Director/PDMR Shareholding

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

Mr. Martin Granta person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 20 June 2012, that on 19 June 2012 in London he acquired 3,950 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options awarded under the Atkins Deferred Share Plan. Of the 3,950 shares acquired, 2,054 shares were sold to meet a tax liability at a sale price of £6.9425 per share. The acquisition of 3,950 shares equated to 0.0039% of the voting issued share capital and the 1,896 retained shares equated to 0.0019% of the voting issued share capital.

Mr. Grant's total interest in shares following this notification is 36,856 ordinary shares representing 0.037% of the voting issued share capital of WS Atkins plc. This total includes 18 shares omitted from the total interest in shares included in the announcement made for Mr. Grant on 19 June 2012, which acquisition was noted on an announcement made on 18 June 2012.

Mr. Richard Webstera person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 20 June 2012, that on 19 June 2012 in London he acquired and then sold 3,000 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options awarded under the Atkins Deferred Share Plan. The share price at which Mr. Webster exercised and sold his shares was £6.9425 per ordinary share. The acquisition of 3,000 ordinary shares equated to 0.003% of the voting issued share capital.

Mr. Webster's total interest in shares following this notification is 1,081 ordinary shares, representing 0.001% of the voting issued share capital of WS Atkins plc.

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

Rachel Hunter

Company Secretarial Assistant

Telephone: +44 (0) 1372 752456

20 June 2012