Investor Presentation September 2017

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Derek Oliver
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1 Ivestor Presetatio September 2017

2 Forward-Lookig Statemets This presetatio iclud es forward-lookig statemets withi the meaig of the safe harbor provisio s of the Uited St ates Privat e Securities Litigatio Reform Act of Forward-lookig statemets are ofte idetified by the use of word s such as believe, ited, expect, estimate, pla, outlook, project, aticip ate, may, will, would ad other similar word s ad expressios that predict or idicate future evets or treds that are ot statemets of historical matters. Forwardlookig statemets i clude statemets related to aget cout ad fra chise sales, reveue, operatig exp eses, fia cial outlook, divided s, o-gaap fiacial measures, hou sig market coditios, as well as other statemets regard ig the Compa y s strategic ad operatioal pla s ad busi ess mod els. Forward-lookig statemets should ot be read as a guaratee of future performace or results, ad will ot ecessarily accurately idicate the times at which su ch performace or results may be achieved. Forward-lookig statemets are based o iformatio available at the time those statemets are made ad/or maagemet s good faith belief as of that time with respect to future evets, ad are subject to risks ad u certaities that could cau se actual performa ce or resu lts to differ materially from those expressed i or suggested bythe forward-lookig statemets. Such risks ad ucertaities iclud e, without limitatio, (1) chages i busiess ad ecoomic activity i geeral, (2) chages i the real estate market or iterest rat es ad availability of fia cig, (3) the Comp ay s ab ility to attract ad retai quality frachisees, (4) the Compay s frachisees ability to recruit ad retai real estate ag ets ad mortgage lo a origiators, (5) chages i laws ad regulatios, (6) the Compay s ability to ehace, market, ad protect the RE/MAX ad Motto Mortgage brads, (7) fluctuatios i foreig curre cy exchage rates, as well as those risks ad ucertaities described i the sectios etitled Risk Factors ad Ma agemet s Discu ssio ad Aalysis of Fi acial Coditio ad Resu lts of Operatios i the mo st recet Aual Report o Form 10-K filed with the Securities ad Exchage Commissio ( SEC ) ad similar disclosures i subsequet periodic ad curret reports filed with thesec, which are availableo the ivestor relatios page of thecompay s website at ad o thesec website at Readers are cautioed ot to place udue reliace o forward-lookig statem ets, which sp eak oly as of the date o which they ar e mad e. Except as required by law, the Compay does ot ited, ad udertakes o obligatio, to update this iformatio to reflect future evets or circumstaces. 2

3 Why Ivest i RE/MAX Today? Shareholder Retur Drive By Orgaic Growth Catalysts Retur of Capital Stable recurrig reveue High margi & Strog Free Cash Flow Drive by: 1) Aget growth 2) Frachise sales Idepedet regio acquisitios Reivest i the busiess Other acquisitios withi our core competecies of frachisig ad real estate Committed to returig capital through divided paymets over time Divided metrics: ~30% of FCF i ~1.2% curret yield 2 3) Motto Mortgage 4) Steadily improvig housig market FCF Fuels Catalysts ad Retur of Capital to Create Shareholder Value 1 Free Cash Flow ( FCF ) = Operatig Cash Flow Capital Ex p ed itu res ; $18M 2016 quarterly divided paymets / $60M 2016 FCF = 30%; see Appedix for recociliatio of No -GAAP measures 2 Yield based o regular quarterly divided of $0.18 ad a stock price of $61.00 per share as of September 11,

4 Sustaied Growth & Expadig Margis Aget Cout 111,915 Reveue $176.3 $ s i Millios 87,476 $ Adjusted EBITDA 1 $94.8 $ Free Cash Flow 1 $60.0 $ % margi 42% margi No-GAAP measure. See Appedix for recociliatio of No-GAAP measures 4

5 Housig Market Gradually Improvig Drivers q Steady demad for housig q Attractive mortgage rates q Housig starts improvig q Steady jobs growth q Household formatios forecasted to grow Opportuities q First-time homebuyers eterig the market q Wage growth q Costraied ivetory q Sigle-family home starts q Access to credit 5

