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Ocado Group plc

Investor Presentation June 2020

Disclaimer (1/2) NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OR IN OR INTO AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY BE PROHIBITED BY APPLICABLE LAW.

This presentation has been prepared by Ocado Group plc (the “Company”), the ultimate parent company of the Ocado group (the “Group”), solely for use at investor meetings held in June 2020 in connection with a proposed placing of ordinary shares (the “Shares”) in the Company (the “Placing”) and concurrent proposed issue of convertible bonds (the “Bonds” and together with the Shares, the “Securities”) (the “Bond Issue” and together with the Placing, the “Offerings”). This presentation has been prepared in good faith and solely for information purposes and is not a prospectus, and (along with any oral presentation and question-and-answer session) does not constitute an offer to sell or issue securities or otherwise constitute an invitation, inducement, solicitation or recommendation to any person to subscribe or otherwise acquire securities in the Company or enter into investment activity in any jurisdiction. Nothing contained herein shall form the basis of or be relied on in connection with any contract or commitment whatsoever and, in particular, it must not be used in making any investment decision. Each of Goldman Sachs International (“GSI”), Numis Securities Limited (“Numis”) and J.P. Morgan Securities plc (“JPM”) is acting solely for the Company and no one else in connection with the Placing and, in the case of GSI and JPM only, the Bond Issue, and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and, in the case of GSI and JPM, the Bond Issue, and/or any other matter referred to in this presentation.

This presentation and any materials distributed in connection with this presentation are confidential and are not directed at or intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation or which would require any registration, licensing or filing within such jurisdiction. This presentation may not be (in whole or in part) copied, downloaded, reproduced, forwarded, distributed, stored, re-transmitted, introduced into a retrieval system of any nature or disclosed in any way to any other person. Any failure to comply with these restrictions may constitute a violation of law. The information contained in this presentation is accurate only as at the date of this presentation, some of which is from public or third party sources, has not been independently verified and some of the information is still in preliminary or draft form. No person is under any obligation to verify, update or keep current the information contained in this presentation. No reliance may or should be placed by any person (whether or not attending the presentation) for any purposes whatsoever on the information contained in this presentation or any other material discussed at the presentation, or on its completeness, accuracy or fairness. Nothing in this presentation should be construed as constituting legal, business, tax or financial advice. None of the Company, GSI, Numis, JPM or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such persons’ respective directors, officers, partners, employees, agents, affiliates or advisers or any other person (each such person being a “Disclaiming Person”) accepts any responsibility whatsoever for or makes any representation or warranty (express or implied) of any sort as to, and no reliance should be placed on, the accuracy, completeness, fairness or reasonableness of the information or the opinions contained in this presentation or in any other document or information (whether written or oral) made or purported to be made available in connection with this presentation or the Offerings. No person shall have any right of action against any Disclaiming Person in relation to the accuracy or completeness of any such information or for any loss, however arising, from any use of this presentation or its contents or otherwise arising in connection with this presentation. To the fullest extent permitted by law, each Disclaiming Person accordingly disclaims all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise in respect of any statements or other information contained in, or made in connection with, this presentation or the Offerings. You are advised to conduct your own due diligence with respect to the Company, the Group, the Placing and the Bond Issue.

This presentation contains non-IFRS measures. These measures have limitations as analytical tools and should not be considered in isolation or as substitutes for analysis of the Group’s results as reported under IFRS. This presentation contains statements that may constitute forward-looking statements relating to the business, financial performance and results of the Group and the industry in which the Group operates. These statements may be identified by words such as “expectation”, “belief”, “estimate”, “plan”, “target”, “forecast” and similar expressions or the negative thereof; by the forward-looking nature of discussions of strategy, plans or intentions; or by their context. All statements regarding the future are subject to inherent risks and uncertainties, and various factors could cause actual future results, performance or events to differ materially from those described or implied in these statements. Such forward-looking statements are based on numerous assumptions regarding the Group’s present and future business strategies and the environment in which the Group will operate in the future. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this presentation or the underlying assumptions. Past performance is not an indication of future results and should not be taken as a representation that trends or activities underlying past performance will continue in the future. The forward-looking statements in this presentation speak only as at the date of this presentation, and the Company, GSI, Numis and JPM expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this presentation or to update or to keep current any other information contained in this presentation or to provide any additional information in relation to such forward-looking statements.

