Director/PDMR Shareholding

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

WS Atkins plc (the "Company") was notified on 31 January 2012 by the Trustee of the Atkins Share Incentive Plan (the "Plan") that on 30 January 2012 in London Dr. Martin Grant, a person discharging managerial responsibilities of the Company, acquired 22 ordinary shares of 0.5 pence each in the Company at £6.97 following the reinvestment of dividends for shares held in the Plan. This acquisition equated to 0.00002% of the voting issued share capital.

Dr. Grant's total interest in shares following this notification is 31,762 ordinary shares, representing 0.032% of the voting issued share capital of WS Atkins plc.

WS Atkins plc (the "Company") was further notified on 31 January 2012 by the Trustee of the Atkins Share Incentive Plan (the "Plan") that on 30 January 2012 in London Mr. Richard Webster, a person discharging managerial responsibilities of the Company, acquired 13 ordinary shares of 0.5 pence each in the Company at £6.97 following the reinvestment of dividends for shares held in the Plan. This acquisition equated to 0.00001% of the voting issued share capital.

Mr. Webster's total interest in shares following this notification is 995 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

31 January 2012