6 The Real Estate Frachisor

7 Hallmarks of a Successful Frachise Busiess Key Success Factors of Frachisors Successful Frachisors Uique product or service offerig Brad ame ad market share Traiig ad productivity tools Group purchasig power 7

$100% frachised busiess,$ deliverig the full ecoomic

$Dual-brad frachisor, focused$ $the best-i-class frachisor$

8 RE/MAX is a Premium Frachisor Nobody sells more Real Estate tha RE/MAX 1 100% frachised busiess, deliverig the full ecoomic beefits of the model Dual-brad frachisor, focused o our core busiesses Amog the best-i-class frachisor operatig margis 1 As measured by residetial trasactio sides 8

RE/MAX Agets at Large Brokerages o Average Outsell Competig Agets More Tha 2 to 1 Rakig RE/MAX vs. Other Natioal Real Estate Frachise Brads Trasactios Per Aget (Large brokerages oly) 1 U.S.

2% 49 3,000 88,400 8.2 420,184 19.7% 77 7,300 110,800 8.2 128,812 1.1% 31 2,300 37,900 6.5 111,950 2.1% 66 850 20,300 6.9 70,980 0.6% 3 300 10,900 9.2 Not Released 4.

Except as oted, Coldwell Baker, Cetury 21, ERA, So th eb y s a d Better Homes ad Gardes data is as reported by Realogy Corporatio o SEC Form 10-K, Aual Report for 2016; Keller Williams, ad Berkshire

9 RE/MAX Agets at Large Brokerages o Average Outsell Competig Agets More Tha 2 to 1 Rakig RE/MAX vs. Other Natioal Real Estate Frachise Brads Trasactios Per Aget (Large brokerages oly) 1 U.S. Residetial Trasactio Sides 2 Brad Awareess (uaided) 3 Coutries ad Territories Offices Worldwide Agets Worldwide millio+ 27.6% , , , % , , % 49 3,000 88, , % 77 7, , , % 31 2,300 37, , % , , % , Not Released 4.3% 1 1,240 42,747 Realogy Brad Data is full-year or as of year-ed 2016, as applicable. Except as oted, Coldwell Baker, Cetury 21, ERA, So th eb y s a d Better Homes ad Gardes data is as reported by Realogy Corporatio o SEC Form 10-K, Aual Report for 2016; Keller Williams, ad Berkshire Hathaway HomeServices data is from compay websites ad idustryreports 1 Trasactio sides per aget calculated by RE/MAX based o 2017 REAL Treds 500 data, citig 2016 trasactio sides for the1,705 largest participatig U.S. brokerages. Coldwell Baker icludes NRT. Berkshire does ot iclude HomeServices of America. ²Keller Williams reports all trasactio sides ad does ot itemize U.S. residetial trasactios. ³MMR Strategy Group study of uaided awareess amog buyers, sellers, ad thoseplaig to buy or sell; asked, whe they thik of real estate brads, which oes come to mid? 9

Amog Highest Frachisor Adjusted EBITDA Margis 1,2 57% 54% Full-year 2016 27% 20% 17% 15% 12% 10%

See Appedix for defiitios ad recociliatios of RE/MAX No-GAAP measures.

This chart is for illustrative purposes oly.

10 Amog Highest Frachisor Adjusted EBITDA Margis 1,2 57% 54% Full-year % 20% 17% 15% 12% 10% Frachisors Real Estate Brokerages 1 Adjusted EBITDA ad Adjusted EBITDA margi are No-GAAP measures. See Appedix for defiitios ad recociliatios of RE/MAX No-GAAP measures. Other compaies may calculate this measure differetly so these measures may ot be comparable. This chart is for illustrative purposes oly. Calc ul atios use fiacial statemets from compay public filigs. 2 Choice Hotels ad Domio s do ot report Adjusted EBITDA therefore EBITDA has bee used for the calculatio of the margi 10

