13 June 2012

Dear Shareholder

2012 Annual General Meeting

Please find attached the details of our Annual General Meeting (‘AGM’) which we are holding at the Lincoln Centre, 18 Lincoln’s Inn Fields, London WC2A 3ED on Wednesday 1 August 2012 at 1100. The formal Notice of Meeting is set out on pages 1 to 6 of this document.

We have decided to move the location of the AGM to reflect the move of executive management to our office in Euston Tower, London within the last year. The date of our AGM has also been brought forward to enable it to be held on the same day as the release of our interim management statement to be made in connection with first quarter trading. We have also moved the time of the meeting and provided enhanced information regarding travel options to help shareholders with their journeys to the AGM due to the fact that the date coincides with the London 2012 Olympic and Paralympic Games.

The Board considers that all the resolutions to be put to the meeting are in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote in favour of them, as the directors intend to do in respect of their own beneficial holdings.

If you would like to vote on the resolutions but cannot attend the AGM, please register your proxy appointment and voting instructions in one of the following ways:

•By lodging your instructions online at www.myatkinsshares.com. To do this you will need your investor code, which is shown on your share certificate. You can do this whether or not you have previously signed up for e-communications.

•By filling in the proxy form sent to you with this Notice of Meeting and returning it to our registrar as soon as possible.• If you are a CREST member, by submitting a CREST message. Please see the ‘Important information’ section at the back

of the Notice of Meeting for further details.

All proxy appointments and instructions, by whichever method you choose, must be received by our registrar by 1100 on Monday 30 July 2012.

If you appoint a proxy this will not prevent you from attending and voting at the AGM in person, should you choose to do so.

Remuneration reviewA separate letter to shareholders from Raj Rajagopal, the chairman of the Company’s Remuneration Committee, is enclosed. This provides some background information regarding certain resolutions to be proposed at the AGM in relation to proposed new share plans following a comprehensive review of remuneration undertaken by the Committee.

VotingLast year we introduced voting by poll rather than on a show of hands. This was to bring the Company in line with best practice and allows all shareholders, present in person or by proxy, to vote on all resolutions in proportion to their shareholding. We believe that this is the fairest approach to voting and will ensure an exact and definitive result. This year I will once again call a poll for all resolutions considered at the AGM.

Yours sincerely

Allan CookChairman

13 June 2012

Dear Shareholder

Approval of the Long Term Incentive Plan and the Long-term Growth Unit plan in the context of a review of executive remuneration

During the year the Committee has undertaken a comprehensive review of remuneration. We signalled our intention to undertake this review in last year’s Remuneration Report, against a background of having made no significant changes to our remuneration framework since 2006.

We undertook the review starting from first principles. Our objective was to ensure that the new framework fully supports the implementation of our strategy following the appointment of our new chief executive officer. We are not increasing quantum.

As part of the review we undertook an extensive consultation with key shareholders and representative bodies. The feedback we have received has been important in shaping the new framework. We are committed to an ongoing dialogue with shareholders and are pleased with the broad support we have received to date from our largest shareholders.

This letter provides you with an overview of the conclusions of the review in relation to the long term incentive arrangements, as context for resolutions 19 and 20. The Remuneration Report provides further background to the review and our total remuneration policy.

Review of long term incentive policyThe Committee carefully considered long term incentives from first principles and concluded that the new framework should provide an element of reward that acted as an incentive to management to deliver long term performance and that it should be built around two performance measures, both simple and fundamentally aligned to the creation of shareholder value:

1. Growth in EPS This was identified as the primary metric for measuring the delivery of our growth objective over the medium to long term.

2. Sustained growth in the share price This ensures alignment between executive reward and sustained share price growth over the long term, representing the ultimate measure of performance for our shareholders.

Based on the above, we propose to re-balance our long term incentives as follows:

•A reduction in the size of annual Long Term Incentive Plan (LTIP) awards from 100% to 75% of salary. Awards will be based on stretching EPS targets, requiring growth of 12% per annum for maximum vesting. This will be our primary long term incentive vehicle, reflecting the importance of EPS growth to our strategy.

•The introduction of a new share plan, the Long-term Growth Unit plan (LGU), focused on sustained share price growth over four, five and six years.

Long term incentive framework

Performance measure EPS Share price growth

Delivery mechanism LTIP LGU

Vesting period 3 years 4, 5 and 6 years

The broad overall quantum of long term incentives is not increasing. The expected value of an LTIP award of 75% and the new LGU award will be broadly equivalent to the expected value of our old policy of awards of 100% of salary under the existing LTIP.

In terms of total remuneration, there will be no increases to salaries or incentive quantum for executive directors.

As part of these proposals we are also taking the opportunity to introduce malus provisions across all our executive share plans. Implementation of the policy – shareholder approval for share plansTo enable us to implement the above changes we are seeking approval for share plans as follows:

• New Long Term Incentive Plan. The changes to the LTIP will be effected via the adoption of a new Long Term Incentive Plan rather than an amendment to the existing scheme. This reflects that our current LTIP scheme rules were first implemented in 1997, with a number of subsequent shareholder approved amendments over the years. Taking into account that our LTIP will expire next year, the Committee considered that the adoption of a new plan would be appropriate. The terms of the LTIP are substantially the same as the existing LTIP, except as described below, and are in line with best practice provisions.

•New Long-term Growth Unit plan. This is the new plan to provide for awards of units which deliver value based on a sustained increase in the Atkins share price over a long term horizon.

More detail on the two plans is provided below and in the appendices to the Notice of Meeting.

Changes to the Long Term Incentive Plan (LTIP)The LTIP award policy will be reduced from 100% of salary to 75% of salary. The Committee intends to apply this award policy for the foreseeable future.

The proposed EPS targets are 5% per annum for threshold and 12% per annum for maximum vesting. The Committee believes that these EPS targets are appropriate and stretching in the current environment. The link to the UK Retail Prices Index has been removed to reflect the Group’s international focus and the level of threshold vesting under the LTIP has been reduced from 30% to 25%. This equates to 18.75% of salary. As part of the review, the Committee has also developed a number of additional safeguard checks relating to cash conversion, acquisitions and inflation.

The individual limit under the LTIP will remain at the current level of 150% of salary. However, this individual limit will reduce to 125% of salary where the maximum award of a face value of 50% of salary is made under the Long-term Growth Unit plan. This is to maintain a broadly equivalent value for the individual limit (recognising that the face value of the LTIP and LGU, as a percentage of salary, is not a like-for-like comparison).

Long-term Growth Unit plan (LGU)The Committee believes that it is important to have an element of the long term incentive directly linked to sustainable long term increases in share price. On this basis, the Committee developed the LGU.

The basic concept behind the LGU is simple: it delivers value based on the long term growth in Atkins’ share price. LGU awards provide no value if the share price does not increase on a sustained basis. Therefore it is directly aligned with the value delivered for our shareholders.

