting as they think fit on any other business (including amendments to the resolutions) which may properly come before the meeting.
8. The "Vote Withheld" option is provided to enable you to refrain from voting on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
9. The "At the Proxy's Discretion" option is provided to enable you expressly to leave your voting decision to the discretion of your proxy. As set out in Note 8 above, such discretion would also be afforded to your proxy were no voting instructions given.
10. This form must be signed and dated by the shareholder or their attorney duly authorised in writing. If the shareholder is a company, it may execute by the signature(s) of a duly-authorised officer or attorney. In the case of joint holdings, any one holder may sign this form. The vote of the senior joint holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders and for this purpose seniority will
    be determined by the order in which the names stand in the register of members in respect of the joint holding.
    The completion and return of this form will not preclude a shareholder from attending the meeting and voting in person.
11. To be valid, this form must be completed and lodged with the Company's Registrar, Link Group, at PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, or submitted electronically at www.ocadoshares.com, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such authority, by 2.30 pm on 27 April 2023.

PXS 1 Central Square 29 Wellington Street Leeds LS1 4DL	Please return Form of
	Proxy to: