Rule 2.9 Announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

5 April 2017

WS Atkins plc ("Atkins")

Rule 2.9 Announcement - Relevant Securities in Issue

In accordance with Rule 2.9 of the Takeover Code, Atkins confirms that as at 4 April 2017, it had 100,110,799 ordinary shares (excluding 4,341,000 ordinary shares held in treasury) of 0.5 pence each in issue and admitted to trading on the London Stock Exchange. The International Securities Identification Number (ISIN) for the ordinary shares is GB0000608009.

Atkins has a sponsored American Depositary Receipt ("ADR") programme for which JPMorgan Chase Bank N.A. acts as Depositary. Each ADR represents one Atkins ordinary share of 0.5 pence each. The trading symbol for these securities is WATKY, and the ISIN is US92935U1007.

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