This presentation is only addressed to, and directed at, persons in member states of the European Economic Area (the “EEA”) and the United Kingdom who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”). In addition, in the United Kingdom, this presentation is only for distribution to: (i) persons having professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) and high net worth entities falling within Article 49(2)(a) to (d) of the Order; and (ii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this presentation relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

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Disclaimer (2/2) Solely for the purposes of the product governance requirements contained within: (A) Directive 2014/65/EU (as amended, “MiFID II”); (B) articles 9 and 10 of commission delegated Directive (EU) 2017/593 supplementing MiFID II; and (C) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Bonds have been subject to a product approval process, which has determined that: (i) the target market of the Bonds is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for the distribution of the Bonds to eligible counterparties and professional clients are appropriate. The target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to any offering of the Bonds. For the avoidance of doubt, the target market assessment does not constitute: (A) an assessment of suitability or appropriateness for the purposes of MiFID II; or (B) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Bonds. No key information document required by Regulation (EU) No. 1286/2014, as amended (the PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the EEA or in the United Kingdom has been prepared or will be prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the EEA or in the United Kingdom may be unlawful under the PRIIPs Regulation.

Solely for the purposes of the MiFID II Product Governance Requirements and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Placing Target Market Assessment”). Notwithstanding the Placing Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Placing Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Placing Target Market Assessment, GSI, JPM and Numis will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Placing Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

This presentation is not directed at persons located in the United States except as specifically made available by the company to certain “qualified institutional buyers” as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The Company’s securities have not been, and will not be, registered under the Securities Act or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, delivered or otherwise transferred in or into the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

In Canada, the presentation is directed only to purchasers in the provinces of Canada purchasing, or deemed to be purchasing, as principal that are “accredited investors”, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are “permitted clients”, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if the presentation (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

No public offering of the Company’s securities is being made in the United States, the United Kingdom or elsewhere.

Nothing in this presentation is intended as a profit forecast, and no statement in this presentation should be interpreted to mean that underlying operating profit for the current or future financial years would necessarily be above a minimum level, or match or exceed the historical published operating profit or set a minimum level of operating profit.

This presentation does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Company’s securities. Any investment decision to buy the Company’s securities must be made solely on the basis of publicly available information. The recipients of this presentation should not engage in any behaviour which would or might amount to insider dealing, the unlawful disclosure of inside information or market manipulation for the purposes of Regulation (EU) No 596/2014 (the “Market Abuse Regulation”). This presentation, and any matter or dispute (whether contractual or non-contractual) arising out of it, shall be governed and construed in accordance with English law and the English courts shall have exclusive jurisdiction in relation to any such matter or dispute. By attending this presentation and/or receiving this presentation document, you are agreeing to the terms and conditions set forth above.

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Summary

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Acceleration with our current partners

Leading to a permanent redrawing of the landscape of the grocery industry worldwide

Current environment driving a significant acceleration in online grocery

Capital raise provides Ocado with flexibility to move quickly and capitalise on the full opportunity set over the medium term

New partners in new geographies

Investing more in innovation, faster

Further expanding Ocado’s leadership

1 2 3 4

Significant step up in online penetration expected to be sustained

New baseline for online share in various markets

‒ Sustainable growth from this new base

Evidenced in Ocado Retail’s performance with retail sales up 40.4% in Q2 to 6-May-2020

‒ Current trading remains consistent with these trends

New customers will be more likely to have already shopped online, making them easier to convert to Ocado online customers

Ocado’s automated fulfilment model provides safest means for customers to shop online, at no incremental cost

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Current environment has generated a permanent and significant increase in online grocery penetration

Significant Shift: UK Example…

7%

13%

May-19 May-20

Online shopping as % of grocery sales1

1 Based on Nielsen, data corresponds to four weeks to 16th of May. 2 Based on an independent survey as of Apr-20 3 Based on an independent survey in the UK, France, Germany Italy and Spain in May-20.

…Expected sustainable step-change

47% of existing online shoppers in Europe who have increased online grocery purchasing since COVID-19 expect to continue doing so3

90% of US shoppers who purchased groceries online in Mar-20 anticipate continuing doing so2

Market Opportunity: Significant Runway with Current Partners

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Current partnerships provide a strong base…

£210bn annual sales

globally

54 (equivalent) committed

CFCs to date

…Looking to grow faster

9 current

partners

“Online grocery penetration is growing dramatically across the country, which management anticipates will likely remain elevated in the long-term as customers become more comfortable with online grocery delivery” - Sobeys, Apr-2020

“Through our strategic partnership, we are engineering a model for these regions, leveraging advanced robotics technology and creative solutions to redefine the customer experience”- Kroger, Jun-2020