11 the Mortgage Brokerage Frachisor

12 Motto Mortgage Fact Sheet Motto Mortgage is a mortgage brokerage frachisor Frachises are idepedetly owed ad operated Motto Mortgage is ot a leder ad will ot uderwrite loas Offers potetial homebuyers the opportuity to fid both real estate agets ad idepedet Motto Mortgage loa origiators i offices i oe locatio Motto Mortgage loa origiators access a variety of quality loa optios from multiple leadig wholesalers Ward Morriso leads Motto Mortgage with a operatioal team which that scales as Motto grows Motto Mortgage frachises are available for purchase by select qualified real estate professioals outside of RE/MAX 12

$Motto Mortgage Update Focused o Eablig the Success of Iitial Group of Frachisees Operatioal update Iitial group of frachisees are operatioal Focused o eablig success of iitial frachisees, who should$

13 Motto Mortgage Update Focused o Eablig the Success of Iitial Group of Frachisees Operatioal update Iitial group of frachisees are operatioal Focused o eablig success of iitial frachisees, who should serve as cocept validators Major marketig evets scheduled for the secod half of 2017 Fiacial Update Expect to sell tes of frachises i 2017 Expect 2017 Motto reveue i the low sigle-digit millios of dollars Expect 2017 Motto expeses to exceed related reveue resultig i a et ivestmet Reveue ramp timelie: it should take ~14-17 moths after a sale for a frachisee to ramp to payig the full set of mothly fees 13

14 Aget Cout Growth

15 Global Aget Network Growig Total Network Aget Cout 111, , ,794 from 2011 through Q , ,826 Strogest full-year aget gai i 2016 sice ,476 89,008 93,228 Cosistet orgaic aget cout growth for the last five years Q

16 Umatched Global Footprit RE/MAX Global Footprit Agets by Geography Jue 30, 2017 Jue 30, 2017 Outside the U.S. ad Caada 31,968 Agets U.S. 63,249 Agets 27% 54% RE/MAX Regioal or Frachise Presece Caada 21,053 Agets 18% The RE/MAX brad spas over 100 coutries ad territories 16

17 Growig Our Global Network Year-over-Year Aget Cout Growth of 5.7% Aget Cout Growth Year-over-Year +5.7% YoY (+6,310 agets) Jue 30, 2016 Jue 30, , , % YoY (+2,331 agets) 81,971 84, % YoY (+3,979 agets) 27,989 31,968 Total RE/MAX U.S. & Caada Outside U.S. & Caada 17

18 Aget Cout i the U.S. ad Caada Icreases Aget Cout Growth Year-over-Year Jue 30, 2016 Jue 30, % (+1,614 Agets) +3.5% (+717 Agets) 61,635 63,249 20,336 21,053 Q Q Agets i the U.S. Q Q Agets i Caada 18

19 Busiess Model

20 Aget-Cetric Model is Uique ad Effective Traditioal Brokerage q Owed & operated by brokerage q 30-40% of commissio goes to broker q Commissio rate typically determied by brokerage, ot aget q Lack of autoomy withi brokerage q Marketig dictated by brokerage The RE/MAX Model 100% frachised Recommeded 95% aget commissio Ability for aget to set commissio rates with sellers i may cases Etrepreeurially drive agets Multiple support chaels: brad, marketig & traiig Reveue Drive by Commissio Reveue Drive by Aget Cout 20

Differetiated Aget-Cetric Approach Attracts Etrepreeurial Agets ad Frachisees Our Agets ad

real estate 1 RE/MAX agets average more tha twice as may residetial trasactio sides compared to

brokerages 2 Attractive Aget & Frachise Ecoomics Lead Referral System Traiig Programs

$frachisee fee We believe we geerate more free leads tha ay other brad Global aget etwork$ $facilitates aget-to-aget referrals #1 real estate frachisor website 3 ; global websites attract$ $traiig program i place for existig ad ew frachisees Fouded by idustry mavericks Aget-cetric$ model Freedom to set commissio rates, self-promote, etc.

model Freedom to set commissio rates, self-promote, etc.

