Commentary & Deal Flow

OCADO GROUP PLC ANNOUNCES INVITATIONS TO HOLDERS TO TENDER CERTAIN NOTES FOR PURCHASE IN CASH

Ocado Group plc (the "Issuer" or the "Company") has today launched an invitation to holders of its (i) 0.875% Guaranteed Senior Unsecured Convertible Bonds due 2025 (ISIN: XS2090948279 / Common Code: 209094827) (the "Convertible Bonds") and (ii) 3.875% Guaranteed Senior Unsecured Notes due 2026 held pursuant to Regulation S (ISIN: XS2393761692 / Common Code: 239376169) (the "2026 Notes") (each of the Convertible Bonds and the 2026 Notes, a "Series" and, together, the "Notes") to tender such Notes for purchase by the Issuer for cash at the applicable Purchase Price stated in the table below (each such invitation an "Offer" and, together, the "Offers") subject to satisfaction of the New Offering Condition and the General Conditions (each, as defined in the Tender Offer Memorandum) and the other terms and conditions described in the Tender Offer Memorandum dated 29 April 2025 (the "Tender Offer Memorandum"). Subject to applicable law, the Issuer reserves the right, in its sole and absolute discretion, to waive any and all conditions to the Offers.

The Issuer proposes to accept Notes for purchase with an aggregate Purchase Consideration (excluding any accrued but unpaid interest) not to exceed a stated amount that the Issuer intends to announce as described in "Indicative Timetable" below (the "Maximum Spend Amount"), which is expected to be at least equal to the net proceeds of the New Offering (as defined below), on the terms and conditions contained in the Tender Offer Memorandum, subject to the right of the Issuer to increase or decrease any such amount in its sole and absolute discretion (including at the Expiration Deadline) and subject to the right of the Issuer to accept or reject valid Tender Instructions in its sole and absolute discretion.

The Issuer intends to purchase the validly tendered and accepted Notes in the Offers using the net proceeds from a concurrent offering of senior unsecured notes due 2030 (the "New Notes") as announced by the Issuer on the date hereof (the "New Offering"). When considering any potential allocation of New Notes, the Issuer intends, but is not obligated, to give some degree of preference to those investors who, prior to such allocation, have indicated to the Issuer or the Dealer Managers their firm intention to tender, Notes in the Offers.

Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

Summary of the Offers

Note:

(1) In addition to the applicable purchase price, the Issuer will pay accrued but unpaid interest from and including the relevant interest payment date to but excluding the settlement date for the Offers in respect of Notes (as defined below) accepted for purchase.

(2) For further information refer to "Overview of Offers - Maximum Spend Amount" in the Tender Offer Memorandum.

(3) The Aggregate Principal Amount Outstanding comprises the 2026 Notes, which are held pursuant to the Regulation S global note in respect thereof (ISIN: XS2393761692/ Common Code: 239376169) as of 29 April 2025, and does not include the notes issued under the 2026 Notes Indenture (as defined below) that are held pursuant to the Rule 144A global note in respect of the notes issued thereunder (ISIN: XS2393969170/ Common Code: 239396917) (the "Rule 144A 2026 Notes"). For the avoidance of doubt, the Offer being made pursuant to the Tender Offer Memorandum in respect of the 2026 Notes is only in respect of the 2026 Notes, that are held pursuant to the Regulation S global note. The outstanding aggregate principal amount of the 2026 Notes together with the Rule 144A 2026 Notes is £223,684,000 (collectively, the "Issued 2026 Notes").

THE OFFERS COMMENCED ON 29 APRIL 2025 AND WILL EXPIRE AT 16:00 BST ON 6 MAY 2025 (THE "EXPIRATION DEADLINE"), UNLESS EXTENDED, RE-OPENED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE ISSUER. DETAILS OF ANY SUCH EXTENSION, RE-OPENING, WITHDRAWAL OR TERMINATION WILL BE NOTIFIED TO NOTEHOLDERS AS SOON AS REASONABLY PRACTICABLE AFTER SUCH DECISION. TENDER INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE WITHDRAWN EXCEPT IN THE LIMITED CIRCUMSTANCES OUTLINED IN THE TENDER OFFER MEMORANDUM UNDER THE HEADING "AMENDMENT AND TERMINATION".

Custodians, Direct Participants and Clearing Systems will have deadlines for receiving instructions prior to the Expiration Deadline and holders should contact the intermediary through which they hold their Notes as soon as possible to ensure proper and timely delivery of instructions.

Purpose of the Offers

The purpose of the Offers and the New Offering is, amongst other things, to proactively manage the Issuer's maturity profile. The Offers also provide Noteholders with the opportunity to sell their current holdings in the Notes, as more fully described in the Tender Offer Memorandum.