“In order to meet demand, [Casino] even advanced this launch, initially scheduled for late June, and accelerated construction work on its Fleury-Mérogis warehouse (Essonne).” - Casino, May-2020 (Interview with Le Figaro)

Source: Company filings, public information sources

Remaining Global Opportunity is Huge

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£0.7tn 25% share

£2.8tn key markets1

£7.6tn global grocery

The global opportunity in grocery is huge The shift to online is growing the addressable market

£3.5bn-£26.3bn fee opportunity2

1 Source: Company information, Planet Retail. Note: M&S and joint venture sales 100% online. All countries with a GDP per capita of above $25k and a population over 5 million. 2 Planet Retail, assuming a 25%

grocery market share and assuming an online penetration of between 10% and 75% with a 5% fee opportunity, which represents the mid-point of the range provided to the market.

70bn

175bn

350bn

525bn

10% 25% 50% 75%

% of £0.7tn to market online

Opportunity to sign new partners to the platform is large and growing

Flexible platform with best customer offer and economics

Marketing leading offer1

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Flexibility to serve all missions Compelling economics

Module Primary Mission Size

(sq ft)

Standard CFC

• Full basket shop • Large catchment

200k+

Mini CFC • Full grocery shop • Shorter lead

times 50-160k

MFC • Immediacy 5-25k

Store pick software

• Best fulfilment in remote areas

N/A

Range Service

Ease of Use Price

>50,000 SKUs

8 products in avg basket only at Ocado.com2

95% of orders delivered on time

99% order accuracy

Order through app, website and on chosen device

Flexibility for our partners to price

their range so that they offer the most value for customers

Reduced supply chain

Large scale, centralised operations

Best in channel operating cost result

Use of own, purpose-built technology and IP

1 All service metrics correspond to Ocado.com as at FY19. 2 Third party branded products that cannot be found elsewhere, including entire brands or different versions of a given product.

Hygiene Less handling of product in fulfilment and

last mile

Increased investment multiplies benefits for members of the ‘Ocado club’

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A parallel process of constant innovation A virtuous cycle of investment and growth

More

partners

Enhanced platform

Increased investment

Faster partner growth

This virtuous cycle of growth and innovation will see the opportunity set continue to evolve and expand

Increasing competitive advantage of OSP in grocery

Robotic picking

• 50% of labour cost in CFC

• Aspire to equal performance of human for portion of range by FY20

Leveraging our technological know-how and participating in other adjacencies

Investments to date

Vertical Farming Automated meal prep

3D printing

Proven, bespoke and flexible solution that is perpetually evolving

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OSP consists of proven technology, 20 years of retail track record

Only end-to-end solution for online grocery fulfilment globally

OSP is our proprietary technology, and we continue to innovate

As the 'Ocado club' grows, network effects are magnified

0

50

100

150

200

250

05-Jan 05-Feb 05-Mar 05-Apr 05-May

Ind

exed

Vo

lum

es

0

250

500

750

03-Feb 03-Mar 03-Apr 03-MayIn

dex

ed V

olu

mes

100

+2.3x +6.3x

24-May 25-May

Significant ramp up in volumes through Erith YTD Store pick volumes through Morrisons and Bon Preu are 6x greater

than at the start of the year

Raising capital now allows Ocado to grow faster in the medium term

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New partners in new geographies

Acceleration with our current partners

Investing more capital in innovation for our partners, faster

Further expanding Ocado’s leadership

Capital raise provides Ocado with flexibility to move quickly and capitalise on the full opportunity set

over the medium term1

1 Pro-forma for the capital raise Ocado Group will have cash and cash equivalents of £2.2bn putting the group in a powerful position to fulfil its medium-term growth aspirations.

Summary of offering – key financing terms

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Equity Placing Convertible Bond

Size Up to £1bn capital raise split across placing and convertible (up to £350m convertible bond), in aggregate up to approximately 7% of

current issued share capital

Timing Expected launch post-market close Thursday 11 June 2020

Lock-up 180 day lock-up for Ocado Group, subject to customary exceptions

Format • Undocumented, non-pre-emptive raise via accelerated

bookbuild offering • 144 A / Reg S

• Undocumented, non-pre-emptive placement via accelerated bookbuild offering

• Reg S only (Category 1)

Joint Global Coordinators

• Goldman Sachs International • JP Morgan Cazenove • Numis Securities

• Goldman Sachs International • JP Morgan Cazenove