21 Differetiated Aget-Cetric Approach Attracts Etrepreeurial Agets ad Frachisees Our Agets ad Frachisees are i Busiess FOR Themselves, But NOT by Themselves Affiliatio with #1 Brad #1 ame i real estate 1 RE/MAX agets average more tha twice as may residetial trasactio sides compared to the average of all competitors i the 2017 Real Treds 500 survey of the coutry s largest brokerages 2 Attractive Aget & Frachise Ecoomics Lead Referral System Traiig Programs Etrepreeurial Culture Recommeded 95% / 5% split with broker vs. 70% / 30% or 60% / 40% at traditioal brokerages Sell more, ear more Relatively low iitial frachisee fee We believe we geerate more free leads tha ay other brad Global aget etwork facilitates aget-to-aget referrals #1 real estate frachisor website 3 ; global websites attract buyers ad sellers RE/MAX Uiversity; 24/7 o demad ad certificatio traiig courses Successful Mometum aget ad broker developmet program focused o productio ad profitability Motto Mortgage traiig program i place for existig ad ew frachisees Fouded by idustry mavericks Aget-cetric model Freedom to set commissio rates, self-promote, etc. 1 MMR Strategy Group survey of uaided brad awareess. 2 Calculated by RE/MAX based o 2017 REAL Treds 500 data, usig 2016 trasactio sides for the 1,705 largest participatig U.S. Brokerages. 3 Accordig to Hitwise data 21

22 Reacquirig Idepedet Regios Icreases Reveue Per Aget by ~$1,700 64% of Agets i the U.S. & Caada are i Compay-owed Regios 1 U.S./Caada Overview 1 Hawaii Alask a Yuko Britis h Columbia Washigto Orego Califoria Northwest Territories Nevada Idaho Utah Ariz oa Idepedet Regios Alberta Motaa Sask atc hewa Wyomig Colorado New Mexico Compay-owed Regios Nuavut North Dakota South Dakota Texas Maitoba Illiois Missouri Ohio West Virgiia Georgia North Carolia South Carolia Florida New York Pesy lv aia New Jersey Delaware Marylad Virgiia Compay-owed Regios 18 regios 54,145 agets Idepedet Regios 10 regios 30,157 agets Average Aual Reveue per Aget Compay-owed regios: ~$2,500 Idepedet regios: ~$800 1 Aget couts are as of Jue 30, 2017 ad average reveue to RE/MAX, LLC per aget is for the year eded December 31,

23 Reveue Model Idepedet Regios i U.S. & Caada Reveue Streams from Aget to Frachisee to Idepedet Regio to RE/MAX Aual Reveue per Aget to RE/MAX (U.S. & Caada) RE/MAX 15%-30% of Cotiuig Frachise / Broker Fee Reveue Idepedet Regios Implied 70%-85% Upside Through Idepedet Regio Acquisitios ~$800 / Aget Average Cotiuig Frachise Fee Frachises / Brokerages Fixed Mothly Maagemet Fee 1% of Aget Geerated Commissios Recommeded 5% of Aget Geerated Commissios $410 / Aget Per Year Icreased from $400 July 1, 2017 ~$300 / Aget Average ~$100 / Aget Average ~$400 / Aget Agets Cotiuig Frachise Fees Broker Fee Aual Dues 1 Illustrative of idepedet regios i the U.S. 23

24 Reveue Model Compay-owed Regios i U.S. & Caada Reveue Streams from Aget to Frachisee to RE/MAX Aual Reveue per Aget to RE/MAX (U.S. & Caada) RE/MAX ~$2,500 / Aget Average $128 / Aget Per Moth Icreased from $123 July 1, 2016 Frachises / Brokerages Fixed Mothly Maagemet Fee 1% of Aget Geerated Commissios Recommeded 5% of Aget Geerated Commissios $410 / Aget Per Year Icreased from $400 July 1, 2017 ~$1,400 / Aget Average ~$700 / Aget Average ~$400 / Aget Agets Cotiuig Frachise Fees Broker Fee Aual Dues 1 Illustrative of compay-owed regios i the U.S. 24

