Director/PDMR Shareholding

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

Dr. Martin Grant, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 15 January 2016, that on 14 January 2016 in London, he acquired 15,718 ordinary shares of 0.5 pence each ("Ordinary Shares") in the Company following the exercise of nil cost options granted under the terms of the WS Atkins plc Long Term Incentive Plan and the Atkins Deferred Share Plan. Of the 15,718 Ordinary Shares acquired, 7,389 were sold to fund the tax liability at a sale price of £15.28 each. The acquisition of 15,718 Ordinary Shares equated to 0.016% of the Company's voting issued share capital and the 8,329 retained Ordinary Shares equated to 0.008% of the Company's voting issued share capital.

In addition, Dr. Grant also notified the Company on 15 January 2016, that on 15 January 2016 in London, he disposed of 1,200 Ordinary Shares in the Company at a sale price of £14.9575 per share. This disposal equated to 0.001% of the Company's voting issued share capital.

Dr. Grant's total interest in shares following these notifications is 56,310 Ordinary Shares which equates to 0.056% of the Company's voting issued share capital.

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

Guy Holden

Company Secretariat

Telephone: +44 (0) 1372 756124

18 January 2016