Sanford C. Bernstein SDC 2010 A pure play growth opportunity

Andrew Bracey Chief Financial Officer

22 September 2010 Forward-Looking Statements Disclaimer

This presentation may include oral and written “forward-looking statements” with respect to certain of Ocado’s plans and its current goals and expectations relating to its future financial condition, performance and results. These forward-looking statements sometimes use words such as anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’ or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which may be beyond Ocado’s control, including, among other things, UK domestic and global economic and business conditions, market- related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, the possible effects of inflation or deflation, the timing impact and other uncertainties relating to acquisitions by and relating to other future acquisitions or combinations within relevant industries, the impact of tax and other legislation and regulations in the jurisdictions in which Ocado and its affiliates operate, as well as the other risks and uncertainties set forth in our IPO prospectus released on 6 July 2010. As a result, Ocado’s actual future financial condition, performance and results may differ materially from the plans, goals and expectations set forth in Ocado’s forward-looking statements, and persons receiving this presentation should not place undue reliance on forward-looking statements Ocado undertakes no obligation to update the forward-looking statements made in this presentation or any other forward-looking statements we may make. Forward-looking statements made in this presentation are current only as of the date on which such statements are made.

2 Ocado overview

Highlights Gross Sales

• Ocado is an internet grocery operation with a (£m) (£m) market leading customer offering – Largest dedicated online in the world by sales – Fastest growing major grocery retailer in the UK

EBITDA (£m) (9.5) 2.2 9.2 • Ocado offers delivery of over 20,000 grocery products to customers from a single, highly Award winning customer proposition automated, 295,000 sq ft warehouse with no shops • Over 240,000 active customers – Scalable business model • Over 100,000 orders per week – Picks c.1 million items in CFC every day • 99.4% of items delivered exactly as ordered – Margin potential exceeds store-based • 97.6% of deliveries on time or early competitors • 95% product availability for next day delivery – Allows Ocado to guarantee freshness and quality of its groceries – Product mix: c.55% of products sold ambient, 40% chilled and 5% frozen Grocer Gold Awards – The Favourite Online Online Retailer of the Year Supermarket in Customer Survey 2005, 2007, 2009 & 2010 2009 & 2010 nominated for Green Retailer of the Year 2009 Online Retailer of the Year at 2010 Consumer Awards

3 Agenda

Significant market opportunity

Market leading proposition

Capacity to serve the market

4 Grocery is the largest UK retail market, with only a fraction online

UK Retail Sales by Sector (2009E)1, £bn UK Retail Online Penetration (2009E)1

Grocery 146 Music & Video 48%

Clothing & Footwear 41 Electricals 24%

Electricals 23 Homewares 9%

Health & Beauty 17 Clothing & Footwear 7%

DIY & Gardening 14 Book, news & stationery 6%

Furniture & Furniture & 13 4% Floorcoverings Floorcoverings

Homewares 11 DIY & Gardening 4%

Book, news & stationery 10 Health & Beauty 3%

Music & Video 5 Grocery 2%

1 Third party estimates

5 Online grocery has shown substantial growth – expected to continue

UK Online Grocery Sales (2007-14F), £bn1 The Potential Opportunity

• Estimates of the online grocery market’s current size range from £2.8bn to £5.3bn

• IGD predicts the market is likely to grow at a CAGR of over 14% in the next 5 years

• Estimates of longer term online penetration vary; with up to c.40% predicted

Implied Total Online Grocery Sales (2025)

1 Third party estimates

6 The online opportunity – driven by the improving online proposition Late Online Drivers Total UK Grocery Market • Price • Range • Availability • Freshness • Quality AdopterProfile

Increasing adoption over time over adoption Increasing • Ease of use • Time • Reliability Early % of shoppers for whom is more appropriate • Information

As the online proposition improves over time more of the market 0% becomes addressable 100%

7 Customer demographics broaden as the market matures

Socio-Economic Group Evolution (2009 Customer Survey1), by Household Income £kpa

12% 20% 21% 27% 24% Over £100k 35% 25%

28% 33% 28% £60-100K 33% 26% 27% £40-60K 28% 25% 27% 18% 21%

36% Less than £40k 23% 21% 18% 22% 21%

2004 2005 2006 2007 2008 2009

1 Based on a September 2009 survey of 2,232 Ocado customers

8 As the channel develops consumers change their behaviour, spending more on each shop

Average Spend Per Basket (£), by Number of Shops1

130

120

110

100 Average Spend Per Basket (£) Spend Average 90

80

0 10 20 Number of Shops 30 40 50

1 Chart shows average spend per basket (excluding delivery charge) across all Ocado orders, grouped by how many orders each customer had made previously

