10:10 – means the private sector initiative campaign to commit to cutting carbon emissions by 10% in 2010.

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 11 May 2011 at 2.00pm at One Bunhill Row, London EC1Y 8YY.

Articles – means the articles of association of the Company.

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

CFC – see Customer Fulfilment Centre.

Combined Code – means The Combined Code on Corporate Governance June 2008 issued by the Financial Reporting Council.

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

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 the CFC.

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. The title given to our customer facing delivery driver.

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

Distribution costs – means all costs to the point of sale, which is usually the customer’s home, and include costs relating to the call centre and payment processing.

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.

DPV/wk – means the total drops per van per week.

Each – means a measure of an individual retail product.

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

EBITDA – means operating profit/(loss) before interest (including interest on finance leases), taxation, depreciation, amortisation, impairment loss, transaction and reorganisation costs.

EBITDA margin – means EBITDA as a percentage of gross sales.

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.

Executive Directors – means Tim Steiner, Jason Gissing, Neill Abrams and Andrew Bracey.

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 – see Financial period.

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.

IFRIC – means International Financial Reporting 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 the Group’s 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.

Murabaha – means a Shariah compliant financing arrangement.

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 designated as such in the Board of Directors section.

Notice of Meeting – means the notice of the Company’s AGM.

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

Ocado on the Go – means the Ocado application for mobile devices. It is currently available for the iPhone, iPad and Android devices.

Other income – means primarily advertising revenue for advertising services provided by Ocado to suppliers and other third parties on the Website, commission income received and sublease payments received. Other income is recognised in the period to which it relates on an accruals basis.

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