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 September 2014, that on 26 September 2014 in London he acquired and then sold 9,000 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 £13.16 per ordinary share. The acquisition of 9,000 ordinary shares equated to 0.009% of the voting issued share capital.

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

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

Rachel Doex

Company Secretarial Assistant

Telephone: +44 (0) 1372 752456

29 September 2014