Advanced Drainage Systems enters shareholder agreement with CPPIB after 3.1M share purchase from Chlapaty trust

ADVANCED DRAINAGE SYSTEMS, INC.

CPPIB purchased 3.1M shares from Joseph Chlapaty trust; company received no proceeds.
Shareholder Agreement imposes transfer restrictions and standstill obligations on CPPIB's Active Equities Group until later of 2 years or below 5% ownership.
Registration Rights Agreement grants CPPIB demand and piggyback registration rights, subject to $50M minimum and certain limits.
Company waived consent right to CPPIB's acquisition of remaining shares via ROFO.
Standstill limits CPPIB from owning >9.99% without Board consent, up to 20% with consent.

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