The awards are intended to create a sense of ownership and participation in the long term performance of our shares, as we seek to retain the people we need to deliver our strategy over the coming years. They therefore vest over a longer time period than the LTIP and most conventional long term incentive plans.

The key features of the LGU are as follows:

•Awards to executive directors would have a maximum face value of 50% of salary and an expected value of around 10% of salary. Award levels will be much more modest than under the LTIP. To provide an indication of quantum, for a maximum award and sustained share price performance of 10% per annum over four, five and six years, an LGU award would deliver a value of approximately 30% of salary.

•The awards vest in three equal tranches on the fourth, fifth and sixth anniversaries of grant.• The vesting of each tranche will be subject to the Committee’s determination that share price performance over the period is

suitably underpinned by the underlying financial performance of the Group over the period and progress against its strategy, which may include margin, expansion of international revenues and organic growth.

•Following vesting, the units can be exercised at the discretion of the participant.• On exercise, the value of each unit is equal to the difference between the six month average share price at exercise and

the six month average share price at grant. This value is delivered in the form of Atkins shares.•No more than 50% of any award can be exercised in any rolling 12 month period.•There will be no entitlement to dividends; participants will benefit from capital growth only.•Awards are subject to malus provisions.

The principal features of the LTIP and LGU are set out in the appendices to the Notice of Meeting. The Committee considers that these plans are aligned to Atkins’ strategy and are appropriate for our business. I very much hope you will support the proposals.

Yours sincerely

Dr Raj RajagopalChairman of the Remuneration Committee

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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.IF YOU ARE IN ANY DOUBT AS TO ANY ASPECT OF THE PROPOSALS REFERRED TO IN THIS DOCUMENT OR AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD SEEK YOUR OWN ADVICE FROM A STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER PROFESSIONAL ADVISER.

IF YOU HAVE SOLD OR OTHERWISE TRANSFERRED ALL OF YOUR SHARES, PLEASE PASS THIS DOCUMENT TOGETHER WITH THE ACCOMPANYING DOCUMENTS TO THE PURCHASER OR TRANSFEREE, OR TO THE PERSON WHO ARRANGED THE SALE OR TRANSFER, SO THEY CAN PASS THESE DOCUMENTS TO THE PERSON WHO NOW HOLDS THE SHARES.

Notice of MeetingThis year’s Annual General Meeting (‘AGM’) will be held at the Lincoln Centre, 18 Lincoln’s Inn Fields, London WC2A 3ED on Wednesday 1 August at 1100. You will be asked to consider and pass the resolutions below. Resolutions 21 to 23 (inclusive) will be proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. All other resolutions will be proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution.

Ordinary resolutions

Resolution 1: Annual Report and AccountsTo receive the annual report and accounts of WS Atkins plc (the ‘Company’) for the financial year ended 31 March 2012 together with the reports of the directors and auditor.

The directors must present their annual report and accounts (the ‘Annual Report’) for the financial year ended 31 March 2012 to shareholders at the AGM.

Resolution 2: Directors’ Remuneration ReportTo approve the directors’ Remuneration Report for the financial year ended 31 March 2012.

In accordance with section 439 of the Companies Act 2006 (the ‘2006 Act’), the Board has presented its directors’ remuneration report (the ‘Remuneration Report’) to shareholders in the Annual Report.

The Remuneration Report, which may be found in the Annual Report (pages 73 to 93), gives details of the directors’ remuneration for the year ended 31 March 2012 and sets out the Company’s overall policy on directors’ remuneration. The Company’s independent auditor, PricewaterhouseCoopers LLP, has audited those parts of the Remuneration Report capable of being audited and its report may be found in the Annual Report (page 94).

The Board considers that appropriate executive remuneration plays a vital part in helping to achieve the Company’s overall objectives and, accordingly, is proposing the approval of new share plans following a comprehensive review of remuneration by the Remuneration Committee during the year. In compliance with the 2006 Act, shareholders will be invited to approve the Remuneration Report. The vote is advisory only, however, and the directors’ entitlement to remuneration is not conditional on this resolution being passed.

Resolution 3: Corporate Responsibility ReviewTo receive and consider the Corporate Responsibility Review contained within the annual report and accounts for the year ended 31 March 2012.

This resolution seeks an advisory vote on the Company’s annual Corporate Responsibility Review, which may be found in the Annual Report (pages 50 to 57), and is a means of obtaining feedback on the Corporate Responsibility Review and on the Company’s activities and performance in this area.

In addition to this advisory vote, we would welcome direct feedback from shareholders on the matters set out in the Corporate Responsibility Review together with any other feedback or questions on the other matters set out in this Notice of Meeting.

Additional information on the Company’s corporate responsibility progress and performance can be found on the Company’s website at www.atkinsglobal.com/cr.

Resolution 4: DividendTo authorise the payment of a final dividend on the ordinary shares of 20.75p per share for the year ended 31 March 2012 on 31 August 2012 to shareholders on the register at the close of business on 27 July 2012.

Shareholders must approve the final dividend payable for each ordinary share held. However, the final dividend cannot be more than the amount the directors recommend (which is 20.75p per ordinary share).

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Re-election of directorsResolution 5: To re-elect Admiral the Lord Boyce as a director of the Company.Resolution 6: To re-elect Fiona Clutterbuck as a director of the Company.Resolution 7: To re-elect Allan Cook as a director of the Company.Resolution 8: To re-elect Joanne Curin as a director of the Company.Resolution 9: To re-elect Heath Drewett as a director of the Company.Resolution 10: To re-elect Alun Griffiths as a director of the Company. Resolution 11: To re-elect Dr Uwe Krueger as a director of the Company.Resolution 12: To re-elect Dr Krishnamurthy (’Raj’) Rajagopal as a director of the Company.

In accordance with the requirements of the UK Corporate Governance Code issued by the Financial Reporting Council every director is required to retire from office at every AGM. Any director eligible, in accordance with the Company’s articles of association, may stand for re-election. There is biographical information about each of the directors in the Annual Report (pages 58 and 59). The Board considers that the performance of all of these directors continues to be effective and that they have each demonstrated a strong commitment to their role.

Resolution 13: Electing a director appointed to the Board since the last AGMTo elect Rodney Slater, who has been appointed as a director of the Company since the last Annual General Meeting of the Company, as a director of the Company.

The articles of association state that any director appointed by the Board during the year must stand for election at the next AGM following appointment. Rodney Slater was appointed as a non-executive director on 9 September 2011. He now stands for election by shareholders. The Annual Report contains biographical information about him (page 59). The Board considers that Mr Slater’s experience in business and government, particularly in North America and the transportation sector, brings additional skills and insight to discussion and debate and therefore recommends that he be elected as a director.

