Director/PDMR Shareholding

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

Mr. Neil Thomas a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 29 February 2012, that on that day in London he acquired and then sold 8,653 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. Thomas exercised and sold his shares was £7.539141 per ordinary share. The acquisition of 8,653 ordinary shares equated to 0.0086% of the voting issued share capital.

Mr. Thomas' total interest in shares following this notification is 6,896 ordinary shares, representing 0.0069% 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).

Rachel Hunter

Company Secretarial Assistant

Telephone: +44 (0) 1372 752456

1 March 2012