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Delivering the Best Platform for Online Grocery

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Delivering the Ocado Group plc Group Ocado best platform Annual Report and Accounts and Accounts Annual Report for online grocery for the 52 weeks ended 29 November 2015 for www.ocadogroup.com Stock code: OCDO code: Stock Ocado Group plc Annual Report and Accounts www.ocadogroup.com for the 52 weeks ended 29 November 2015 Stock code: OCDO slugline Who? Ocado was established in the UK over 15 years ago and listed on the London Stock Exchange in July 2010. We are the world’s largest dedicated online grocery retailer with over 500,000 active customers shopping with us today. Our objective is to provide our customers with the best shopping experience in terms of service, range and price, which builds a strong business and delivers long term value for our shareholders. How? We have developed a unique end- to-end operating solution for online grocery retail based on proprietary technology and IP, suitable for operating our own business and those of our commercial partners. Why? The world is changing fast, driven by different shopping habits and ever more advanced technology for the consumer. Grocery is the largest of all retail segments and is moving online. Moreover, the rapid growth of shopping using mobile devices opens new opportunities. We are well positioned to take advantage of these long-term structural trends for the benefit of our customers, partners and shareholders. Why People Invest In Us Largest dedicated Significant market online grocery opportunity supermarket in in grocery, the the world largest retail segment More information on More information on pages 14 & 15 1 pages 14 & 15 2 Ideally positioned Proprietary to benefit from intellectual continuing property creating channel shift to significant online competitive advantages More information on More information on pages 10 & 11 3 pages 20 to 23 4 Superior Operating model customer offering gives structural with leading advantages service, range and price proposition More information on More information on pages 18 & 19 5 pages 8 & 9 6 Operational leverage Commercialising and virtuous intellectual cycle of growth property offering and investment significant value expanding margins creation from platform business More information on More information on pages 12 & 13 7 pages 21 to 23 8 Proven Actively management promoting team driving responsible strategy and business execution behaviour More information on More information on pages 50 & 51 9 pages 4210 to 47 Our Brands Our Vision Mission Statement Delivering the world’s most advanced end-to-end online solution, using it to power our retail businesses and those Both our corporate identity and our core 2 grocery brand used for our shop and of our commercial partners. own-label products. Strategic Objectives To continually develop and utilise our unique intellectual property, drive growth and maximise our efficiency to 4 deliver long-term shareholder value. Our Beliefs End-to-end online grocery platform solution. 6 Learn from yesterday, deliver today, innovate Our dedicated kitchen Our dedicated pet store. 8 and dining store. for tomorrow.” slugline Stock Code: OCDO www.ocadogroup.com Overview Contents What’s Inside Overview Our Financials 1. Chief Executive Officer Q&A 03 Independent Auditors’ Report (Group) 120 2. Chairman’s Statement 04 Consolidated Income Statement 127 Our Retail Operating Model Consolidated Statement of An introduction to our retail operating model Comprehensive Income 128 and the benefits it offers. Strategic Report Our Retail Operating Model 08 Consolidated Balance Sheet 129 Read more about Our Business Operating Model on 3. pages 8 and 9 4. Our Capabilities and Ocado Smart Consolidated Statement of Platform 10 Changes in Equity 130 Ocado Smart Platform 5. Our Business Model and Partners 12 Consolidated Statement of Learn about Ocado Smart Platform, what it is 6. Our Marketplace 14 Cash Flows 131 and what its applications are 7. Our Strategy 16 Notes to the Consolidated Financial Read more about the Ocado Smart Platform on pages 10 and 11 8. Chief Executive Officer’s Review 24 Statements 132 9. Chief Finance Officer’s Review 30 Independent Auditors’ Report Our Business Model 10. Key Performance Indicators 36 (Company) 175 An overview of our economic business model for 11. How We Manage Our Risks 38 Company Balance Sheet 177 our retail operations and intellectual property. 12. Corporate Responsibility 42 Company Statement of Cash Flows 178 13. Our People 46 Company Statement of Changes in Read more about Our Business Model on pages 12 and 13 Equity 179 Governance Notes to the Company Financial Our Strategy 14. Board of Directors 50 Statements 180 An explanation of our strategic objectives for 15. Chairman’s Governance Introduction 52 generating long term shareholder value. 