The auditorResolution 14: To re-appoint PricewaterhouseCoopers LLP as auditor of the Company until the conclusion of the next AGM at which accounts are laid before the Company.

Resolution 15: To authorise the directors to determine the remuneration of the auditor.

An independent auditor is required to be appointed at each general meeting at which accounts are presented to shareholders. We propose to re-appoint PricewaterhouseCoopers LLP as the Company’s independent auditor. It is normal practice for a company’s directors to be authorised to agree the auditor’s fees.

Resolution 16: Political donations and political expenditureThat, in accordance with sections 366 and 367 of the Companies Act 2006 (the ‘2006 Act’), the Company and all companies that are its subsidiaries at any time during the period for which this resolution has effect be authorised, in aggregate:

(a) to make political donations to political parties or independent election candidates not exceeding £30,000 in total;

(b) to make political donations to political organisations other than political parties not exceeding £30,000 in total; and

(c) to incur political expenditure not exceeding £30,000 in total.

(as such terms are defined in sections 363 to 365 of the 2006 Act) during the period beginning with the date of the passing of this resolution and ending at the conclusion of the next Annual General Meeting in 2013 (or, if earlier, until the close of business on 1 November 2013).

Resolution 16 seeks to renew the authority granted at last year’s AGM and concerns Part 14 of the 2006 Act. It requires that political donations exceeding £5,000 in aggregate in any 12 month period made by a company to political parties, to other political organisations and to independent election candidates and political expenditure incurred by a company in the European Union (‘EU’) (as such terms are defined in the 2006 Act) be authorised in advance by shareholders.

The Company’s policy is that it does not make political donations or incur political expenditure in the EU of the type covered by these provisions and it has no intention of using the authority for this purpose. However, as a result of the wide definitions in the 2006 Act, there is some uncertainty over whether some normal expenditure and business activities that might not be considered to be political donations or political expenditure in the usual sense could be caught. The Company is therefore seeking authority under this resolution in order to prevent inadvertent breach of the 2006 Act.

If passed, this resolution would allow the Company and its subsidiaries to make political donations and incur political expenditure in the EU (as defined in the 2006 Act) up to an aggregate limit of £30,000 in respect of each of the actions set out in paragraphs (a) to (c) of this resolution and an overall aggregate limit of £90,000. Political donations made or political expenditure incurred will be disclosed in the Company’s Annual Report the following year, as required by the 2006 Act.

The authority will only be valid until the conclusion of the next AGM in 2013 or 1 November 2013, whichever is earlier.

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Resolution 17: Authority to allot sharesThat the Board be generally and unconditionally authorised to allot shares in the Company and to grant rights to subscribe for or convert any security into shares in the Company:

(a) up to a nominal amount of £166,851 (such amount to be reduced by the nominal amount allotted or granted under paragraph (b) below in excess of such sum); and

(b) comprising equity securities (as defined in section 560(1) of the Companies Act 2006) up to a nominal amount of £333,702 (such amount to be reduced by any allotments or grants made under paragraph (a) above) in connection with an offer by way of a rights issue:

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to holders of other equity securities as required by the rights of those securities or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authorities to apply until the end of next year’s Annual General Meeting (or, if earlier, until the close of business on 1 November 2013) but, in each case, during this period the Company may make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or convert securities into shares to be granted after the authority ends and the Board may allot shares or grant rights to subscribe for or convert securities into shares under any such offer or agreement as if the authority had not ended.

This resolution and resolution 21 provide flexibility enabling the directors to act in shareholders’ interests to allot securities (for example, in order to raise capital and make acquisitions) if necessary. They are normal annual resolutions and the allotment of securities above these limits would require specific shareholders’ approval. Both resolutions are in line with institutional investor guidelines.

At the AGM last year, the directors were given the authority to allot shares and to grant rights to subscribe for or to convert any security into shares in the Company until the end of the AGM in 2012. The Board recommends that this authority be renewed and paragraph (a) of resolution 17 will, if passed, authorise the directors to allot shares in the Company or grant rights to subscribe for or convert any securities into shares up to a maximum nominal value of £166,851 (representing 33,370,200 ordinary shares of 0.5p each). This represents an amount that is approximately one-third of the aggregate nominal value of the issued and unconditionally allotted ordinary share capital of the Company as at 13 June 2012 (excluding treasury shares). As at 13 June 2012, the Company held 4,341,000 ordinary shares in treasury, representing 4.34% of the total ordinary share capital in issue as at that date (excluding treasury shares).

In line with guidance issued by the Association of British Insurers (‘ABI’), paragraph (b) of resolution 17 proposes that a further authority be conferred on the directors to allot shares or grant rights to subscribe for or convert any securities into shares in connection with a rights issue in favour of ordinary shareholders or holders of equity securities (as required by the rights of those securities or as the directors may otherwise consider necessary), up to a maximum aggregate nominal amount of £333,702 (representing 66,740,400 ordinary shares of 0.5p each). This represents an amount which is approximately equal to two-thirds of the aggregate nominal value of the issued and unconditionally allotted ordinary share capital (excluding treasury shares) of the Company as at close of business on 13 June 2012 (such amount to be reduced by the nominal amount of any relevant securities issued under the authority conferred by paragraph (a) of resolution 17).

In the event that this further authority is exercised, the directors intend to follow emerging best practice as regards its use (including the requirement for directors to stand for re-election) as issued by the ABI.

The authorities sought in paragraphs (a) and (b) of resolution 17 are without prejudice to previous allotments made under such existing authorities. The directors have no present intention of exercising these authorities other than in relation to the Company’s employee share plans but believe it is in the best interests of the Company to have these authorities so that the Board can allot securities at short notice and without the need to hold a general meeting if the need arises.

The authorities will only be valid until the conclusion of the next AGM in 2013 or 1 November 2013, whichever is earlier.

Resolution 18: Adoption of all employee share plansThat:

(a) each of the WS Atkins plc Sharesave Plan (the ‘UK Sharesave Plan’), the WS Atkins plc US Employee Stock Purchase Plan (the ‘US Stock Purchase Plan’) and the WS Atkins plc Global Employee Stock Purchase Plan (the ‘Global Stock Purchase Plan’) (together the ‘Plans’), which have been produced to the meeting and signed by the Chairman for the purposes of identification be approved;

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(b) the board of directors of the Company or its duly appointed committee (the ‘Board’) be authorised to make such modifications to the UK Sharesave Plan as it may consider appropriate including to obtain the approval of HM Revenue & Customs and/or such other approvals as the directors may consider necessary or desirable for the implementation of the UK Sharesave Plan and to authorise the Board to adopt the UK Sharesave Plan as so modified and to do all such other acts and things as the Board may consider appropriate to implement the UK Sharesave Plan; and

(c) the Board be authorised to establish the US Stock Purchase Plan and the Global Stock Purchase Plan as further plans for the benefit of employees in the US and outside the UK and US respectively and which further plans are based on the UK Sharesave Plan, subject to such modifications as may be deemed necessary or desirable by the Board including to take account of non-UK security laws, exchange control and tax legislation, provided that any ordinary shares of the Company made available under the UK Sharesave Plan are treated as counting against any limits on individual participation and overall participation in such further plans.

