Page 9 of 13 – SEC Filing
CUSIP No. 449172204 Schedule 13D Page
9
of 13 Pages
Stockholders Agreement
The Stockholders Agreement, dated as of September 28, 2012, among the signatories thereto and the Issuer (the
Stockholders Agreement), filed as Exhibit 3 hereto and incorporated herein by reference, requires a signatory to offer the shares of Class B Common beneficially owned by such signatory to all of the other signatories
upon the occurrence of either of the following: (a) the proposed conversion of shares of Class B Common by such signatory into shares of Class A Common and (b) the proposed sale, transfer or other disposition of Class B Common by such
signatory to any permitted transferee (under the terms of the Class B Common) who is not a signatory to the Stockholders Agreement. In either of these cases, the signatory proposing to enter into one of these transactions must notify all of
the other signatories and then must allow each such other signatory the opportunity to purchase such signatorys pro rata portion of the shares of Class B Common which are subject to the proposed transaction in accordance with the procedures
described below. The Stockholders Agreement, however, does not restrict transfers of Class B Common among the signatories or any other permitted transferee who becomes a signatory to the Stockholders Agreement.
A signatory proposing to engage in a transaction triggering a right of first refusal must first give written notice of the proposed
transaction by registered mail to the Issuer, which acts as depository under the Stockholders Agreement. The depository, in turn, is required to send such notice promptly to all of the other signatories. Following receipt of such notice, each
other signatory will have seven (7) business days to elect whether or not to purchase his, her or its pro rata portion of the shares of the Class B Common which have triggered right of first refusal. A signatorys pro rata portion will be
determined by dividing the number of shares of Class B Common which such person owns by the number of shares of Class B Common which are owned by all of the other signatories who similarly may elect to purchase the shares of Class B Common which
have triggered the right of first refusal. A notice electing to purchase a pro rata portion of the shares of Class B Common must be sent to the depository by the end of the seven (7) business day period. If the signatories electing to purchase
do not elect to purchase all of the shares of Class B Common, then such signatories have an additional five (5) business days to agree among themselves how to allocate the shares not purchased. If they cannot reach any agreement, the allocation
shall be pro rata. If there are still shares of Class B Common which are not purchased following such allocation, then the Issuer shall have an additional three (3) business days to decide whether or not to purchase the remaining shares. The
Issuer, however, is under no obligation to purchase any such shares.
Following the completion of such procedures, the signatory who has
triggered the right of first refusal is free, for a period of thirty (30) business days, to convert the shares of Class B Common, if any, which remain, into shares of Class A Common. If the signatory had originally proposed to transfer the
shares, such signatory would be free to transfer shares of Class A Common in accordance with the originally proposed transaction.
Signatories who elect to exercise the right of first refusal and purchase shares of Class B Common may pay for such shares in cash, an
equivalent number of shares of Class A Common, or in a combination of cash and shares of Class A Common. The purchase price to be paid is the higher of what is specified in the notice sent by the signatory who has triggered the right of
first refusal and the average of the last sales price of Class A Common on the New York Stock Exchange for the five days prior to the date of such notice.
The Stockholders Agreement only restricts the conversion, or the sales or other disposition outside of the Stockholders Agreement,
of shares of Class B Common held by each signatory. The Stockholders Agreement does not restrict in any respect how a signatory may vote the shares of Class B Common which, among other things, are subject to the terms of the Stockholders
Agreement.
Subsequent to September 28, 2012, the Stockholders Agreement was amended to include additional signatories. These
amendments are filed as Exhibits 4 through 9 hereto and incorporated herein by reference.
Rankin Associates I, L.P.
Under the terms of the Limited Partnership Agreement of Rankin I, dated as of March 27, 2002 (the Rankin I Partnership
Agreement), filed as Exhibit 10 hereto and incorporated herein by reference, the general partners thereof share the power to vote the NACCO Class A Common, NACCO Class B Common, as well as shares of Class A Common and Class B
Common, held by the partnership. Further, under such terms, such general partners generally exercise such power by a vote of the general partners holding a majority of the general partnership interests.