New Offering Condition

The Issuer announced on 29 April 2025 its intention to issue New Notes with a target aggregate principal amount of £300 million (the "New Offering"). The actual aggregate principal amount issued may be greater or less than this target. It is expected that the offering of the New Notes will close prior to the Settlement Date. Whether the Issuer will accept for purchase any Notes validly tendered in the Offers is subject, without limitation, to the issuance of New Notes in the New Offering in an amount, and on terms, satisfactory to the Issuer in its sole discretion (the "New Offering Condition").

The Issuer currently expects that any proceeds raised from the New Offering not used to repurchase the Notes pursuant to the Offers will be retained by the Issuer to be used to reduce leverage over time, whether at maturity of the relevant debt or otherwise.

Purchase Price

Subject to the applicable Minimum Denomination in respect of the relevant Series of Notes, the Purchase Price will be (i) 97.375 per cent. of the principal amount in respect of the Convertible Bonds; and (ii) 98.625 per cent. of the principal amount in respect of the 2026 Notes.

In respect of any Notes accepted for purchase, the Issuer will also pay an amount equal to any accrued but unpaid interest on the relevant Notes from, and including, the relevant interest payment date for such Notes immediately preceding the Settlement Date up to, but excluding, the Settlement Date, which is expected to be 9 May 2025.

Notes repurchased by the Issuer pursuant to the Offers may be cancelled. Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date.

Maximum Spend Amount

The Issuer proposes to accept Notes for purchase with an aggregate Purchase Consideration (excluding any accrued but unpaid interest) not to exceed the Maximum Spend Amount, which is expected to be at least equal to the net proceeds of the New Offering, on the terms and conditions contained in the Tender Offer Memorandum, subject to the right of the Issuer to increase or decrease any such amount in its sole and absolute discretion (including at the Expiration Deadline) and subject to the right of the Issuer to accept or reject valid Tender Instructions in its sole and absolute discretion.

Tenders of Notes may be pro-rated as set out in the Tender Offer Memorandum. Any adjustments to the announced Maximum Spend Amount will be announced with the results of the Offers.

Acceptance of Tendered Notes

The Issuer will determine the allocation of the Maximum Spend Amount at its full discretion and may prioritise one Series over another at its discretion.

In respect of each Series, if the Issuer decides to accept for purchase valid tenders of Notes pursuant to the Offers and the aggregate principal amount of Notes validly tendered in respect of a given Series exceeds the amounts allocated to that Series by the Issuer, the Issuer will accept Notes for purchase on a pro rata basis within such Series, based on the aggregate principal amount of Notes validly tendered (and not validly withdrawn) in that Series, such that the total amount accepted does not exceed the amount allocated to that Series. Each such tender of Notes will be scaled by a factor derived from (i) the aggregate principal amount of Notes accepted for purchase in respect of such Series divided by (ii) the aggregate principal amount of the Notes validly tendered in respect of such Series (subject to adjustment to allow for the aggregate principal amount of Notes accepted for purchase, following the rounding of tenders of Notes described in the next paragraph, with an aggregate Purchase Consideration (excluding any accrued but unpaid interest) to equal the Maximum Spend Amount exactly).

Each tender of Notes that is scaled in this manner will be rounded down to the nearest £100,000 in respect of the Convertible Bonds and £1,000 in respect of the 2026 Notes. In addition, in the event of any such scaling of tenders:

(A) the Issuer will use reasonable endeavours to apply pro rata scaling (to the extent practicable, and adjusted as may be applicable) to each valid tender of the relevant Notes in respect of the relevant Series in such a manner as will result in both (a) the relevant Noteholder transferring to the Issuer an aggregate principal amount of at least the Minimum Denomination (unless the relevant Tender Instruction is rejected in its entirety, as described in paragraph (B) below), and (b) the relevant Noteholder's residual amount of Notes (being the principal amount of the Notes that are the subject of the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling) amounting to, in each case, either (i) at least £100,000 or (ii) zero, and (subject as provided in paragraph (B) below) the Issuer therefore reserves the right (but shall not be obliged) to adjust the pro rata scaling applicable to any relevant Tender Instruction accordingly; and

(B) if following the application of the pro rata scaling (prior to any adjustment as referred to in paragraph (A) above), the principal amount of Notes otherwise due to be accepted for purchase from a Noteholder pursuant to a Tender Instruction would be less than £100,000, the Issuer may in its sole and absolute discretion choose to (i) accept at least £100,000, being the minimum denomination of the Notes or (ii) reject the relevant Tender Instruction in its entirety.

Allocation of New Notes in the New Offering

The Issuer intends, in connection with the allocation of New Notes in the New Offering, to consider, among other factors, whether or not the relevant investor seeking an allocation of the New Notes in the New Offering has validly tendered or indicated to the Issuer or the Dealer Managers a firm intention to tender Notes of any Series it holds pursuant to the relevant Offer prior to the allocation of the New Notes and, if so, the aggregate principal amount of such Notes tendered or indicated to be tendered by such investor. When determining allocations of the New Notes, the Issuer intends to give some degree of preference to those investors who, prior to such allocation, have indicated their firm intention to tender Notes of any Series, pursuant to the relevant Offer. However, the Issuer will consider various factors in making allocation decisions and is not obliged to allocate the New Notes to an investor who has validly tendered or indicated to the Issuer or the Dealer Managers a firm intention to tender any Notes of any Series it holds pursuant to the Offers and if allocated, the amount may be less than the amount tendered and accepted.