UK Sharesave Plan: The Company already operates a Share Incentive Plan approved by HM Revenue & Customs (‘HMRC’). Shareholders’ authority is being sought to introduce a new UK savings related share option plan. This UK Sharesave Plan is a standard HMRC approved all-employee plan. It is proposed to give UK employees the opportunity to purchase shares in the Company and would be used to encourage wider employee share ownership of the Company in a tax favoured way.

US Stock Purchase Plan & Global Stock Purchase Plan: Shareholder authority is also being sought under this resolution to enable the Company to operate two further all-employee incentive plans on similar terms to the UK Sharesave Plan, one for US employees and one for employees in other jurisdictions outside the UK and US. It is the intention of the Company to have the US Stock Purchase Plan qualify for preferential tax treatment as “an employee stock purchase plan” within the meaning of Section 423 of the US Internal Revenue Code 1986. The Global Stock Purchase Plan will not qualify for any particular tax qualified treatment due to the fact that it is intended for use by employees in multiple overseas territories (outside the UK and US). The rules of both these two plans will be broadly equivalent to the rules of the UK Sharesave Plan.

There is no present intention to use the UK Sharesave Plan, the US Stock Purchase Plan or the Global Stock Purchase Plan but the Board believes that it is in the best interests of the Company to have the flexibility to do so in the future.

Summaries of the main features of the UK Sharesave Plan, the US Stock Purchase Plan and the Global Stock Purchase Plan are set out in Appendix I to this Notice of Meeting.

Resolution 19: Adoption of Long Term Incentive PlanThat:

(a) the WS Atkins plc Long Term Incentive Plan (‘LTIP’), which has been produced to the meeting and signed by the Chairman for the purposes of identification be approved; and

(b) that the board of directors of the Company or its duly appointed committee (the ‘Board’) be and is hereby authorised:

i. to make such modifications to the LTIP as it may consider appropriate to take account of any applicable statutory or regulatory requirements or prevailing practice and local tax, exchange controls or securities laws;

ii. to adopt the LTIP as so modified; and

iii. to do all such other acts and things as the Board may consider appropriate or expedient to implement the LTIP.

A summary of the main features of the LTIP is set out in Appendix II to this Notice of Meeting.

Resolution 20: Adoption of Long-term Growth Unit planThat:

(a) the WS Atkins plc Long-term Growth Unit plan (‘LGU’), which has been produced to the meeting and signed by the Chairman for the purposes of identification be approved; and

(b) that the board of directors of the Company or its duly appointed committee (the ‘Board’) be and is hereby authorised:

i. to make such modifications to the LGU as it may consider appropriate to take account of any applicable statutory or regulatory requirements or prevailing practice and local tax, exchange controls or securities laws;

ii. to adopt the LGU as so modified; and

iii. to do all such other acts and things as the Board may consider appropriate or expedient to implement the LGU.

A summary of the main features of the LGU is set out in Appendix III to this Notice of Meeting.

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Special resolutions

Resolution 21: Power to allot equity securities for cashThat, subject to the passing of the resolution granting authority to allot shares, the Board be given power to allot equity securities (as defined in the Companies Act 2006 (the ’2006 Act‘)) for cash under the authority given by that resolution and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561 of the 2006 Act did not apply to any such allotment or sale, such power to be limited:

(a) to the allotment of equity securities and sale of treasury shares for cash in connection with an offer of, or invitation to apply for, equity securities (but in the case of the authority granted under paragraph (b) of the resolution granting authority to allot shares, by way of a rights issue only):

i. to ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and

ii. to holders of other equity securities, as required by the rights of those securities, or as the Board otherwise considers necessary,

and so that the Board may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter; and

(b) in the case of the authority granted under paragraph (a) of the resolution granting authority to allot shares and/or in the case of any sale of treasury shares for cash, to the allotment (otherwise than under paragraph (a) above) of equity securities or sale of treasury shares up to a nominal amount of £26,112,

such power to apply until the end of next year’s Annual General Meeting (or, if earlier, until the close of business on 1 November 2013) but, in each case, during this period the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the power ends and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the power had not ended.

At the AGM last year, the directors were given the authority to issue equity securities of the Company and sell treasury shares in exchange for cash until the 2012 AGM.

This resolution renews the directors’ power to allot equity securities and sell treasury shares in exchange for cash without application of the pre-emption rights provided by section 561 of the 2006 Act. Equity securities include ordinary shares in the Company. This resolution allows the directors to issue equity securities and to sell treasury shares for cash on a non pre-emptive basis: (i) to ordinary shareholders in proportion to their existing shareholdings and to holders of other equity securities as required by the rights of those securities or as the directors consider necessary, and to deal with, amongst other things, treasury shares, fractional entitlements and legal and practical problems in any territory, for example in the case of a rights issue or other similar share issue; and (ii) otherwise, up to an aggregate nominal amount of £26,112 (representing 5,222,400 ordinary shares of 0.5p each). This number represented approximately 5% of the issued share capital as at 13 June 2012 (including treasury shares). In any three-year period it is intended that no more than 7.5% of the issued share capital (including treasury shares) will be issued on a non pre-emptive basis. The directors have no present intention of exercising this power but believe that this resolution will assist them in taking advantage of business opportunities as they arise.

This authority is without prejudice to allotments made under previous authorities, and will only be valid until the conclusion of the next AGM in 2013 or 1 November 2013, whichever is earlier.

Resolution 22: Notice of general meetingsThat a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice.

Changes made to the 2006 Act by the Shareholders’ Rights Regulations increased the notice period required for general meetings of the Company to 21 days unless shareholders approve a shorter notice period, which cannot however be less than 14 clear days. AGMs will continue to be held on at least 21 clear days’ notice.

Until the coming into force of the Shareholders’ Rights Regulations on 3 August 2009, the Company was able to call general meetings other than an AGM on 14 clear days’ notice without obtaining such shareholder approval. In order to preserve this ability, resolution 22 seeks such approval. The shorter notice period would not be used as a matter of routine for such meetings, but only in exceptional circumstances where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole. A full and detailed explanation will be provided if it is deemed necessary to call a meeting on 14 clear days’ notice in the future. The approval will be effective until the Company’s next AGM, when it is intended that a similar resolution will be proposed.

