WS Atkins plc: Form 8.4 (DD) - Alan James Cullens

(a) Full name of discloser:

Alan James Cullens

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named.

Trustee for shares held via the Atkins Share Incentive Plan: Capita IRG Trustees Limited for beneficiary Alan James Cullens

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

WS Atkins plc

(d) Status of person making the disclosure:

e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)

Person acting in concert with offeree

(e) Date dealing undertaken:

29 June 2017

(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

If it is a cash offer or possible cash offer, state "N/A"

N/A

Class of relevant security:

Ordinary shares of 0.5 pence each

Interests

Short positions

Number

%*

Number

%

(1) Relevant securities owned and/or controlled:

41,054

0.041%

N/A

N/A

(2) Cash-settled derivatives:

N/A

N/A

N/A

N/A

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

N/A

N/A

N/A

N/A

TOTAL:

41,054

0.041%

N/A

N/A

Class of relevant security in relation to which subscription right exists:

n/a

Details, including nature of the rights concerned and relevant percentages:

n/a

Class of relevant security

Purchase/sale

Number of securities

Price per unit

N/A

N/A

N/A

N/A

Class of relevant security

Purchases/ sales

Total number of securities

Highest price per unit paid/received

Lowest price per unit paid/received

N/A

N/A

N/A

N/A

N/A

Class of relevant security

Product description

e.g. CFD

Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

Number of reference securities

Price per unit

N/A

N/A

N/A

N/A

N/A

Class of relevant security

Product description e.g. call option

Writing, purchasing, selling, varying etc.

Number of securities to which option relates

Exercise price per unit

Type

e.g. American, European etc.

Expiry date

Option money paid/ received per unit

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

Class of relevant security

Product description

e.g. call option

Exercising/ exercised against

Number of securities

Exercise price per unit

N/A

N/A

N/A

N/A

N/A

Class of relevant security

Nature of dealing

e.g. subscription, conversion

Details

Price per unit (if applicable)

Ordinary shares of 0.5 pence each ("Ordinary Shares")

Exercise of nil-cost option under the Atkins Deferred Share Plan (the "DSP").

Nil-cost option over 4,161 shares was exercised in accordance with the rules of the DSP.

Nil

Ordinary Shares

Exercise of nil-cost option under the DSP.

Nil-cost option over 5,325 shares was exercised in accordance with the rules of the DSP.

Nil

Ordinary Shares

Exercise of nil-cost option under the WS Atkins plc Long Term Incentive Plan (the "LTIP").

Nil-cost option over 15,564 shares was exercised in accordance with the rules of the LTIP

Nil

Ordinary Shares

Exercise of nil-cost option under the LTIP.

Nil-cost option over 9,033 shares was exercised in accordance with the rules of the LTIP.

Nil

Ordinary Shares

Exercise of nil-cost option under the LTIP.

Nil-cost option over 6,715 shares was exercised in accordance with the rules of the LTIP.

Nil

Ordinary Shares

Exercise of units under the WS Atkins plc Long-Term Growth Unit Plan (the "LGU").

6,642 units vested and were exercised in accordance with the rules of the LGU. The value of a unit on exercise is equal to the difference between the offer price and preceding six month average share price at grant (£13.2835). The net value was settled in cash.

Nil

Ordinary Shares

Exercise of units under the WS Atkins plc LGU.

5,133 units vested and were exercised in accordance with the rules of the LGU. The value of a unit on exercise is equal to the difference between the offer price and preceding six month average share price at grant (£13.5959). The net value was settled in cash.

Nil

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer or person acting in concert making the disclosure and any other person:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer or person acting in concert making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"

None

Supplemental Form 8 (Open Positions)

No

Supplemental Form 8 (SBL)

No

30 June 2017

Richard Webster

+44(0)20 7121 2600