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 21 November 2013, that on 20 November 2013 in London he acquired and then sold 10,000 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. Thomas exercised and sold his shares was £13.246527 per ordinary share. The acquisition of 10,000 ordinary shares equated to 0.01% of the voting issued share capital.

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

WS Atkins plc (the "Company") was also notified on 21 November 2013 that on 19 November 2013 in London Ms Sara Lipscombe, a person discharging managerial responsibilities of the Company, sold 5,400 ordinary shares of 0.5 pence each in the Company at £12.99 per ordinary shares. The disposal of 5,400 ordinary shares equated to 0.0054% of the voting issued share capital.

Ms. Lipscombe's total interest in shares following this notification is 3,664 ordinary shares, representing 0.0037% 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).

Carlie Nathan

Company Secretarial Administrator

Telephone: +44 (0) 1372 752127

21 November 2013