Note that the changes to the 2006 Act mean that, in order to be able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of electronic voting available to all shareholders for that meeting and we do this by enabling shareholders to lodge their instructions online via www.myatkinsshares.com. An electronic voting facility is also available to shareholders who hold their shares through CREST and such shareholders are requested to read the section headed ‘Appointing a proxy through CREST’ in the ‘Important information’ section at the back of the Notice of Meeting.

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Resolution 23: Authority to purchase own sharesThat the Company be authorised for the purposes of section 701 of the Companies Act 2006 (the ‘2006 Act’) to make one or more market purchases (as defined in section 693(4) of the 2006 Act) of its ordinary shares of 0.5p each (each an ‘Ordinary Share’ and together the ‘Ordinary Shares’), such power to be limited:

(a) to a maximum number of 10,011,000 Ordinary Shares;

(b) by the condition that the minimum price which may be paid for an Ordinary Share is the nominal amount of that share and the maximum price which may be paid for an Ordinary Share is the highest of:

i. an amount equal to 5% above the average market value of an Ordinary Share for the five business days immediately preceding the day on which the Ordinary Share is contracted to be purchased; and

ii. the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out,

in each case, exclusive of expenses;

such power to apply until the end of next year’s Annual General Meeting (or, if earlier, until the close of business on 1 November 2013) but during this period the Company may enter into a contract to purchase Ordinary Shares which will or may be completed or executed wholly or partly after the power ends and the Company may purchase Ordinary Shares pursuant to any such contract as if the power had not ended.

Resolution 23 gives the Company authority to buy back its ordinary shares of 0.5p each (each an ‘Ordinary Share’ and together the ‘Ordinary Shares’) in the market as permitted by the 2006 Act. The authority limits the number of shares that could be purchased to a maximum of 10,011,000 (representing approximately 10% of the issued ordinary share capital of the Company as at 13 June 2012 (excluding treasury shares)) and sets minimum and maximum prices. The minimum price per share for any purchase (exclusive of any expenses) would be 0.5p and the maximum price (exclusive of any expenses) would be the higher of an amount equal to 105% of the average market value of an Ordinary Share for the five business days preceding the day on which the Ordinary Shares are purchased or the higher of the price of the last independent trade and the highest current independent bid on the trading venues where the purchase is carried out.

Although the Board has no specific current intention to exercise the authority to make market purchases, the authority provides the flexibility to allow it to do so in the future. The authority has been and will continue to be exercised only where the directors believe that to do so would result in an increase in earnings per share and would be in the interests of shareholders generally. Any purchases of Ordinary Shares have been and would be by means of market purchases through the London Stock Exchange.

Under the 2006 Act, companies are allowed to hold shares acquired by way of market purchase as treasury shares, rather than having to cancel them. To date, all Ordinary Shares that have been purchased in this way are held as treasury shares and the directors will consider holding any Ordinary Shares the Company may purchase under the authority now being sought as treasury shares. Such Ordinary Shares acquired by the Company may subsequently either be cancelled, sold for cash or used to satisfy awards issued to employees pursuant to the Company’s employee share plans. As at 13 June 2012, the Company held 4,341,000 Ordinary Shares in treasury, representing 4.34% of the total ordinary share capital in issue as at that date (excluding treasury shares).

As at 13 June 2012 there were awards to subscribe for a total of 704,575 Ordinary Shares in the capital of the Company, which represent 0.70% of the Company’s issued ordinary share capital at that date (excluding treasury shares). If the full authority under this resolution to purchase the Company’s Ordinary Shares were used, those awards would represent 0.78% of the Company’s issued ordinary share capital at that date (excluding treasury shares). There were no outstanding warrants over Ordinary Shares in the capital of the Company as at 13 June 2012.

The authority will only be valid until the conclusion of the next AGM in 2013 or 1 November 2013, whichever is earlier.

By order of the BoardRichard WebsterCompany Secretary

13 June 2012

Registered Office:Woodcote GroveAshley RoadEpsomSurrey KT18 5BW

Registered in England and Wales No. 1885586

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Inspection of documentsThe following documents will be available for inspection at Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW, the registered office of the Company, from the date of this Notice until the end of the AGM and at the Lincoln Centre, 18 Lincoln’s Inn Fields, London WC2A 3ED from 15 minutes before the AGM until it ends:

•Copies of the executive directors’ service contracts•Copies of letters of appointment of the non-executive directors•Copies of indemnities issued by the Company in favour of the directors

The following documents will be available for inspection at Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW, the registered office of the Company and at the offices of Deloitte LLP, 2 New Street Square, London EC4A 3BZ during normal business hours on any weekday (Saturdays, Sundays and public holidays excluded) (please telephone +44(0)20 7007 8433), from the date of this Notice until the end of the AGM and at the Lincoln Centre, 18 Lincoln’s Inn Fields, London WC2A 3ED from 15 minutes before the AGM until it ends:

•Copies of the rules of the UK Sharesave Plan, the US Stock Purchase Plan and the Global Stock Purchase Plan•Copies of the rules of the Long Term Incentive Plan•Copies of the rules of the Long-term Growth Unit plan

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APPENDIX IExplanatory notes to Resolution 18

Summary of the main features and key differences of the UK Sharesave Plan, the US Stock Purchase Plan and the Global Stock Purchase Plan (together the ‘Plans’)

Summary of main features of the UK Sharesave Plan

GeneralEmployees are granted an option to acquire shares in the future at a pre-determined price. Participating employees save monthly through a contractual savings arrangement. At the end of the savings contract, the employee may either exercise the option using the savings contributions and accrued interest or have the savings and accrued interest repaid.

OperationThe Remuneration Committee (the ‘Committee’) of the board of directors of the Company (the ‘Board’) will supervise the operation of the UK Sharesave Plan. It will be approved by HM Revenue & Customs (‘HMRC’) in order to provide UK tax-advantaged options to UK employees.

EligibilityAll employees and directors (who work more than 25 hours per week) of the Company and any designated participating subsidiary who are UK resident taxpayers are eligible to participate. The Committee may require employees to have completed a qualifying period of employment of up to five years before the grant of options. The Committee may also allow certain other employees to participate.

Grant of optionsOptions can only be granted to employees who enter into HMRC approved savings contracts, under which monthly savings are normally made over a period of three, five or seven years. Options must be granted within 30 days (or 42 days if applications are scaled back) of the first day by reference to which the option price is set. The number of shares over which an option is granted will be such that the total option price payable for those shares will correspond to the proceeds on maturity of the related savings contract.

Individual participationMonthly savings by an employee under all savings contracts linked to options granted under any UK Sharesave Plan may not exceed the statutory maximum (currently £250). The Committee may set a lower limit in relation to any particular grant. The minimum amount which may be saved is £5 per month. UK law currently permits a maximum contribution of £3,000 per year from net pay.