9 Mobile device checkouts up over 40% in 4 months

Checkouts on Mobile Devices, by Month1

150

125 1

100 Indexed Scale Indexed

75

50 April 2010 May 2010 June 2010 July 2010 August 2010

1 Figures indexed to mobile checkouts as a percentage of total checkouts in April 2010

10 Penetration limits have not yet been reached, with Ocado regularly serving over 5% of households in certain areas

Unique Households Shopping Weekly With Ocado

10.0% Postcode Av. Weekly % Used Order Sector Penetration Ocado in Growth (P1-6 2010)1 FY092 (FY08- FY09)3

7.5% Area 1 8.6% 26.8% 23%

Area 2 7.8% 26.8% 19%

5.0% Area 3 7.1% 23.0% 30%

Area 4 7.1% 22.8% 19%

2.5% Area 5 6.4% 22.3% 15%

Area 6 5.7% 17.6% 20%

Area 7 5.7% 17.8% 22% 0.0% FY03 FY04 FY05 FY06 FY07 FY08 FY09 YTD10 Area 8 5.4% 19.8% 28%

1 Weekly penetration by postcode sector, averaged over P1-6 2010 2 % of customers in a given postcode sector that shopped with Ocado in 2009 3 Growth in average number of customer orders per week from 2008 to 2009

11 Agenda

Significant market opportunity

Market leading proposition

Capacity to serve the market

12 Ocado has a unique approach to address the online opportunity

Ocado Store Picked Model (both in-store and online)

Waitrose Direct Regional Suppliers Suppliers Distribution Centre

c.85% c.15% Regional Regional Regional Distribution Distribution Distribution Ocado Warehouse Centre Centre Centre (Hatfield)

Store Store Store Store

Customers Customers

• Improved availability • Inferior availability Customer • Improves freshness • Lost time and freshness of product Proposition • Wide range • Range of products available limited

• Lower wastage (c.0.6%) • Duplicate unpacking / sorting / shelf stacking at incremental cost Cost • No property costs of store network • Store wages comprise significant portion of costs Efficiency • More efficient use of capital • Significant cost to build new store

13 Unique approach – enabled by proprietary IP

IP Overview

• Model difficult to replicate; requires technical expertise, considerable time and significant investment • Business controlled using proprietary software written by Ocado • Warehouse highly customised after many years of iterations with purpose-built machinery and bespoke code

Fully Integrated Bespoke IT System

Website Interface CFC Spoke Vans and Routing Last Mile Delivery

Custom checkouts Smart Warehouse Double Decker trucks Van availability algorithms CSTM mobile device interface Control System

14 Unique approach – market leading proposition

Customer Proposition Ranking¹ How Ocado Delivers

• Over 20,000 SKUs Wide Range N/A • More than most supermarket stores Product Offering Quality • Structural advantages allow Ocado to guarantee freshness & Freshness #1 and use-by dates

Joint w ith • Tesco Price Match Price Value for Money and Sainsbury’s • Ocado own proposition

Accuracy & • 99.4% fulfilment accuracy given structural advantages2 Availability #1

Customer Delivery Service • 97.6% of orders delivered on time or early3 Service #1

User-Friendly • Unique functionality Interface #1

1 Sources: Which? Jun-2009 2 Fulfilment accuracy and product availability shown are for the FYE 2009 3 % of orders delivered on time or early during the week ending 16 May 2010, Ocado’s first 100k order week

15 Ocado innovates – improving the proposition

Range1 12k 16k 20k 23k

Product Offering

Price

Customer Service

1 12k SKUs as at year end November 2007. 16k SKUs as at year end November 2008. 20k SKUs as at year end November 2009. Target of 23k SKUs by the end of 2010

16 Continues with the launch of “Switch and Save”…

“Switch and Save” Beta Launched in August 2010

17 17 … and a new website

5th Version of Webshop To Be Launched by End of 2010

18 Improving proposition driving acceleration in sales growth and associated EBITDA

Gross Sales, £m

427

341 291 246 189

FY07 FY08 FY09 P1-6 2009 P1-6 2010

EBITDA, £m

9.2 8.0

2.2 2.8

FY07 FY08 FY09 P1-6 2009 P1-6 2010

-9.5 Incremental EBITDA margin of 8.1% in 2009 and 9.1% in P1-6 2010

19 Agenda

Significant market opportunity

Market leading proposition

Capacity to serve the market

20 Ocado’s growth continues

Average Weekly Orders Per 4 Week Period

Jan 2002 Sept 2010

21 Ocado is fully funded to increase the sales capacity of the current facility to £1bn

CFC1 Capex – Fully Funded

• Capex spend plans of c.£80m on CFC1

• This will increase capacity in stages from c.105k orders per week to 180k orders per week

