Director/PDMR Shareholding

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

Mr. Heath Stewart Drewett, a director and a person discharging managerial responsibilities ("PDMR") of WS Atkins plc (the "Company"), notified the Company on 23 December 2015, that on 22 December 2015 in London, he acquired 35,559 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 ("LTIP") and the Atkins Deferred Share Plan ("DSP"). Of the 35,559 Ordinary Shares acquired, 16,713 were sold to fund the tax liability at a sale price of £15.97 each. The acquisition of 35,559 Ordinary Shares equated to 0.036% of the Company's voting issued share capital and the 18,846 retained Ordinary Shares, which will be transferred to his spouse, Mrs. Barbara Drewett, equated to 0.019% of the Company's voting issued share capital.

Mr. Drewett's total interest in shares following these notifications is 54,782 Ordinary Shares which equates to 0.055% of the Company's voting issued share capital.

Prof. Dr. Uwe Krueger, a director and a PDMR of the Company, notified the Company on 23 December 2015, that on 22 December 2015 in London, he acquired 62,368 Ordinary Shares in the Company following the exercise of nil cost options granted under the terms of the LTIP and the DSP. Of the 62,368 Ordinary Shares acquired, 12,474 were sold to partially fund a tax liability at a sale price of £15.97 each. The acquisition of 62,368 Ordinary Shares equated to 0.062% of the Company's voting issued share capital and the 49,894 retained Ordinary Shares, which will be held by Prof. Dr. Krueger via a nominee account, equated to 0.050% of the Company's voting issued share capital.

In addition, Prof. Dr. Krueger also notified the Company on 23 December 2015, that between 22 December 2015 and 23 December 2015 in London, he disposed of 60,000 Ordinary Shares in the Company at an average sale price of £16.0481 per share to finance his divorce settlement. This disposal equated to 0.060% of the Company's voting issued share capital.

Prof. Dr. Krueger's total interest in shares following these notifications is 50,637 Ordinary Shares which equates to 0.051% of the Company's voting issued share capital.

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

Richard Webster

Company Secretary

Telephone: +44 (0) 20 7121 2600

23 December 2015