Director/PDMR Shareholding

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

Ms. Sarah Lipscombe-Nott, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 24 June 2013, that on 21 June 2013 in London she acquired 6,413 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options made under the Atkins Deferred Share Plan. Of the 6,413 shares acquired, 3,015 shares were sold to meet a tax liability at a sale price of £9.7325 per share. The acquisition of 6,413 shares equated to 0.0064% of the voting issued share capital and the 3,398 retained shares equated to 0.0034% of the voting issued share capital.

Ms. Lipscombe-Nott's total interest in shares following this notification is 9,064 ordinary shares, representing 0.0091% of the voting issued share capital of WS Atkins plc.

Mr. Martin Grant, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 24 June 2013, that on 21 June 2013 in London he acquired 7,881 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options made under the Atkins Deferred Share Plan. Of the 7,881 shares acquired, 3,705 shares were sold to meet a tax liability at a sale price of £9.7325 per share. The acquisition of 7,881 shares equated to 0.0079% of the voting issued share capital and the 4,176 retained shares equated to 0.0042% of the voting issued share capital.

Mr. Grant's total interest in shares following this notification is 39,405 ordinary shares, representing 0.0394% of the voting issued share capital of WS Atkins plc.

Mr. Neil Thomas, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 24 June 2013, that on 21 June 2013 in London he acquired and then sold 9,814 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. Thomas exercised and sold his shares was £9.7325 per ordinary share. The acquisition of 9,814 shares equated to 0.0098% of the voting issued share capital.

Mr. Thomas' total interest in shares following this notification remains unchanged at nil.

Mr. Christopher Birdsong, a person discharging managerial responsibility of WS Atkins plc (the "Company"), notified the Company on 24 June 2013, that on 21 June 2013 he became entitled to receive a cash sum equal to the market value of 7,897 ordinary 0.5 pence shares following the vesting of award made under the terms of the Atkins Deferred Share Plan on 21 June 2010.

The market value of the Company's ordinary shares of 0.5 pence on 21 June 2013 used for the calculation was £9.735.

Mr. Birdsong's total interest in shares following this notification remains unchanged at nil.

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

25 June 2013