WS Atkins plc: Form 8.4 (DD) - Heath Drewett

(a) Full name of discloser:

Heath Stewart Drewett

(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 Heath Stewart Drewett

(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 (WS Atkins plc)

(e) Date dealing undertaken:

15 May 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:

13,528

0.014%

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:

13,528

0.014%

N/A

N/A

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

Ordinary shares of 0.5 pence each

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

Nil cost option over 8,443 ordinary shares (representing 0.008% of WS Atkins plc's issued share capital) granted on 17/11/2014 under the Atkins Deferred Share Plan.

Vesting date: 26/06/2017.

Expiry date: 17/11/2024.

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

Ordinary shares of 0.5 pence each

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

Nil cost option over 7,130 ordinary shares (representing 0.007% of WS Atkins plc's issued share capital) granted on 25/06/2015 under the Atkins Deferred Share Plan.

Vesting date: 25/06/2018.

Expiry date: 25/06/2025.

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

Ordinary shares of 0.5 pence each

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

Nil cost option over 7,189 ordinary shares (representing 0.007% of WS Atkins plc's issued share capital) granted on 30/06/2016 under the Atkins Deferred Share Plan.

Vesting date: 30/06/2019.

Expiry date: 30/06/2026.

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

Ordinary shares of 0.5 pence each

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

Nil cost option over 20,003 ordinary shares (representing 0.020% of WS Atkins plc's issued share capital) granted on 17/11/2014 under the WS Atkins plc Long Term Incentive Plan.

Vesting date: 26/06/2017.

Expiry date: 17/11/2024.

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

Ordinary shares of 0.5 pence each

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

Nil cost option 17,330 ordinary shares (representing 0.017% of WS Atkins plc's issued share capital) granted on 25/06/2015 under the WS Atkins plc Long Term Incentive Plan. Vesting date: 25/06/2018.

Expiry date: 25/06/2025.

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

Ordinary shares of 0.5 pence each

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

Nil cost option 35,810 ordinary shares (representing 0.036% of WS Atkins plc's issued share capital) granted on 16/08/2016 under the WS Atkins plc Long Term Incentive Plan. Vesting date: 16/08/2019.

Expiry date: 16/08/2026.

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

Ordinary shares of 0.5 pence each

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

Award of 14,470 units granted on 13/08/2012 under the terms of the WS Atkins plc Long-Term Growth Unit Plan. Awards of 50% of salary granted in the form of units calculated using the preceding six month average share price at grant. On exercise, the unit value is converted into shares based on the share price at the date of exercise. The unit value on exercise is equal to the difference between the preceding six month average share price at exercise and the preceding six month average share price at grant. The average market value of a share at exercise is normally the preceding six month average share price at exercise. However, in the event of a takeover, the plan rules provide discretion to deem the offer price to be the market value of a share at exercise. Awards vest in three tranches:

(i) first vesting date has passed, options exercised;

(ii) 7,235 units on 13/08/2017; and

(iii) 7,235 units on 13/08/2018.

Expiry date: 13/08/2022.

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

Ordinary shares of 0.5 pence each

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

Award of 19,336 units granted on 24/06/2013 under the terms of the WS Atkins plc Long-Term Growth Unit Plan. Awards of 50% of salary granted in the form of units calculated using the preceding six month average share price at grant. On exercise, the unit value is converted into shares based on the share price at the date of exercise. The unit value on exercise is equal to the difference between the preceding six month average share price at exercise and the preceding six month average share price at grant. The average market value of a share at exercise is normally the preceding six month average share price at exercise. However, in the event of a takeover, the plan rules provide discretion to deem the offer price to be the market value of a share at exercise Awards vest in three tranches:

(i) 6,445 units on 24/06/2017;

(ii) 6,445 units on 24/06/2018; and

(iii) 6,446 units on 24/06/2019.

Expiry date: 24/06/2023.

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

Ordinary shares of 0.5 pence each

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

Award of 13,061 units granted on 17/11/2014 under the terms of the WS Atkins plc Long-Term Growth Unit Plan. Awards of 50% of salary granted in the form of units calculated using the preceding six month average share price at grant. On exercise, the unit value is converted into shares based on the share price at the date of exercise. The unit value on exercise is equal to the difference between the preceding six month average share price at exercise and the preceding six month average share price at grant. The average market value of a share at exercise is normally the preceding six month average share price at exercise. However, in the event of a takeover, the plan rules provide discretion to deem the offer price to be the market value of a share at exercise. Awards vest in three tranches:

(i) 4,353 units on 17/11/2018;

(ii) 4,354 units on 17/11/2019; and

(iii) 4,354 units on 17/11/2020.

Expiry date: 17/11/2024.

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

Ordinary shares of 0.5 pence each

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

Award of 13,129 units granted on 25/06/2015 under the terms of the WS Atkins plc Long-Term Growth Unit Plan. Awards of 50% of salary granted in the form of units calculated using the preceding six month average share price at grant. On exercise, the unit value is converted into shares based on the share price at the date of exercise. The unit value on exercise is equal to the difference between the preceding six month average share price at exercise and the preceding six month average share price at grant. The average market value of a share at exercise is normally the preceding six month average share price at exercise. However, in the event of a takeover, the plan rules provide discretion to deem the offer price to be the market value of a share at exercise. Awards vest in three tranches:

(i) 4,376 units on 25/06/2019;

(ii) 4,376 units on 25/06/2020; and

(iii) 4,377 units on 25/06/2021.

Expiry date: 25/06/2025.

Class of relevant security

Purchase/sale

Number of securities

Price per unit

Ordinary shares of 0.5 pence each

Purchase via the Atkins Share Incentive Plan made by Capita IRG Trustees Limited for beneficiary Heath Stewart Drewett

7

£20.870317

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)

N/A

N/A

N/A

N/A

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

16 May 2017

Richard Webster

+44(0)20 7121 2600