Glossary

2010 Code — means the UK Corporate Governance Code published by the Financial Reporting Council June 2010, as in force from time-to-time.

Active Customers — means customers who have shopped in the previous 12 weeks.

Administrative expenses — means all IT costs, advertising and marketing expenditure, employment costs of all head office functions, which include legal, finance, human resources, marketing and procurement, rent and other property-related costs for the head office, all fees for professional services and the depreciation, amortisation and impairment associated with head office IT equipment, software, fixtures and fittings and expenses relating to the ESOS and the JSOS.

Admission — means the admission of the ordinary shares of the Company to the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities which occurred on 26 July 2010.

AGM — means the annual general meeting of the Company, which will be held on 23 May 2012 at 11am at One Bunhill Row, London, EC1Y 8YY.

Articles — means the articles of association of the Company.

Block Listing Facility — means the facility whereby a number of shares have been block listed but will only be allotted when options under the ESOS and non-employee share schemes have been exercised.

Board — means the board of directors of the Company or of Ocado Limited from time-to-time as the context may require.

CFC1 — means the Customer Fulfilment Centre in Hatfield, Hertfordshire.

CFC2 — means the Customer Fulfilment Centre in Dordon, Warwickshire.

Companies Act — means the Companies Act 2006.

Company — means Ocado Group plc, a company incorporated in England and Wales with registered number 07098618 whose registered office is at Titan Court, 3 Bishops Square, Hatfield Business Park, Hatfield, Hertfordshire, AL10 9NE.

Corporate website — means www.ocadogroup.com.

Cost of sales — means the cost of groceries and other products the Group sells, any associated licence fees which are linked to the volume of sales of specific products or product groups, including the branding and sourcing fees payable to Waitrose, adjustments to inventory, and charges for transportation of goods from a supplier to CFC1.

Convertible preference shares — means all convertible preference shares convertible into the same number of ordinary shares either at the option of the holder or on the occurrence of certain trigger events including a public listing. The convertible preference shares rank pari passu with ordinary shares with the exception that on return of assets they have priority to all other shareholders.

CSTM — means Customer Service Team Member, which is the title given to our customer facing delivery drivers.

Customer Fulfilment Centre or CFC — means a dedicated highly automated warehouse used for the operation of the business.

Distribution costs — means all the costs incurred, excluding product costs, to the point of sale, usually the customers' home. This includes the payroll-related expenses for the picking, dispatch and delivery of product sold to the point of sale, the cost of making those deliveries, including fuel, tolls, maintenance of vehicles, the operating costs of the properties required for the picking, dispatch and onward delivery operations and all associated depreciation, amortisation and impairment charges, call centre costs and payment processing charges.

Directors — means the directors of the Company whose names are set out in the Board of Directors section, or the directors of Ocado Limited from time-to-time as the context may require.

Disclosure and Transparency Rules — means the disclosure rules and transparency rules made by the FSA under Part VI of FSMA.

EBIT — means operating profit/(loss) before interest (including interest on finance leases) and taxation.

EBITDA — means the non-GAAP measure which Ocado has defined as earnings before net finance costs, taxation, depreciation, amortisation, impairment and exceptional items.

EBITDA margin — means EBITDA as a percentage of revenue.

EBT — means earnings before tax.

EBT Trustee — means the trustee from time-to-time of the employee benefit trust established for the purposes of the JSOS, currently Appleby Trust (Jersey) Limited.

ESOS — means the Ocado 2001 Executive Share Ownership Scheme.

Exceptional items — means items that, due to their material and non-recurring nature, have been classified separately in order to draw them to the attention of the reader of the financial statements.

Executive Directors — means Tim Steiner, Jason Gissing, Neill Abrams, Andrew Bracey and Mark Richardson.

Financial period — means the 52 week period ending the closest Sunday to 30 November.

Financial year — see Financial period.

FRC — means the Financial Reporting Council.

FY — means Financial year.

Gross sales — means sales (net of returns), including charges for delivery, before deducting relevant voucher/offers and value added tax.

HMRC — means Her Majesty's Revenue & Customs.

IFRS IC — means the International Financial Reporting Standards Interpretations Committee.

IFRS — means International Financial Reporting Standard(s).

IPO — means the initial public offering by the Company in July 2010.

John Lewis — means John Lewis plc, the parent company of Waitrose. John Lewis plc was incorporated in England and Wales with registered number 233462 and its registered office is 171 Victoria Street, London, SW1E 5NN.

John Lewis Pension Fund — means John Lewis Partnership Pensions Trust, which is the corporate trustee of the John Lewis Partnership Trust for Pensions. It was incorporated in England and Wales with registered number 372106 and its registered office is 171 Victoria Street, London, SW1E 5NN.

JSOS — means Joint Share Ownership Scheme.

KPI — means key performance indicators.

LIBOR — means London Interbank Offered Rate.

Listing Rules — means the Listing Rules made by the UK Listing Authority under Part VI of the Financial Services and Markets Act 2000 (as amended).

Management Committee — means senior management responsible for managing the day-to-day affairs of the business.

Net finance costs — means finance income and finance costs. Finance income is comprised principally of bank interest and other interest. Finance costs are comprised of interest on bank loans and overdrafts, interest on finance leases and interest on other financing arrangements.

Non-Executive Directors — means the non-executive directors of the Company as listed in the Board of Directors section.

Notice of Meeting — means the notice of the Company's AGM.

Ocado Council — means the Ocado forum used to consult with our employees.

Ocado Delivery Pass — means the Ocado discounted pre-pay delivery service available in various offerings including monthly, quarterly and annually.

Ocado Saving Pass — means the Ocado discount membership scheme which entitles customers to receive fixed discounts on selected branded products from Ocado within a Saving Pass group for the length of membership (and any renewal).

Other income — means primarily advertising revenue for advertising services provided by Ocado to suppliers and other third parties on the website, commission income and sublease payments receivable.

Prospectus — means the Company's prospectus dated 6 July 2010 prepared in connection with the Company's Admission.

Revenue — means online sales (net of returns) through the website and mobile applications, including charges for delivery, but excluding relevant vouchers/offers and value added tax. Relevant vouchers/offers include money-off coupons, conditional spend vouchers and multi-buy offers, such as buy three for the price of two.

Sharesave Scheme — means the Ocado employee savings-related share option plan approved by HMRC.

Shareholder — means a holder for the time being of ordinary or convertible preference shares.

SKU — means a "stock keeping unit", that is each individual item or product stocked.

Sourcing Agreement — means the various sourcing and branding agreements between Ocado, Waitrose and John Lewis.

Spoke — means the trans-shipment sites used for the intermediate delivery of customers' orders.

Substitution — means the term used to refer to the alternative product provided in place of the original product ordered by a customer.

TSR — means total shareholder return – the growth in value of a shareholding over a specified period, assuming that dividends are reinvested to purchase additional units of the stock.

UK or United Kingdom — means the United Kingdom of Great Britain and Northern Ireland.

UPH — means the abbreviation for units (or eaches) per hour.

Waitrose — means Waitrose Limited, a company incorporated in England and Wales with registered number 00099405.

Webshop — means the customer facing internet-based virtual shop accessible on the website.

Website — means www.ocado.com.