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Dear Shareholder

I am writing to you in my capacity as the Chair of the Remuneration Committee and Senior Independent Director of Ocado Group plc to provide an update on the Company’s response to the outcome of the 2021 Annual General Meeting (“AGM”) in May this year. We note that all resolutions were successfully passed with the requisite majority, although there was a significant vote against one resolution which is discussed in further detail below.

Resolution 8 - Re-appointment of Andrew Harrison

As announced on 13 May 2021, the resolution in respect of my re-appointment was approved at Ocado’s Annual General Meeting (“AGM”) in May 2021 with 76.97% of votes in support of the resolution. Whilst a significant majority of shareholders supported my re-election, the Company understands that the main reasons for those who did not vote in support were concerned over the level of gender diversity on the Company’s Board and the Remuneration Committee’s approach to executive remuneration.

Actions taken since the AGM

Diversity

As confirmed in our May 2021 statement, the Board recognises the importance of diversity and inclusion in the boardroom and throughout the organisation and has been focused on improving board diversity in accordance with its Board Diversity Policy. We were delighted to announce the appointment of a new director, Nadia Shouraboura, to the Board in August this year. Nadia brings an incredible array of relevant experience in supply chain and robotics technology and will be very valuable in helping to define the next steps in Ocado’s growth. Further recruitment for an additional female director with technology experience will continue to be a key focus of the Board over the forthcoming months.

Remuneration

Whilst the overall level of support from shareholders to approve the Directors’ Remuneration Report improved significantly this year compared to prior years, with 87.32% of votes in favour, the Company recognises that some shareholders remain concerned about our approach to executive remuneration. The Remuneration Committee continues to be committed to ensuring that the quantum of remuneration provided to the Executive Directors is both fair and competitive, and supports the long-term success of the business as well as long-term shareholder value. The current Directors’ Remuneration Policy, which was approved by shareholders at the 2019 AGM, is due for renewal in 2022. Since the AGM, the Remuneration Committee has completed a detailed exercise in preparing a new Remuneration Policy that supports our strategic objectives. We expect to commence a consultation process with our largest shareholders this month, to understand their views and for them to share their insights on our remuneration approach and Ocado’s revised remuneration framework. All shareholder views will be carefully considered and if needed, we will engage further once feedback is received on the proposals to be included within the proposed new Remuneration Policy to be put to shareholders at the 2022 AGM. Full details of the proposed new policy will be included in the 2021 Annual Report.

The Board remains fully committed to shareholder engagement and we welcome ongoing dialogue with all our investors on these, and indeed any other issues.

Yours sincerely

Andrew Harrison
Chair of the Remuneration Committee and Senior Independent Director

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Statement on Results of AGM 2021