Director/PDMR Shareholding

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

Dr. Martin Grant, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 5 January 2015, that on 2 January 2015 in London he acquired 7,750 ordinary shares of 0.5 pence each in the Company following the exercise of nil cost options granted under the Atkins Deferred Share Plan. Of the 7,750 shares acquired, 3,651 shares were sold to meet a tax liability at a sale price of £13.474238 per share. The acquisition of 7,750 shares equated to 0.008% of the voting issued share capital and the 4,099 retained shares equated to 0.004% of the voting issued share capital.

On 5 January 2015, Dr. Grant further notified the Company that on that day in London he sold 1,000 ordinary shares of 0.5 pence each in the Company at £13.315615 per ordinary share. The disposal of 1,000 ordinary shares equated to 0.001% of the voting issued share capital.

Dr. Grant's total interest in shares following these notifications is 48,976 which equates to 0.049% of the voting issued share capital.

This notice is given in fulfillment of the obligations under DTR 3.1.4R (1).

Guy Holden

Share Plan Manager

Telephone: +44 (0) 1372 756124

6 January 2015