Option priceThe price per share payable upon the exercise of an option will not be less than: (a) 80% of the market value of a share as set at the time of grant; and (b) if the option relates to new issue shares, the nominal value of a share.

Exercise of optionsOptions will normally be exercisable for a six month period from the third, fifth or seventh anniversary of the commencement of the related savings contract. Earlier exercise is permitted, however, in the following circumstances:

• following cessation of employment by reason of death, injury, disability, redundancy, retirement on reaching age 65 (or any other age at which the employee is bound to retire under his terms of employment) or the business or company that the employee works for ceasing to be part of the Company’s group;

• when an employee reaches age 65;•where employment ceases more than three years from grant for any reason; and• in the event of a takeover, amalgamation, reconstruction or winding-up of the Company.

Options will generally lapse on cessation of employment or directorship with the Company’s group. Shares will be allotted or transferred to participants within 30 days of exercise.

Overall UK Sharesave Plan limitIn any ten calendar year period, the Company may not issue (or grant rights to issue) more than 10% of the issued ordinary share capital of the Company under the UK Sharesave Plan and any other employee share plan adopted by the Company. Treasury shares will count as new issue shares for the purposes of this limit. The UK Sharesave Plan may operate over new issue shares, treasury shares or shares purchased in the market.

Variation of capitalIf there is a variation in the Company’s share capital then the Committee may, subject to HMRC approval, make such adjustment as it considers appropriate to the number of shares under option and the option price.

Alterations to the UK Sharesave PlanThe Committee may, at any time, amend the provisions of the UK Sharesave Plan in any respect, provided that the prior approval of shareholders is obtained for any amendments which would make the terms on which options may be granted materially more generous, or in respect of those rules governing the overall limits on the issue of shares subject to options, the class of potential option holders or adjustment of options.

The requirement to obtain the prior approval of shareholders will not, however, apply to any amendment that is a minor amendment to benefit the administration of the plan, or that is made to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for option holders or for the Company or for any company in the Company’s group.

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No alteration to a key feature of the UK Sharesave Plan may be made without the approval of HMRC.

TerminationNo new options may be granted under the UK Sharesave Plan after the tenth anniversary of its approval.

Other featuresAny shares issued under the UK Sharesave Plan will rank equally with shares of the same class in issue on the date of allotment. Options generated under the plan are not transferable and benefits under the UK Sharesave Plan are not pensionable. Options will not confer any shareholder rights on participants (for example, the right to vote the shares) until the options have been exercised and the participant has received his or her shares.

Main differences between the UK Sharesave Plan and the US Stock Purchase Plan

GeneralThe US Stock Purchase Plan is also a savings related share plan and operates in a similar way to the UK Sharesave Plan. Certain key differences of the plan compared with the UK Sharesave Plan are set out below.

OperationThe US Stock Purchase Plan is intended to be qualified for tax purposes under Section 423 of the Internal Revenue Code 1986 of the United States of America. As such, the plan is directed at employees of the Company’s group who are resident in the US.

EligibilityAll employees of the Company and any designated participating subsidiary are eligible to participate. Any shareholder with a 5% or more shareholding in the Company may not participate. The Committee may only require employees to have completed a qualifying period of employment of up to two years before the grant of options.

Grant of optionsThere is no requirement for a participant to enter into an HMRC approved savings contract for the purpose of making savings. Options are typically granted in relation to an offer period in relation to which savings are normally made over consecutive periods of 12 months.

Individual participationMonthly savings by an employee may not exceed the legal maximum. The Committee may set a lower limit in relation to any particular grant. The minimum amount which may be saved is $10 per month. US law currently permits a maximum contribution of $25,000 per year from net pay to be tax qualified.

Option priceThe price per share payable upon the exercise of an option will not be less than: (a) the lower of 85% of the market value of a share at either the start or the end of the savings period (whichever is the lower); and (b) if the option relates to new issue shares, the nominal value of a share.

Exercise of optionsOptions will normally be exercised automatically at the end of each 12 month savings period unless the option holder requests repayment in cash. Shares will be allotted or transferred to participants within 30 days of exercise.

Cessation of employmentOptions will normally lapse on cessation of employment with the Company’s group but may be exercised at the discretion of the Committee.

Main differences between the US Stock Purchase Plan and the Global Stock Purchase Plan

GeneralThe Global Stock Purchase Plan is also a savings related share plan and operates in a similar way to the US Stock Purchase Plan. Certain key differences of the plan compared with the US Stock Purchase Plan are set out below.

OperationThe Global Share Option Plan is not intended to be qualified for preferential tax treatment but may be amended in future to take advantage of local legislation.

EligibilityAll employees of the Company and any designated participating subsidiary are eligible to participate.

Individual participationMonthly savings under the Global Stock Purchase Plan may not exceed £250. The Committee may set a lower limit in relation to any particular grant. The minimum amount which may be saved is £5 per month.

Option priceThe price per share payable upon the exercise of an option will not be less than: (a) 80% of the market value of a share as set at the time of grant; and (b) if the option relates to new issue shares, the nominal value of a share.

Treatment of interestContributions made by a participant will not accumulate interest.

Cash settlementOn exercise, the Company shall have the discretion to settle the options in cash as opposed to delivering shares.

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APPENDIX IIExplanatory notes to Resolution 19

Main terms of the Long Term Incentive Plan (‘LTIP’)

GeneralThe LTIP allows for the grant of rights to acquire Company shares, to the extent a performance target is met. Awards may be structured as conditional allocations of free shares or nil cost options.

OperationThe Remuneration Committee (the ‘Committee’) of the board of directors of the Company (the ‘Board’) will supervise the operation of the LTIP. The LTIP will not be approved by HM Revenue & Customs.

EligibilityAll employees and employed directors of the Company and any subsidiary are eligible. However, the Committee will determine who will participate and the selection criteria.

Performance targetsThe performance target will typically be measured over a period of at least three years. Vesting will be conditional on the satisfaction of performance targets which will be set at the time of grant of an award.

If the adoption of the LTIP is approved by shareholders, the initial performance targets that will apply will be linked to earnings per share (‘EPS’) growth over a performance period of three years as shown below. Vesting will also be subject to safeguard checks or underpins such that the Committee will have discretion to make adjustments to take account of, for example, acquisitions, inflation and cash conversion.

EPS growth per annum Vesting (percentage of award)

<5% 0%

5% 25%

≥12% 100%

Vesting will be on a straight-line basis between 25% and 100% where EPS growth is between 5% and 12%.

Individual participationThe number of shares in respect of which awards may be made to any person in any 12 month period must not be more than the number that has a market value equal to 150% of his or her annual base salary. This limit will reduce to 125% of salary where the maximum award with a face value of 50% of salary is made under the Long-term Growth Unit plan (‘LGU’) (with straight-line pro-rating of the limit downwards for LGU awards between 0% and 50%).