25 Frachise Sales Drive Aget Growth Global Frachise Sales Cosistetly Strog Key Iitiatives ,826 98,010 93,228 89,008 87, , , , , , ,000 95,000 90,000 85,000 80,000 75, Target uderpeetrated geographies i the U.S. ad Caada where RE/MAX share is below etwork average Sellig to etrepreeurial brokers who will grow the busiess Record frachise sales i 2015 Followed 2015 with historically strog frachise sales i 2016 Frachise Sales Aget Cout 25

26 Fiacials

27 Aual Fiacial Performace Geeratig High Margis Reveue Adjusted EBITDA 1 Adjusted Net Icome 1 ($M) ($M) ($M) $171 $177 $176 $80 $90 $95 $43 $49 $ Stable, High Adjusted EBITDA Margis 47% 51% 54% 1 Adjusted EBITDA ad Adjusted Net Icome are No-GAAP measures. See Appedix for defiitios ad recociliatios of No-GAAP measures. 27

28 Quarterly Fiacial Performace Geeratig High Margis Reveues Adjusted EBITDA 1 Adjusted Net Icome 1 $48 $49 ($M) ($M) ($M) $46 $43 $44 $25 $26 $23 $22 $29 $14 $14 $13 $12 $16 Q Q Q Q Q Q Q Q Q Q Q Q Q Q Q Stable, High Adjusted EBITDA Margis 58% 56% 51% 47% 60% 1 Adjusted EBITDA ad Adjusted Net Icome are No-GAAP measures. See Appedix for defiitios ad recociliatios of No-GAAP measures. 28

Reveue by Stream ad Geographic Area Growig Recurrig Reveue Base Reveue Streams Reveue by Geographic Area 19% Aual Dues Caada 13% Outside the U.S. ad Caada 4% 14% Frachise Sales & Other Frachise Reveue 46% Cotiuig Frachise Fees 21% Broker Fees 83% U.

29 Reveue by Stream ad Geographic Area Growig Recurrig Reveue Base Reveue Streams Reveue by Geographic Area 19% Aual Dues Caada 13% Outside the U.S. ad Caada 4% 14% Frachise Sales & Other Frachise Reveue 46% Cotiuig Frachise Fees 21% Broker Fees 83% U.S. Recurrig fees ad dues (i.e. Cotiuig Frachise Fees ad Aual Dues) accouted for 65% of reveue i 2016 ~96% of 2016 reveue was geerated i the U.S. ad Caada 29

30 Low Leverage to Support Strategy Maturities of Debt 1 Balace Sheet $222.7 Credit facility of $235.0 millio plus $10.0 millio revolvig credit facility Coveat light deal Variable Rate: LIBOR + 275bps with 0.75% floor $229.9 millio i term loas 1 ad o revolvig loas outstadig Cash balace of $70.3 millio o Jue 30, 2017 Total Debt / Adjusted EBITDA of 2.3x 2 Net Debt / Adjusted EBITDA of 1.6x 3 $1.8 $2.4 $2.4 $2.4 $ Thereafter 1 Net of uamortized debt discout ad debt issuace costs 2 Based o twelve moths eded Jue 30, 2017, Adjusted EBITDA of $100.1M ad total debt of $229.9M, et of uamortized debt discout ad debt issuace costs 3 Based o twelve moths eded Jue 30, 2017, Adjusted EBITDA of $100.1M ad et debt of $159.6M, et of uamortized debt discout, debt issuace costs ad cash balace at Jue 30,

31 Cash Flow Geeratio Fuels Capital Allocatio Strategy Strog Aual Adjusted EBITDA Coversio to FCF Full-Year 2016 $ s i Millios $64 $60 $50 Capital Allocatio Priorities $35 1 Acquire idepedet regios 2 Reivest i the busiess 3 Other acquisitios Operatig Cash Flow Free Cash Flow1 Free Cash Flow after Distributios 2 to RIHI Uecumbered 3 Cash Geerated 4 Retur of capital As % of Adj. EBITDA 63% 52% 37% 1 Free Cash Flow = Operatig Cash Flow Capital Expeditures 2 Free Cash Flow after Distributios to RIHI = Free Cash Flow Tax ad other discretioary o-divided distributios paid to RIHI to eable RIHI to satisfy its icome tax obligatios 3 Uecumbered Cash Geerated = Free Cash Flow after Distributios to RIHI Quarterly debt pricipal paymets Aual excess cash flow paymet o debt, see Appedix for recociliatio of No-GAAP measures 31

