Director/PDMR Shareholding

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

Mrs Anne Randall a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 15 March 2012, that on 14 March 2012 in London she acquired and then sold 3,026 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 Mrs Randall exercised and sold her shares was £7.939189 per ordinary share. The acquisition of 3,026 ordinary shares equated to 0.003% of the voting issued share capital.

Mrs Randall's' total interest in shares following this notification is 3,616 ordinary shares, representing 0.004% 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

15 March 2012