The intended award policy under the LTIP is for awards to represent a maximum of 75% of salary.

Exercise of awards structured as nil cost optionsNil cost options may not be exercised until an award has vested. After vesting, options may be exercised at the discretion of the participant. An option may be exercised in whole or in part. Options will be automatically exercised, if not previously exercised, on the last dealing day prior to the tenth anniversary of grant. No payment is required to be made by the participant on exercise.

Satisfaction of the awardsWhen a conditional allocation vests or a nil cost option is exercised the shares subject to that award will be transferred to the participant as soon as reasonably practicable, subject to dealing or other restrictions. Awards may in some cases be settled in cash and may also be made on the basis that they will only ever be satisfied by paying a cash amount.

Leaving employmentIf a participant ceases to be employed by the Company’s group before the end of the three year performance period then the award will generally lapse on the date of such cessation. However, if the participant ceases to be an employee because of death, disability, injury, ill-health, retirement (with agreement of the Company), redundancy, because his or her employing company ceases to be a member of the Company’s group or for any other reason with the consent of the Company, then the award will continue. If an award continues under these circumstances it will be reduced pro rata to reflect the time which has elapsed between the award date and the date of cessation as a proportion of the time between the award date and the normal vesting date. Awards will continue to be subject to performance conditions which will be assessed at the normal vesting time. Options held by participants after cessation of employment must be exercised within six months of vesting or of the date of cessation (whichever occurs later) after which time they will lapse.

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DividendsParticipants may be allocated, to the extent that an award vests, a cash amount or a number of Company shares equivalent to the value of dividends paid on the shares awarded from the date of the award until vesting or exercise.

MalusAny outstanding unvested awards, may lapse or be reduced or have further conditions imposed if the Committee reasonably considers that there are circumstances where such action is appropriate. Such circumstances include but are not limited to:

•a material misstatement of the Company’s audited results;•a material downturn in the financial performance of the Company;• a material failure of risk management by the Company; •serious reputational damage suffered by the Company; or• the participant’s misconduct.

Overall LTIP plan limitNo award may be made which would be in excess of any limit approved by the Company in general meeting. In any ten calendar year period, the Company may not issue (or grant rights to issue) more than 10% of the issued ordinary share capital of the Company under the LTIP and any other employee share plan adopted by the Company and may not issue (or grant rights to issue) more than, other than on an all-employee basis, 5% of the issued ordinary share capital of the Company. Treasury shares will count as new issue shares for the purposes of this limit. The LTIP may operate over new issue shares, treasury shares or shares purchased in the market.

Takeover, reconstruction or winding upOn a takeover, reconstruction or winding up of the Company during any outstanding performance period, then the relevant award will vest subject to time pro-rating and taking into account the extent to which the performance condition has been met at the time of the event.

Alternatively, the Committee may permit awards to be exchanged for equivalent awards which relate to shares in an acquiring company.

Variation of capitalIf there is a variation in the Company’s share capital then the Committee may make such adjustment as it considers appropriate to the awards.

Alterations The Committee may, at any time, amend the provisions of the LTIP in any respect, provided that the prior approval of shareholders is obtained for any amendments in respect of the rules governing the overall limits on the issue of shares subject to awards, the individual limits or the class of potential participants. The requirement to obtain the prior approval of shareholders will not, however, apply to any amendment that is a minor amendment to benefit the administration of the LTIP, or that is made to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for the Company or for any company in the Company’s group.

TerminationNo new awards may be granted under the LTIP after the tenth anniversary of its adoption.

Other featuresAny shares transferred under the LTIP will rank equally with shares of the same class in issue on the date of allotment. Awards made under the LTIP are not transferable and benefits under the LTIP are not pensionable. Awards will not confer any shareholder rights on participants (for example, the right to vote the shares) until the participant has received his or her shares. The Company may satisfy all or part of any obligation to deliver shares by paying a cash amount to the participant equal to the market value of the shares that it would otherwise have delivered.

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APPENDIX IIIExplanatory notes to Resolution 20

Main terms of the Long-term Growth Unit plan (‘LGU’)

GeneralThe LGU allows for the grant to employees of units over shares up to a maximum value per year of 50% of the participant’s base salary. On exercise the value of a unit is equal to the increase in the average share price of one share of the Company between the date of grant and the date of exercise.

OperationThe Remuneration Committee (the ‘Committee’) of the board of directors of the Company (the ‘Board’) will supervise the operation of the LGU. The plan will not be approved by HM Revenue & Customs.

EligibilityAll employees and employed directors of the Company and any subsidiary are eligible. However, the Committee will determine who will participate and the selection criteria.

Grant of unitsUnits are granted at a base price which is normally based on the six month average share price calculated at the date of grant. A participant is not required to pay for the grant of a unit.

VestingVesting of units occurs in three equal tranches on the fourth, fifth and sixth anniversaries of the date of grant. Vesting is subject to a financial underpin.

Financial underpinVesting of each tranche will be subject to the Committee considering that share price performance is suitably underpinned by appropriate financial performance. If the Committee considers that the share price performance is not suitably underpinned then the relevant tranche will lapse.

Exercise of unitsUnits may not be exercised until they have vested. After vesting, units may be exercised at the discretion of the participant. Units will be automatically exercised, if not previously exercised and if not underwater, on the last dealing day prior to the tenth anniversary of grant. No payment is required to be made by the participant on exercise. An award may be exercised in whole or in part.

On exercise, the value of each unit is equal to the increase, if any, in the average share price of one notional Company share between the grant date and the exercise date. Any such increase will normally be calculated using the six month average share price. If the average share price decreases, the value of a unit will be nil.

No more than 50% of a participant’s total number of units subject to a single award may be exercised in any 12 month rolling period.

Settlement of the unitsThe units will generally be settled in shares. Transfer of shares will be as soon as reasonably practicable after the date of exercise subject to dealing and other restrictions.

Individual limitThe number of shares in respect of which units may be granted to any person in any 12 month period must not exceed such number as has a base value as at the date of grant equal to 50% of the participant’s annual salary.

DividendsA participant shall not be entitled to vote, to receive dividends (or dividend equivalents) or to have any other rights of a shareholder in respect of shares subject to an award until the shares are transferred to the participant.

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Leaving employmentIf a participant ceases to be employed by the Company’s group before the final vesting date of any units, all unvested units will generally lapse on the date of cessation. However, if the participant ceases to be an employee because of death, disability, injury, ill-health, retirement (with agreement of the Company), redundancy, because his or her employing company ceases to be a member of the Company’s group or for any other reason with the consent of the Company then the units will not lapse and will vest according to the original vesting schedule and will continue to be subject to consideration of the financial underpin. In these circumstances, if the participant ceases employment within four years of the grant date, units will vest only in respect of such proportion of the shares which the period from the grant date to the date of cessation bears to the period from the grant date to the fourth anniversary of the grant date. Units held by participants after cessation of employment must be exercised within six months of vesting or of the date of cessation (whichever occurs later) after which time they will lapse.