Fee- Based Reveue Model with Strog Margis ad Cash Flow 100% Frachised Busiess Multiple Drivers of

32 Leadig Real Estate Frachisor #1 Real Estate Frachise Brad 1 with Umatched Global Footprit Highly Productive Network of More Tha 115,000 Agets Aget-Cetric Model is Differet ad Better Stable, Recurrig Fee- Based Reveue Model with Strog Margis ad Cash Flow 100% Frachised Busiess Multiple Drivers of Shareholder Value Creatio 1 Source: MMR Strategy Group survey of uaided brad awareess i the U.S. ad Caada 32

33 Each Office Idepedetly Owed ad Operated. 17_191524

34 Positive Forecasts for 2016 & 2017 Gradual Expasio of the Housig Market Cotiues Mothly Existig Home Sales 1 (Thousads) Aual Existig Home Sales 2,3 (M) Faie Mae NAR e 2018e Home Price Appreciatio 2,3 (YoY) Housig Starts - Sigle Family 3,4 (Thousads) 5.9% 6.8% 6.2% Faie Mae 5.8% 5.1% 5.1% 4.7% NAR 713 Faie Mae NAHB % e 2018e e 2018e 1 Source: NAR (Natioal Associatio of Realtors) Existig Home Sales, umbers preseted are ot seasoally adjusted; Jue 2013 through Jue Source: NAR (Natioal Associatio of Realtors) U.S. Ecoomic Outlook, July Source: Faie Mae Ecoomic ad Strategic Research Housig Forecast, July Source: NAHB (Natioal Associatio of Home Builders) Housig ad Iterest Rate Forecast Jue

35 Mortgage Fiace Forecasts Purchase Origiatios Expected to Grow, Rates to Rise Slowly Loa Origiatios 1 Mortgage & Iterest Rates 1 Purchase $990 $901 Refiace $1,089 $538 $1,178 $1,245 $410 $ Year Fixed 3.6% 1.8% 10-Year Treasury 4.9% 4.2% 3.0% 2.5% 5.3% 3.5% e 2018e 2019e e 2018e 2019e 1 Source: Mortgage Bakers Associatio MBA Mortgage Fiace Forecast July

36 Corporate & Tax Structure Orgaizatioal Structure Geeral Features of Up-C Structure Class A shares of RE/MAX Holdigs, Ic. are held by public ivestors (Class A shares = oe vote per share ad 100% of ecoomic rights i RE/MAX Holdigs, Ic.) Class B shares of RE/MAX Holdigs, Ic. are held by RIHI (Class B shares = high vote ad o ecoomic rights i RE/MAX Holdigs, Ic.) RIHI ad RE/MAX Holdigs, Ic. hold commo uits i RMCO, LLC RIHI has redemptio rights to redeem RMCO, LLC commo uits for Class A shares of RE/MAX Holdigs, Ic. or cash (at the electio of RE/MAX Holdigs, Ic.) Cotiued taxatio of RMCO, LLC as a partership; RE/MAX Holdigs, Ic. taxed as a C Corporatio at a estimated tax rate of 38% Key Terms of Tax Receivable Agreemet Cosistet with other Up-C IPO precedets, RE/MAX Holdigs, Ic. is party to a Tax Receivable Agreemet ( TRA ) with each of RIHI ad Oberdorf Ivestmets LLC Uder the terms of the TRA, RE/MAX Holdigs, Ic. is obligated to make cash paymets to RIHI ad Oberdorf Ivestmets LLC i respect of 85% of the amout of certai tax savigs that RE/MAX Holdigs, Ic. may realize as a result of its expected share of amortizable or depreciable tax basis i specified assets of RMCO, LLC RE/MAX Holdigs, Ic. will retai 15% of ay tax savigs that it may realize RE/MAX Holdigs, Ic. will fud its paymets uder the TRA from cash distributios received from RMCO, LLC 36

