Director/PDMR Shareholding

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

WS Atkins plc (the "Company") was notified on 29 August 2014 by the Trustee of the Atkins Share Incentive Plan (the "Plan") that on 28 August 2014 in London Dr. Martin Grant, a person discharging managerial responsibilities of the Company, acquired 36 ordinary shares of 0.5 pence each in the Company at £14.029024 following the reinvestment of dividends for shares held in the Plan. This acquisition equated to 0.00004% of the voting issued share capital.

Dr. Grant's total interest in shares following this notification is 45,831 ordinary shares, representing 0.046% of the voting issued share capital of WS Atkins plc.

The Company was also notified by the Trustee of the Plan on 29 August 2014 that on 28 August 2014 in London Prof. Dr. Uwe Krueger, a director and person discharging managerial responsibilities of the Company, acquired 7 ordinary shares of 0.5 pence each in the Company at £14.029024 following the reinvestment of dividends for shares held in the Plan. This acquisition equated to 0.00001% of the voting issued share capital.

Prof. Dr. Krueger's total interests in shares following these notifications is 21,233 ordinary shares, representing 0.02% of the voting issued share capital of WS Atkins plc.

The Company was further notified on 29 August 2014 by the Trustee of the Plan that on 28 August 2014 in London Mr. Richard Webster, a person discharging managerial responsibilities of the Company, acquired 24 ordinary shares of 0.5 pence each in the Company at £14.029024 following the reinvestment of dividends for shares held in the Plan. This acquisition equated to 0.00002% of the voting issued share capital.

Mr. Webster's total interest in shares following this notification is 1,523 ordinary shares, representing 0.0015% 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 Doex

Company Secretarial Assistant

Telephone: +44 (0) 1372 752456

29 August 2014