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 20 July 2012, that on 19 July 2012 in London she acquired 4,200 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 4,200 shares acquired, 2,184 shares were sold to meet a tax liability at a sale price of £7.40625 per share. The acquisition of 4,200 shares equated to 0.004% of the voting issued share capital and the 2,016 retained shares equated to 0.002% of the voting issued share capital.

Ms Lipscombe-Nott's total interest in shares following this notification is 6,666 ordinary shares, representing 0.0067% 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).

Julie Vickers

Senior Assistant Company Secretary

Telephone: +44 (0) 1372 752141

20 July 2012