37 RE/MAX Holdigs, Ic. Adjusted EBITDA Recociliatio to Net Icome (Reflects RE/MAX Holdigs with 100% owership of RMCO, LLC) (Uaudited) (Amouts i thousads) Year Eded December 31, Net icome $ 47,810 $ 51,350 $ 43,979 $ 28,252 $ 33,324 $ 24,249 Depreciatio ad amortizatio 16,094 15,124 15,316 15,166 12,090 14,473 Iterest expese 8,596 10,413 9,295 14,647 11,686 12,203 Iterest icome (160) (178) (313) (321) (286) (372) Provisio for icome taxes 15,273 12,030 9,948 2,844 2,138 2,172 EBITDA 87,613 88,739 78,225 60,588 58,952 52,725 (Gai) loss o sale or dispositio of assets ad sublease (1) (171) (3,650) (340) 971 1,352 1,595 Loss o early extiguishmet of debt ad debt modificatio expese (2) 2, , Equity-based compesatio 2,330 1,453 2,002 2,995 1,089 - Chairma Executive Comp (3) ,261 3,000 3,000 Public offerig related expeses (4) 193 1,097-6, Acquisitio related expeses (5) 1,899 2, Adjusted EBITDA (6) $ 94,757 $ 90,483 $ 80,378 $ 76,103 $ 64,865 $ 57,704 Adjusted EBITDA Margi (6) 53.7% 51.2% 47.0% 47.9% 45.1% 41.7% (1) Represets gais o the sale or dispositio of assets as well as the gais o the sublease of a portio of the Compay s corporate headquarters office buildig. (2) Represets losses icurred o early extiguishmet of debt o the Compay s credit facility for each full-year period preseted as well as costs associated with the refiacig of the Compay s credit facility durig the year eded December 31, (3) Represets the aual salaries paid to David Liiger, our Chairma ad Co-Fouder, ad Gail Liiger, our Vice Chair ad Co-Fouder. Such salaries have ot bee paid subsequet to the IPO, ad will ot be paid i future periods. (4) Represets costs icurred for compliace services performed i coectio with the issuace of shares of Class A commo stock as a result of the RIHI, Ic. ( RIHI ) redemptio of 5,175,000 commo uits i RMCO durig the fourth quarter of 2015 (the Secodary Offerig ). (5) Acquisitio-related expeses iclude fees icurred i coectio with the Compay s acquisitios of certai assets of HBN, Ic. ( HBN ) ad Tails, Ic. ( Tails ) i October 2013, the acquisitio of six Idepedet Regios (New York, Alaska, New Jersey, Georgia, Ketucky/Teessee ad Souther Ohio, collectively, the ( 2016 Acquired Regios ) ad the acquisitio of Full House Mortgage Coectio, Ic., ow kow as Motto Mortgage ( Motto ). Costs iclude legal, accoutig ad advisory fees as well as cosultig fees for itegratio services. (6) No-GAAP measure. See the ed of this presetatio for defiitios of No-GAAP measures. 37

