2014 ESOS
means the Ocado 2014 Executive Share Option Scheme.
Active Customers
means customers who have shopped with Ocado in the previous 12 weeks.
Administrative Expenses
means all IT costs, advertising and marketing expenditure, employment costs of all head office functions, which include legal, finance, human resources, marketing and procurement, rent and other property-related costs for the head office, all fees for professional services and the depreciation, amortisation and impairment associated with head office IT equipment, software, fixtures and fittings and expenses relating to the Group's share schemes.
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.
AGM
means the Annual General Meeting of the Company, which will be held on 4 May 2016 at 11 am at Peterborough Court, 133 Fleet Street, London, EC4A 2BB.
Annual Incentive Plan or AIP
means the Executive Director 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 its subsidiaries from time to time as the context may require.
Chairman's Share Matching Award
means a one-off award of shares to Lord Rose, made in May 2013.
Cash LTIP
means the UK Corporate Governance Code published by the FRC in September 2014, as amended from time to time.
Code
means the UK Corporate Governance Code published by the FRC in September 2014, as amended from time to time.
Companies Act
means the Companies Act 2006.
Company
means Ocado Group plc, a company incorporated in England and Wales with registered number 07098618 whose registered office is at Titan Court, 3 Bishops Square, Hatfield Business Park, Hatfield, Hertfordshire, AL10 9NE.
Corporate Website
means www.ocadogroup.com.
CR
means Corporate Responsibility.
CSTM
means Customer Service Team Member, the title given to our customer facing delivery drivers.
Customer Fulfilment Centre or CFC
means a dedicated highly automated warehouse used for the operation of the business. The CFCs are: CFC1 in Hatfield, CFC2 in Dordon, CFC3 in Andover (under testing) and CFC4 in Erith (under construction).
Deloitte
means Deloitte LLP.
Directors
means the directors of the Company whose names are set out in the Board of Directors, or the directors of the Company's subsidiaries from time to time as the context may require.
Directors' Remuneration Policy
means the remuneration policy which was approved by shareholders at the 2014 annual general meeting and is set out in the Remuneration Policy Report.
Disclosure and Transparency Rules
means the disclosure rules and transparency rules made under Part VI of the Financial Services and Markets Act 2000 (as amended).
Distribution Costs
means all the costs incurred, excluding product costs, to the point of sale, usually the customer's home. This includes the payroll-related expenses for the picking, dispatch and delivery of product sold to the point of sale, the cost of making those deliveries, including fuel, tolls, maintenance of vehicles, the operating costs of the properties required for the picking, dispatch and onward delivery operations and all associated depreciation, amortisation and impairment charges, call centre costs and payment processing charges.
DPV
means deliveries per van per week.
EBITDA
means the non-GAAP measure which Ocado has defined as earnings before net finance costs, taxation, depreciation, amortisation, impairment and exceptional items.
EBT
as relating to the Income statement, means earnings before tax. As relating to share schemes, means employee benefit trust.
EBT Trustee
means the trustee from time to time of the employee benefit trust established for the purposes of the JSOS, currently Appleby Trust (Jersey) Limited.
EPS
means earning per share.
ESOS
means the HMRC-approved Ocado 2001 Executive Share Option Scheme and the Ocado 2001 Non-HMRC approved Executive Share Option Scheme.
Exceptional Items
means items that due to their material and non-recurring nature have been classified separately in order to draw them to the attention of the reader of the financial statements.
Executive Directors
means Tim Steiner, Neill Abrams, Duncan Tatton-Brown and Mark Richardson.
Fetch.co.uk
means the Group's dedicated online pet store.
Financial Period
means the 52 week period, or 53 week period where relevant, ending the closest Sunday to 30 November.
Financial Year or FY
see Financial Period.
FRC
means the Financial Reporting Council.
GAAP
means generally accepted accounting principles.
GHG
means greenhouse gas(es).
GIP
means the Growth Incentive Plan.
Gross Sales (Group)
means sales (net of returns), including charges for delivery, before deducting relevant vouchers, offers and value added tax. Gross sales also includes income received pursuant to the Morrisons agreement. Relevant vouchers and offers include money-off coupons, conditional spend vouchers and multi-buy offers, such as buy three for the price of two.
Gross Sales (Retail)
means sales of the Group's retail operation being Ocado.com, fetch.co.uk and sizzle.co.uk
Group
means Ocado Group plc, its subsidiaries, significant undertakings and affiliated companies under its control or common control.
HMRC
means Her Majesty's Revenue & Customs.
IAS
means International Accounting Standard(s).
IFRIC
means International Financial Reporting Standards Interpretations Committee.
IFRS
means International Financial Reporting Standard(s).
