Glossary

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

2012 Code — means the UK Corporate Governance Code published by the Financial Reporting Council September 2012, as in force from time to time.

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

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.

Annual Incentive Plan — means the Executive Director annual incentive plan for the Group applicable to a particular Financial year.

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.

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

Companies Act — means the Companies Act 2006.

CSTM — means Customer Service Team Member; the title given to our customer facing delivery driver.

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

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

Directors — means the Directors of the Company whose names are set out in The Board, 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.

EBT — means earnings before tax.

ESOS — means the Group's Ocado 2001 Executive Share Ownership Scheme.

Executive Directors — means Tim Steiner, Jason Gissing, Neill Abrams, Duncan Tatton-Brown and Mark Richardson.

Financial period — means the 52 week period, or 53 week period where relevant, 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.

IGD — means the Institute of Grocery Distribution.

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

JSOS — means the Group's joint share ownership scheme.

LIBOR — means London Interbank Offered Rate.

Life Guarantee — means the minimum product life guaranteed by Ocado.

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.

Non-Executive Directors — means the Non-Executive Directors designated as such in The Board.

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

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).

Sharesave Scheme — means the Ocado employee savings-related share option plan approved by HMRC and SAYE1 means the first invitations made under the scheme and SAYE2 means the second invitations made under the scheme.

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.

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.