Director/PDMR Shareholding

NOTIFICATION OF TRANSACTIONS OF DIRECTORS, PERSONS DISCHARGING MANAGERIAL RESPONSIBILITY OR CONNECTED PERSONS

Mr. Heath Drewett, a director and a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 14 November 2014, that on 13 November 2014 in London he acquired 11,154 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options made under the Atkins Deferred Share Plan. The share price at which Mr. Drewett exercised his shares was £13.405 per ordinary share. The acquisition of 11,154 shares equated to 0.011% of the voting issued share capital.

On the same date Mr. Drewett notified the Company that on 13 November 2014 he acquired 27,480 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options made under the Atkins Long Term Incentive Plan. Of the 27,480 shares acquired, 12,916 shares were sold to meet a tax liability at a sale price of £13.405 per share. The acquisition of 27,480 shares equated to 0.027% of the voting issued share capital and the 14,564 retained shares equated to 0.015% of the voting issued share capital.

Mr. Drewett's total interest in shares following these notifications is 35,810 which equates to 0.036% of the voting issued share capital.

Mr. Drewett further notified the Company on 13 November 2013 that he has initiated the transfer of 35,082 ordinary shares of 0.5 pence each in the Company to his spouse, Mrs. Barbara Drewett.

The transfer of 35,082 shares equated to 0.035% of the voting issued share capital. The remaining shares in Mr. Drewett's total shareholding are held via the Atkins Share Incentive Plan.

This notice is given in fulfillment of the obligations under DTR 3.1.4R (1).

Rachel Doex

Company Secretarial Assistant

Telephone: +44 (0) 1372 752456

17 November 2014