Director/PDMR Shareholding

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

WS Atkins plc (the "Company") was notified on 6 September 2012 by the Trustee of the Atkins Share Incentive Plan (the "Plan") that on 4 September 2012 in London Dr. Martin Grant, a person discharging managerial responsibilities of the Company, acquired 54 ordinary shares of 0.5 pence each in the Company at £6.655 following the reinvestment of dividends for shares held in the Plan. This acquisition equated to 0.00005% of the voting issued share capital.

Dr. Grant's total interest in shares following this notification is 35,049 ordinary shares, representing 0.035% of the voting issued share capital of WS Atkins plc.

WS Atkins plc (the "Company") was further notified on 6 September 2012 by the Trustee of the Atkins Share Incentive Plan (the "Plan") that on 4 September 2012 in London Dr. Uwe Krueger, a director of the Company, acquired 2 ordinary shares of 0.5 pence each in the Company at £6.655 following the reinvestment of dividends for shares held in the Plan. This acquisition equated to 0.000002% of the voting issued share capital.

Mr. Krueger's total interest in shares following this notification is 20,091 ordinary shares, representing 0.02% of the voting issued share capital of WS Atkins plc.

WS Atkins plc (the "Company") was further notified on 6 September 2012 by the Trustee of the Atkins Share Incentive Plan (the "Plan") that on 4 September 2012 in London Mr. Richard Webster, a person discharging managerial responsibilities of the Company, acquired 34 ordinary shares of 0.5 pence each in the Company at £6.655 following the reinvestment of dividends for shares held in the Plan. This acquisition equated to 0.00003% of the voting issued share capital.

Mr. Webster's total interest in shares following this notification is 1,150 ordinary shares, representing 0.001% of the voting issued share capital of WS Atkins plc.

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

Julie Vickers

Senior Assistant Company Secretary

Telephone: +44 (0) 1372 752141

10 September 2012