Takeover, reconstruction or winding upOn a takeover, reconstruction or winding up of the Company then the units will vest except that if such event occurs before the fourth anniversary of the grant date then the units will vest only in respect of such proportion of the shares which the period from the grant date to the event bears to the period from the grant date to the fourth anniversary of the grant date. Vesting of units will be subject to consideration of the financial underpin. Units that vest as a result of such an event may only be exercised for the six month period following the relevant event after which period they will lapse.

Alternatively, the Committee may permit awards to be exchanged for equivalent awards which relate to shares in an acquiring company.

Variation of capitalIf there is a variation in the Company’s share capital then the Committee may make such adjustment as it considers appropriate to the units.

Other featuresThe following aspects of the LGU operate in the same way as for the LTIP: ‘Malus’, ‘Overall LTIP plan limit’, ‘Alterations’, ‘Termination’ and ‘Other features’.

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Important information about the AGMEntitlement to attend and vote at the AGMTo be entitled to attend and vote at the AGM (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the register of members of the Company at 1800 on Monday 30 July 2012 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.

Asking a question at the AGMAny member, or their duly appointed proxy, attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if:

(a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information;

(b) the answer has already been given on a website in the form of an answer to a question; or

(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Appointing a proxyMembers are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company. A proxy form, which may be used to make such appointment and give proxy instructions, accompanies this Notice of Meeting. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact our registrar, Capita Registrars (0871 664 0300 if calling from the UK (calls cost 10p per minute including VAT plus any additional network charges, lines are open 0900 to 1730 Monday to Friday) or +44 (0)20 8639 3399 if calling from outside the UK (lines are open 0830 to 1730 Monday to Friday)).

To be valid any proxy form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Capita Registrars, PXS, 34 Beckenham Road, Beckenham, Kent BR3 4TU or at www.myatkinsshares.com, in each case no later than 1100 on Monday 30 July 2012.

The return of a completed proxy form, other such instrument or any CREST Proxy Instruction (as described below) will not prevent a shareholder attending the AGM and voting in person if he/she wishes to do so.

Appointing a proxy through CRESTCREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications, and must contain the information required for such instruction, as described in the CREST Manual (available via www.euroclear.com/CREST). The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) by 1100 on Monday 30 July 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the time stamp applied to the message by the CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service providers, should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this regard, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Joint holdersIn the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first-named being the most senior).

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Corporate representativesAny corporation that is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that they do not do so in relation to the same shares.

Nominated PersonsAny person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 (the ‘2006 Act’) to enjoy information rights (a ‘Nominated Person’) may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights.

The statement of the rights of shareholders in relation to the appointment of proxies above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

Voting rightsAs at 13 June 2012 (being the last business day prior to the publication of this Notice of Meeting) the Company’s issued share capital consists of 104,451,799 ordinary shares of 0.5p each, carrying one vote each. As the Company holds 4,341,000 ordinary shares in treasury, in respect of which it cannot exercise any votes, the total voting rights in the Company as at 13 June 2012 are 100,110,799.

Other mattersUnder section 527 of the 2006 Act shareholders meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with section 437 of the 2006 Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the 2006 Act. Where the Company is required to place a statement on a website under section 527 of the 2006 Act, it must forward the statement to the Company’s auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the 2006 Act to publish on a website.

A copy of this notice, and other information required by section 311A of the 2006 Act, can be found at www.atkinsglobal.com/investors.

DividendSubject to shareholders’ approval being given at the AGM, the final dividend will be paid on 31 August 2012 to shareholders on the register at close of business on 27 July 2012.

Dividend Reinvestment PlanIf you wish to participate in the Dividend Reinvestment Plan (‘DRIP’) your completed form of mandate must be received by the Company’s registrar by 1 August 2012. Any mandate already submitted will remain in force for future dividends unless withdrawn by written notice to the Company’s registrar by the same date. Any shareholder wishing to obtain details of the DRIP should contact our registrar, Capita Registrars (0871 664 0300 if calling from the UK (calls cost 10p per minute including VAT plus any additional network charges, lines are open 0900 to 1730 Monday to Friday) or +44 (0)20 8639 3399 if calling from outside the UK (lines are open 0830 to 1730 Monday to Friday)).

QueriesIf you have any queries please contact the Company Secretary, WS Atkins plc, Woodcote Grove, Ashley Road, Epsom, Surrey KT18 5BW.

Electronic addressesYou may not use any electronic address provided either in this Notice of Meeting or any related documents (including the Chairman’s letter, letter from the Chairman of the Remuneration Committee and proxy form) to communicate for any purpose other than those expressly stated.

Transport and directions to AGMLocationLincoln Centre18 Lincoln’s Inn FieldsLondon WC2A 3ED

Travel informationAs the AGM is taking place during the London 2012 Olympic and Paralympic Games you may need to plan your journey carefully and allow extra time. We have attempted to summarise the key travel points for the day but please also use the Get Ahead of the Games website (www.getaheadofthegames.com/travelinaffectedareas) for up to date changes as this information is only confirmed as at the date of printing.

Travel hotspotsTravel hot spots identified by the Olympic Committee are as follows:

Busier than usual stations: Exceptionally busy stations: Exceptionally busy tube lines:Covent GardenTottenham Court RoadCharing CrossWaterlooLiverpool StreetVictoria

Holborn Chancery Lane London Bridge Kings Cross St Pancras

Central LineDocklands Light RailwayJubilee Line

Please note that both Bond Street station on the Central and Jubilee lines and Hyde Park Corner station on the Piccadilly line will be closed entirely.

Road information for driving/buses/cyclingKingsway is part of the Olympic Road Network and has a games lane in operation on 1 August 2012. Traffic is still permitted along the road however there will be turning restrictions and potential disruptions and delays to traffic. Remnant Street, which leads from Kingsway to Lincoln’s Inn Fields, will be completely closed to cars but open to cyclists and pedestrians.

More details can be found at http://www.getaheadofthegames.com/travelinaffectedareas.

Nearest Underground and Rail stations Underground station Approximate walking distance Rail station Approximate walking distanceHolbornChancery LaneCovent GardenTemple

0.2 miles0.3 miles0.4 miles0.6 miles

City ThameslinkFarringdonLondon Charing CrossWaterloo

0.6 miles0.7 miles0.9 miles1.2 miles

See map overleaf Æ

CARY STREET

ALD

WYCH

ALD

WYCH

Underground stations Rail stations

Cycle hire docking stations Parking

Transport and directions to AGM continued

LocationLincoln Centre18 Lincoln’s Inn FieldsLondon WC2A 3ED