IGD
means the Institute of Grocery Distribution.
IP
means Intellectual Property.
ISA (UK & Ireland)
means International Standard on Auditing in the UK and Ireland.
John Lewis
means John Lewis plc, the parent company of Waitrose, incorporated in England and Wales with registered number 233462 whose registered office is at 171 Victoria Street, London, SW1E 5NN.
JSOS
means the Group's Joint Share Ownership Scheme. It comprises three issues called JSOS1, JSOS2 and JSOS3.
KPI
means key performance indicators.
KPMG
means KPMG LLP.
LIBOR
means the London Interbank Offered Rate.
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).
LPP
means Low Price Promise, the Ocado vouchering scheme which entitles customers to receive discount vouchers where their shopping basket has cost more than it would have at selected competitors.
LTIP
means the Company's Long Term Incentive Plan for Executive Directors and selected senior managers.
Management Committee
means senior management responsible for managing the day-to-day operations of the business.
MHE
means mechanical handling equipment.
MHE JVCo
means MHE JVCo Limited, a company incorporated in England and Wales with registered number 8576462, whose registered office is at Titan Court, 3 Bishops Square, Hatfield Business Park, Hatfield, Hertfordshire, AL10 9NE. MHE JVCo is jointly owned by a Group subsidiary and Morrisons.
Morrisons
means Wm Morrison Supermarkets PLC, a company incorporated in England and Wales with registered number 353949, whose registered office is at Hilmore House, Gain Lane, Bradford, West Yorkshire, BD3 7DL.
Morrisons.com
means Morrisons' online retail business.
Net Finance Costs
means finance income less finance costs. Finance income is comprised principally of bank interest and other interest. Finance costs are comprised of interest on bank loans and overdrafts, interest on finance leases and interest on other financing arrangements.
NFDC
means the Non-Food Distribution Centre in Welwyn Garden City, a dedicated highly automated warehouse used for the operation of the business.
Non-Executive Directors
means the non-executive Directors of the Company designated as such in the Board of Directors.
Notice of Meeting
means the notice of the Company's AGM.
Ocado.com
means the Group's online retail business.
Ocado Council
means the Ocado forum used to consult with our employees.
Ocado Smart Platform (or OSP)
means the end-to-end solution for operating online in the grocery market, which has been developed by the Group.
OPW
means orders per week.
Other Income
means primarily revenue for advertising services provided by Ocado to suppliers and other third parties on the Webshop, commission income and sublease payments. Other income is recognised in the period to which it relates on an accruals basis.
Participants
means eligible staff who participate in one of the Company's staff share schemes.
Prospectus
means the Company's prospectus dated 6 July 2010 prepared in connection with the Company's Admission.
PwC
means PricewaterhouseCoopers LLP, the Group's statutory auditors or the Group's advisers in respect of non-audit services.
R&D
means Research and Development.
Revenue
means online sales (net of returns) through the Webshop and Ocado on the Go, including charges for delivery, but excluding relevant vouchers, offers and value added tax. The recharge of costs to Morrisons and fees charged to Morrisons are also included in Revenue. Relevant vouchers and offers include money-off coupons, conditional spend vouchers and multi-buy offers, such as buy three for the price of two.
Shareholder
means a holder for the time being of ordinary shares in the Company.
Sharesave Scheme or SAYE Scheme
means the Ocado employee savings-related share option plan approved by HMRC. SAYE1 means the first invitations made under the scheme in 2010, SAYE2 means the second invitations made under the scheme in 2012, SAYE3 means the third invitations made under the scheme in 2013 and SAYE4 means the fourth invitations made under the scheme in 2015.
SIP
means the Share Incentive Plan.
Sizzle.co.uk
means the Group's dedicated online kitchen and dining store.
SKU
means a "stock keeping unit", that is each line of stock.
Smart Pass (previously Saving Pass)
means the Ocado pre-pay membership scheme which includes the delivery pricing scheme previously known as Delivery Pass and the discount membership scheme formerly known as Saving Pass.
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 handling of customers' orders.
Substitution
means an alternative product provided in place of the original product ordered by a customer.
TSR
means total shareholder return – the growth in value of a shareholding over a specified period, assuming that dividends are reinvested to purchase additional units of the stock.
UPH
means average units processed per labour hour.
USDAW
means the Union of Shop, Distributive and Allied Workers.
Waitrose
means Waitrose Limited, a company incorporated in England and Wales with registered number 00099405, whose registered office is at 171 Victoria Street, London, SW1E 5NN.
Webshop
means the customer facing internet-based virtual shop accessible via the website www.ocado.com, www.fetch.co.uk and www.sizzle.co.uk.