Director/PDMR Shareholding

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

Mr. Donald Lawson, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 12 December 2014, that on 11 December 2014 in London he acquired and then sold 8,901 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. Lawson exercised and sold his shares was £13.265 per ordinary share. The acquisition of 8,901 ordinary shares equated to 0.009% of the voting issued share capital.

Mr. Lawson's total interest in shares following this notification is 3 ordinary shares, representing 0.000003% 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).

Guy Holden

Share Plan Manager

Telephone: +44 (0) 1372 756124

12 December 2014