13D Filing: Rankin Alfred M Et Al and Hamilton Beach Brands Holding Co (HBB)

Exhibit 2 hereto and incorporated herein by reference, as amended by that certain Addendum to the Second Amended and Restated Limited Partnership Agreement, dated as of October 28, 2016,
filed as Exhibit 3 hereto and incorporated herein by reference, the General Partners share the power to vote the Class A Common and Class B Common held by Rankin I. Further, under such terms, voting actions are determined by the General
Partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of Class A Common and Class B
Common held by Rankin I. Under the terms of the Rankin I Partnership Agreement, Rankin I may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the General Partners
holding more than 75% of the general partnership interests in Rankin I and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin I (Rankin I Partnership
Interests).

The Rankin I Partnership Agreement restricts the transfer of Rankin I Partnership Interests by the Partners and
provides the Partners and Rankin I with a right of first refusal to acquire Rankin I Partnership Interests that a Partner desires to sell and a repurchase obligation to compel the sale of Rankin I Partnership Interests by the Partners under certain
circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin I Partnership Agreement.

Stockholders Agreement

The Stockholders Agreement, dated as of September 29, 2017, among the signatories thereto and the Issuer (the
Stockholders Agreement), filed as Exhibit 4 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 that 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 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 a 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 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 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 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 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