16. Statement of Corporate Governance 54 Shareholder Information Read more about Our Strategy on pages 16 and 17 17. Audit Committee Report 63 Glossary 192 18. Nomination Committee Report 68 Five Year Summary 194 19. Directors’ Report 70 Financial Calendar 195 Company Information 195 Directors’ Remuneration Report 20. Directors’ Remuneration Report 80 Annual Statement from the Remuneration Committee Chairman 80 Description of the Remuneration Committee 82 Remuneration Policy Report 84 Annual Report on Remuneration — 2015 99 Annual Report on Remuneration — Implementation of Policy for 2016 115 Getting Around the Report View more information within the Annual Report View more information online at ocadogroup.com 01 slugline Overview Ocado Group plc Annual Report and Accounts for the 52 weeks ended 29 November 2015 Our Progress in 2015 On Time or Early (%) Order Accuracy (%) CFC Efficiency (UPH) Service Delivery (DPV/Week) 95.3% 99.3% 155 166 2012: 98.0% 2012: 152 2013: 160 2014: 163 2015: 166 2013: 99.0% 2014: 99.3% 2015: 99.3% 2012: 121 2013: 135 2014: 145 2015: 155 2012: 92.7% 2013: 95.2% 2014: 95.3% 2015: 95.3% Group Sales (£m) Retail Sales (£m) EBITDA (£m) Net Assets (£m) 1,204 1,116 81.5 242 2012: 719 2013: 852 2014: 1,027 2015: 1,204 2012: 35 2013: 46 2014: 72 2015: 82 2012: 208 2013: 202 2014: 218 2015: 242 2012: 719 2013: 843 2014: 972 2015: 1,116 Operational & Strategic Highlights Financial Highlights • Industry leading service levels maintained with 95.3% on time • Gross sales (Group) up 17.2% to £1,202.9m deliveries and 99.3% order accuracy • Gross sales (Retail) up 14.7% to £1,115.7m • Range at Ocado.com broadened to 47,000 SKUs • Active customers increased to over 500,000 • Revenue up 16.7% to £1,107.6m • Average order size on Ocado.com declined by 1.3% to £111.15 • EBITDA up 13.8% to £81.5m • Mature CFC efficiency improved to 155 units per hour • Profit before tax of £11.9m (2014: £7.2m) • Delivery performance increased to 166 deliveries per van per week • Our first commercial customer, Morrisons.com, progressing well • Advanced discussions to use Ocado Smart Platform for Read the Chairman’s Statement on pages 4 and 5 international retailers • Developed new IP, with multiple patent applications filed 02 slugline Stock Code: OCDO www.ocadogroup.com Overview 1. Chief Executive Officer Q&A Q: 2015 was described by many as challenging Our fourth CFC in Erith in South East London is Tim Steiner for the UK grocery industry. To what extent also progressing well. The property developer was Ocado affected by industry conditions commenced works at the site in 2015 and we Chief Executive Officer and what actions have you taken to navigate expect to start our own works at the site later this environment successfully? Do you see this year, in line with the scheduled plan to conditions improving? commence operations by the end of 2017. The Erith CFC will add over 200,000 orders per week (or A: Price competition and deflationary pressures approximately £1.2 billion in annual sales when at have created a tough environment for grocery full scale) and, like the Andover CFC, it will use our retailers, intensified by cost inflation. We do not proprietary fulfilment solution. expect this bleak combination to change quickly. We continue to manage and monitor our future While Ocado is not immune to these external capacity requirements carefully to ensure market pressures, particularly as we adopt a price there is sufficient capacity available to meet following policy (our price comparison currently our continuing ambitious growth plans. The matches against the biggest competitor, Tesco), modularity and scalability of our infrastructure our range helps mitigate the impact. We offer a equipment solution adds significant flexibility to wider product assortment than our competitors, the capacity planning for our retail business and and we have a great number of products that are We will continue to for that of our future platform partners. not sold by other retailers and hence not subject focus on improving our to the same pricing pressures. Q: Please outline your international aspirations Can you give us a flavour of your future Furthermore, we continue to grow sales and order proposition to customers ambitions outside the UK and should we volumes, which has a positive impact on our expect to see deals in 2016? — the more they love operational cost efficiencies and helps mitigate the impact on gross margin. A: We plan to work with international retail shopping with us, the partners with our Ocado Smart Platform solution. We will continue to focus on improving our Ocado Smart Platform is an enabling platform proposition to customers - the more they love more they will shop that provides the end-to-end solutions needed shopping with us, the more they will shop with to run online businesses covering e-commerce, with us . .” us - and this growth should support improving fulfilment and distribution activities. It is efficiencies across the business, further underpinned by our expertise and experience as a strengthening our position.
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