Director/PDMR Shareholding

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

Mr. Donald Arthur Lawson, a person discharging managerial responsibilities of WS Atkins plc (the "Company"), notified the Company on 17 February 2016, that on 16 February 2016 in London, he acquired 16,291 ordinary shares of 0.5 pence each ("Ordinary Shares") in the Company following the exercise of nil cost options granted under the terms of the WS Atkins plc Long Term Incentive Plan and the Atkins Deferred Share Plan. Of the 16,291 Ordinary Shares acquired, 7,658 were sold to fund the tax liability at a sale price of £12.20 each. The acquisition of 16,291 Ordinary Shares equated to 0.016% of the Company's voting issued share capital and the 8,633 retained Ordinary Shares equated to 0.009% of the Company's voting issued share capital.

Mr. Lawson's total interest in shares following these notifications is 8,636 Ordinary Shares which equates to 0.009% of the Company's voting issued share capital.

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

Guy Holden

Company Secretariat

Telephone: +44 (0) 1372 756124

18 February 2016