to the shareholders of WS Atkins plc on the summary financial statement

We have examined the summary financial statements comprising the group profit and loss account, group balance sheet, summary group cash flow statement, summary directors’ emoluments and five year summary.

Respective responsibilities of Directors and Auditors
The Directors are responsible for preparing the annual review. Our responsibility is to report to you our opinion on the consistency of the summary financial statement within the annual review with the annual financial statements and Directors’ report and its compliance with the relevant requirements of Section 251 of the Companies Act 1985 and the regulations made thereunder. We also read the other information contained in the annual review and consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the summary financial statement.

Basis of Opinion
We conducted our work in accordance with Bulletin 1999/6 “The Auditors’ statement on the summary financial statement” issued by the Auditing Practices Board.

Opinion

In our opinion the summary financial statement is consistent with the annual financial statements and the Directors’ report of WS Atkins plc for the year ended 31 March 2001 and complies with the applicable requirements of Section 251 of the Companies Act 1985 and the regulations made thereunder.

PricewaterhouseCoopers
Chartered Accountants and Registered Auditors
1 Embankment Place
London WC2N 6NN

7 June 2001

The Auditors’ Report on the full accounts for the year ended 31 March 2001 was unqualified.