Director/PDMR Shareholding

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

Mr. David Tonkin, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 14 February 2014, that on 13 February 2014 in London he acquired and then sold 15,000 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. David Tonkin exercised and sold his shares was £14.09 per ordinary share. The acquisition of 15,000 ordinary shares equated to 0.01498% of the voting issued share capital.

Mr. David Tonkin's total interest in shares following this notification is nil.

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

Carlie Nathan

Company Secretary Administrator

Telephone: +44 (0) 1372 752127

14 February 2014