– Increase from 105k to 150k orders per week (c.£850m sales pa) – c.£30m investment

– Increase from 150k to 180k orders per week (c.£1bn sales pa) – c.£50m investment to utilise free space and upgrade existing machinery

• This capex spend will also increase productivity in the CFC by removing the need for some of the less automated tasks (eg trolley pick), therefore improving margins

22 … and to build a new facility with sales capacity of another £1bn

CFC2 Capex – Fully Funded

• Potential new sites identified in the Midlands

• Expected to be operational by the end of 2012 at the earliest assuming construction commences in Q1 2011

• Facility with sales capacity of c.£1bn is expected to cost c.£210m – Land, construction of the building and internal fit-out (c. £90m) – Material Handling Equipment (“MHE”) (c. £120m at €/£ exchange rate of 1.1)

• Material handling equipment to be best of breed of current design, leading to higher productivity levels

• Capex to sales of c.25% - materially more efficient than most

• Limited impact on margins expected at opening – Fixed costs will be similar to those of CFC1, but with no rent – Minimal increase in central costs – Reduced picking costs due to best of breed equipment and improved layout – Reduction in trunking costs

23 Innovation and increasing scale have already led to increased productivity

CFC Productivity, Units Per Labour Hour Delivery Productivity, Drops Per Van Per Week

180 175

131 124 123 121 114 106 95 99

FY07 FY08 FY09 P1-6 2010 Long-Term FY07 FY08 FY09 P1-6 2010 Long-Term Target Target

24 Considerable operational leverage and margin potential % of gross sales FY08 FY09 Potential Gross Profit(5) 30.2% 28.8% Other Income(5) 0.6% 0.7% • Implied potential incremental EBITDA margin of 4.1%(2) (CFC1 only) CFC Costs (10.5%) (9.2%) (5.1%) – Assuming average orders increase to 180k per week(1) (exc. Depreciation) – Assuming Ocado reaches its long term UPH productivity target

Trunking & Delivery • Implied potential incremental EBITDA margin of 3.7%(3) (CFC1 only) Costs (13%) (12%) (8.3%) – Assuming average orders increase to 180k per week(1) (exc. Depreciation) – Assuming Ocado reaches its long term UPH productivity target

Administration • Implied potential incremental EBITDA margin of 2.5%(4) (CFC1 only) Expenses (4.7%) (4.2%) (1.7%) – Assuming average orders increase to 180k per week(1) (exc. Depreciation) – Assuming administrative expenses remain at c.£18 million pa Marketing(5) (1.2%) (0.9%) Other Costs(5) (0.9%) (0.7%) EBITDA 0.6% 2.1% 12% Margin potential significantly above bricks and mortar online grocery retailers

1 Assumes CFC1 running at max. theoretical capacity of 180k orders per week (equivalent to a 154% increase from 2009 orders per week) and no additional CFCs 2 Variable CFC labour costs as a % of sales (57% of total CFC costs exc. depreciation) decreases by 31% due to 45% increase in productivity: (1-1/(1+45%)) = 31% Fixed CFC costs as a % of sales (43% of total CFC costs exc. depreciation) decrease by 61% due to 154% increase in scale: (1-1/(1+154%)) = 61% 3 Trunking & Delivery costs as a % of sales decrease by 31% due to a 45% increase in delivery efficiency: (1-1/(1+45%)) = 31% 4 Administrative expenses as a % of sales decrease by 61% due to a 154% increase in scale: (1-1/(1+154%)) = 61% 5 Increases in scale alone is not expected to have a material impact on the development of these line items. Gross profit is subject to, inter alia, the revised sourcing fee under the new contract with and targeted increase in own-label sales. No prediction of the future development of gross profit can therefore be made

25 Summary

• Significant market potential

• Market leading proposition driven by unique IP

• Funded plans to more than triple today’s capacity

• Operational leverage leading to substantial margin opportunity

• Significant opportunities beyond UK grocery

26