Any potential allocation of the New Notes, while being considered by the Issuer as set out above, will be made in accordance with customary new issue allocation processes and procedures following the completion of the book building process for the offering of the New Notes and will be made at the sole discretion of the Issuer. In the event that a Holder validly tenders Notes of any Series pursuant to the relevant Offer, such Notes will remain subject to such tender and the conditions of the Offers as set out in the Tender Offer Memorandum irrespective of whether that Holder receives all, part or none of any allocation of New Notes for which it has applied.

Any investment decision to purchase any securities in the New Offering should be made solely on the basis of the information to be prepared in connection with the issue of such securities and no reliance is to be placed on any representations other than those contained in such information.

This announcement or the Tender Offer Memorandum does not constitute an offer to purchase, or the solicitation of an offer to tender or sell, or to exercise any voting rights with respect to any, Notes to or from, or by, any person located or resident in any jurisdiction where it is it is unlawful to make such offer or solicitation under applicable securities or "blue sky" or other laws.

Amendment and Termination

The Issuer reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offers and to amend or waive any of the terms and conditions of the Offers (including, but not limited to, purchasing more or less than the Maximum Spend Amount) at any time following the announcement of the Offers, as described in the Tender Offer Memorandum under the heading "Amendment and Termination". Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision.

Offer and Distribution Restrictions

The Issuer is making the Offers only in those jurisdictions where it is legal to do so. See "Offer and Distribution Restrictions" below. This document does not constitute a "prospectus" for the purposes of Regulation (EU) 2017/1129, as amended (including as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA")).

Summary of Action to be Taken

To tender Notes in an Offer, a holder of Notes should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction that is received, in each case, by the Tender Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a principal amount of Notes of no less than the Minimum Denomination.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in the Tender Offer Memorandum.

Further Information

Any questions or requests for assistance in connection with (i) the Offers, may be directed to any of Barclays Bank PLC and BNP PARIBAS, and (ii) the delivery of Tender Instructions or requests for additional copies of the Tender Offer Memorandum or related documents, which may be obtained free of charge, may be directed to the Tender Agent, the contact details for each of which are provided on the back cover of this announcement.

Before making a decision with respect to the Offers, Noteholders should carefully consider all of the information in the Tender Offer Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations".

Barclays Bank PLC and BNP PARIBAS are acting as Dealer Managers for the Tender Offer and Kroll Issuer Services Limited is acting as Tender Agent. Lazard & Co., Limited is acting as independent financial adviser to Ocado Group plc in relation to the Offers and the New Offering.

Copies of the Tender Offer Memorandum are (subject to offer restrictions) available from the Tender Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer Memorandum.

This announcement is released by Ocado Group plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of MAR, encompassing information relating to the Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (including as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended), this announcement is made by Neill Abrams, Group General Counsel and Company Secretary at Ocado Group plc.

INDICATIVE TIMETABLE

This is an indicative timetable showing one possible outcome for the timing of the Offers based on the dates in the Tender Offer Memorandum. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Offers as described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below.

Unless stated otherwise, announcements in connection with the Offers will be made by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made by (i) the issue of a press release to a Notifying News Service and (ii) via the website of Euronext Dublin. Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for whom are in this announcement and on the last page of the Tender Offer Memorandum. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements relating to the Offers.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

None of the Issuer, the Dealer Managers, the Tender Agent or their respective affiliates has expressed any opinion as to whether the terms of the Offers are fair. None of the Issuer, the Dealer Managers, the Tender Agent or their respective affiliates, makes any recommendation that Noteholders submit Tender Instructions and tender their Notes or refrain from doing so pursuant to the Offers, and no one has been authorised by any of them to make any such recommendation. Noteholders must make their own decision as to whether to submit Tender Instructions and tender Notes or refrain from doing so and, if they do wish to submit Tender Instructions, the principal amount of Notes to tender.

The Dealer Managers are acting exclusively for the Issuer and no one else in connection with the Offers or any other matter referred to in the Tender Offer Memorandum. The Dealer Managers will not regard any other person (whether or not a recipient of the Tender Offer Memorandum) as a client in relation to the Offers or any other matters referred to in the Tender Offer Memorandum and will not be responsible to anyone other than the Issuer for providing the protections afforded to their respective clients or for the giving of advice in relation to the contents of the Tender Offer Memorandum, the Offers or any transaction, matter, or arrangement referred to in the Tender Offer Memorandum.