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| CUSIP No. 449172204 | Schedule 13D | Page 9 of 13 Pages |
Stockholders Agreement
The Stockholders Agreement, dated as of September 28, 2012, among the signatories thereto and the Issuer (the
Stockholders Agreement), filed as Exhibit 3 hereto and incorporated herein by reference, requires a signatory to offer the shares of Class B Common beneficially owned by such signatory to all of the other signatories
upon the occurrence of either of the following: (a) the proposed conversion of shares of Class B Common by such signatory into shares of Class A Common and (b) the proposed sale, transfer or other disposition of Class B Common by such
signatory to any permitted transferee (under the terms of the Class B Common) who is not a signatory to the Stockholders Agreement. In either of these cases, the signatory proposing to enter into one of these transactions must notify all of
the other signatories and then must allow each such other signatory the opportunity to purchase such signatorys pro rata portion of the shares of Class B Common which are subject to the proposed transaction in accordance with the procedures
described below. The Stockholders Agreement, however, does not restrict transfers of Class B Common among the signatories or any other permitted transferee who becomes a signatory to the Stockholders Agreement.
A signatory proposing to engage in a transaction triggering a right of first refusal must first give written notice of the proposed
transaction by registered mail to the Issuer, which acts as depository under the Stockholders Agreement. The depository, in turn, is required to send such notice promptly to all of the other signatories. Following receipt of such notice, each
other signatory will have seven (7) business days to elect whether or not to purchase his, her or its pro rata portion of the shares of the Class B Common which have triggered right of first refusal. A signatorys pro rata portion will be
determined by dividing the number of shares of Class B Common which such person owns by the number of shares of Class B Common which are owned by all of the other signatories who similarly may elect to purchase the shares of Class B Common which
have triggered the right of first refusal. A notice electing to purchase a pro rata portion of the shares of Class B Common must be sent to the depository by the end of the seven (7) business day period. If the signatories electing to purchase
do not elect to purchase all of the shares of Class B Common, then such signatories have an additional five (5) business days to agree among themselves how to allocate the shares not purchased. If they cannot reach any agreement, the allocation
shall be pro rata. If there are still shares of Class B Common which are not purchased following such allocation, then the Issuer shall have an additional three (3) business days to decide whether or not to purchase the remaining shares. The
Issuer, however, is under no obligation to purchase any such shares.
Following the completion of such procedures, the signatory who has
triggered the right of first refusal is free, for a period of thirty (30) business days, to convert the shares of Class B Common, if any, which remain, into shares of Class A Common. If the signatory had originally proposed to transfer the
shares, such signatory would be free to transfer shares of Class A Common in accordance with the originally proposed transaction.
Signatories who elect to exercise the right of first refusal and purchase shares of Class B Common may pay for such shares in cash, an
equivalent number of shares of Class A Common, or in a combination of cash and shares of Class A Common. The purchase price to be paid is the higher of what is specified in the notice sent by the signatory who has triggered the right of
first refusal and the average of the last sales price of Class A Common on the New York Stock Exchange for the five days prior to the date of such notice.
The Stockholders Agreement only restricts the conversion, or the sales or other disposition outside of the Stockholders Agreement,
of shares of Class B Common held by each signatory. The Stockholders Agreement does not restrict in any respect how a signatory may vote the shares of Class B Common which, among other things, are subject to the terms of the Stockholders
Agreement.
Subsequent to September 28, 2012, the Stockholders Agreement was amended to include additional signatories. These
amendments are filed as Exhibits 4 through 9 hereto and incorporated herein by reference.
Rankin Associates I, L.P.
Under the terms of the Limited Partnership Agreement of Rankin I, dated as of March 27, 2002 (the Rankin I Partnership
Agreement), filed as Exhibit 10 hereto and incorporated herein by reference, the general partners thereof share the power to vote the NACCO Class A Common, NACCO Class B Common, as well as shares of Class A Common and Class B
Common, held by the partnership. Further, under such terms, such general partners generally exercise such power by a vote of the general partners holding a majority of the general partnership interests.
