Director/PDMR Shareholding

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

Mr. Simon Moon, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 29 August 2014, that on 28 August 2014 in London he acquired and then sold 5,000 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options awarded under the Atkins Deferred Share Plan. The share price at which Mr. Moon exercised and sold his shares was £14.035638 per ordinary share. The acquisition of 5,000 ordinary shares equated to 0.005% of the voting issued share capital.

Mr. Moon's total interest in shares following this notification is 11,562 ordinary shares of 0.5 pence each, which represents 0.012% of the voting issued share capital.

Mr. Richard Webster, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 29 August 2014, that on 28 August 2014 in London he acquired and then sold 5,400 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options awarded under the Atkins Deferred Share Plan. The share price at which Mr. Webster exercised and sold his shares was £14.035638 per ordinary share. The acquisition of 5,400 ordinary shares equated to 0.005% of the voting issued share capital.

Mr. Webster's total interest in shares following this notification is 1,499 ordinary shares of 0.5 pence each, which represents 0.001% of the voting issued share capital.

Mrs. Anne Randall, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 29 August 2014, that on 28 August 2014 in London she acquired and then sold 2,000 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options awarded under the Atkins Deferred Share Plan. The share price at which Mrs. Randall exercised and sold her shares was £14.035638 per ordinary share. The acquisition of 2,000 ordinary shares equated to 0.002% of the voting issued share capital.

Mrs. Randall's total interest in shares following this notification is 3,616 ordinary shares of 0.5 pence each, which represents 0.004% of the voting issued share capital.

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