Disclosure re: s430(2B) of Companies Act 2006

Disclosure pursuant to s430(2B) of the Companies Act 2006

WS Atkins plc (the "Company") announced on 27 February 2014 that Mr. Alun Griffiths would retire as an executive director and from the Company's board on 30 July 2014.

As required by section 430(2B) of the Companies Act 2006, the elements of Mr. Griffiths' remuneration, which are consequent upon his retirement and which will be paid at or following the date of his retirement, are stated below. Mr Griffiths will not receive any payment for loss of office or any other payments in relation to the cessation of his employment.

Mr. Griffiths continued to receive his remuneration including salary, pension contribution and benefit payments until 30 July 2014. The salary, pension and benefit payments have been time apportioned and will be paid on 31 July 2014.

The following arrangements will apply to Mr. Griffiths as a consequence of his retirement:

1. The annual bonus of £235,000 for the financial year ended 31 March 2014 will be paid entirely in cash on 31 July 2014.

2. A time apportioned bonus for the financial year ending 31 March 2015 will be paid in July 2015 in cash to the extent the relevant performance conditions have been met.

3. Deferred share awards over 15,570 shares made under the terms of the Atkins Deferred Share Plan ("DSP") in connection with annual bonus entitlements from prior years vested on 30 July 2014 in accordance with the DSP rules. The awards, which are structured as nil-cost options, will usually be exercisable within six months of his retirement date. Dividend equivalents accrue on these awards and are payable in cash following exercise.

4. A vested share award over 8,310 shares made under the terms of the DSP in connection with his annual bonus for the financial year ended 31 March 2011 and structured as a nil-cost option will usually be exercisable within six months of his retirement date. Dividend equivalents accrue on this award and will be payable in cash following exercise.

5. A vested share award over 20,266 shares made under the terms of the Atkins Long Term Incentive Plan ("LTIP") made on 20 June 2011 and structured as a nil-cost option will usually be exercisable within six months of his retirement date. Dividend equivalents accrue on this award and will be payable in cash following exercise.

6. Awards made under the plans set out below have been time apportioned as specified in the rules of the relevant plan. These awards remain subject to the applicable performance conditions being satisfied and the original vesting schedule.

6.1 Time apportioned awards outstanding over 43,628 shares made under the terms of the WS Atkins plc Long Term Incentive Plan. These awards are structured as nil-cost options. Dividend equivalents accrue on the awards and, subject to the performance condition being satisfied, will be payable in cash following the vesting and exercise.

6.2 Time apportioned awards outstanding over 29,106 units made under the terms of the WS Atkins plc Long-term Growth Unit plan.

Richard Webster

Company Secretary

31 July 2014

Telephone: +44 (0)20 7121 2000