38 RE/MAX Holdigs, Ic. Adjusted EBITDA Recociliatio to Net Icome (Reflects RE/MAX Holdigs with 100% owership of RMCO, LLC) (Uaudited) (Amouts i thousads) Quarter Eded Q Q Q Q Q Q Net icome $ 15,637 $ 10,071 $ 8,514 $ 14,520 $ 14,380 $ 10,396 Depreciatio ad amortizatio 5,397 5,995 4,612 3,889 3,872 3,721 Iterest expese 2,462 2,354 2,103 2,121 2,091 2,281 Iterest icome (25) (26) (42) (32) (35) (51) Provisio for icome taxes 4,762 3,030 3,097 4,632 4,285 3,259 EBITDA 28,233 21,424 18,284 25,130 24,593 19,606 Loss (gai) o sale or dispositio of assets ad sublease (1) (74) (47) 4 (99) (99) 23 Loss o early extiguishmet of debt ad debt modificatio expese (2) - - 2, Equity-based compesatio Acquisitio related expeses (3) , Public offerig related expeses (4) Adjusted EBITDA (5) $ 29,165 $ 22,496 $ 22,763 $ 25,701 $ 25,285 $ 21,008 Adjusted EBITDA Margi (5) 59.7% 46.6% 51.2% 56.4% 58.3% 49.0% (1) Represets gais o the sale or dispositio of assets as well as the gais o the sublease of a portio of the Compay s corporate headquarters office buildig. (2) Represets losses icurred o early extiguishmet of debt o the Compay s credit facility for each full-year period preseted as well as costs associated with the refiacig of the Compay s credit facility durig the year eded December 31, (3) Acquisitio-related expeses iclude fees icurred i coectio with the Compay s acquisitios of certai assets of HBN ad Tails, the 2016 Acquired Regios ad the acquisitio of Motto. Costs iclude legal, accoutig ad advisory fees as well as cosultig fees for itegratio services. (4) Represets costs icurred for compliace services performed i coectio with the issuace of shares of Class A commo stock as a result of the Secodary Offerig (5) No-GAAP measure. See the ed of this presetatio for defiitios of No-GAAP measures. 38

39 RE/MAX Holdigs, Ic. Adjusted Net Icome ad Adjusted EPS Recociliatio to Net Icome (Reflects RE/MAX Holdigs with 100% owership of RMCO, LLC) (Uaudited) (Amouts i thousads) Year Eded December 31, Net icome $ 47,810 $ 51,350 $ 43,979 $ 28,252 $ 33,324 $ 24,249 Amortizatio of frachise agreemets 14,590 13,566 13,566 12,274 9,080 11,235 Provisio for icome taxes 15,273 12,030 9,948 2,844 2,138 2,172 Add backs: (Gai) loss o sale or dispositio of assets ad sublease (1) (171) (3,650) (340) 971 1,352 1,595 Loss o early extiguishmet of debt ad debt modificatio expese (2) 2, , Equity-based compesatio 2,330 1,453 2,002 2,995 1,089 - Chairma Executive Compesatio (3) ,261 3,000 3,000 Public offerig related expeses (4) 193 1,097-6, Acquisitio related expeses (5) 1,899 2, Adjusted pre-tax et icome 84,817 78,690 69,646 58,885 50,455 42,635 Less: Provisio for icome taxes at 38% (32,230) (29,902) (26,465) (22,376) (19,173) (16,201) Adjusted et icome (6) $ 52,587 $ 48,788 $ 43,181 $ 36,509 $ 31,282 $ 26,434 (1) Represets gais o the sale or dispositio of assets as well as the gais o the sublease of a portio of the Compay s corporate headquarters office buildig. (2) Represets losses icurred o early extiguishmet of debt o the Compay s credit facility for each full-year period preseted as well as costs associated with the refiacig of the Compay s credit facility durig the year eded December 31, (3) Represets the aual salaries paid to David Liiger, our Chairma ad Co-Fouder, ad Gail Liiger, our Vice Chair ad Co-Fouder. Such salaries have ot bee paid subsequet to the IPO, ad will ot be paid i future periods. (4) Represets costs icurred for compliace services performed i coectio with the issuace of shares of Class A commo stock as a result of the Secodary Offerig (5) Acquisitio-related expeses iclude fees icurred i coectio with the Compay s acquisitios of certai assets of HBN, Ic. HBN ad Tails, i October 2013, the 2016 Acquired Regios ad the acquisitio of Motto. Costs iclude legal, accoutig ad advisory fees as well as cosultig fees for itegratio services. (6) No-GAAP measure. See the ed of this presetatio for defiitios of No-GAAP measures. 39

40 RE/MAX Holdigs, Ic. Adjusted Net Icome ad Adjusted EPS Recociliatio to Net Icome (Reflects RE/MAX Holdigs with 100% owership of RMCO, LLC) (Uaudited) (Amouts i thousads) Quarter Eded Q Q Q Q Q Q Net icome $15,637 $10,071 $ 8,514 $14,520 $14,380 $10,396 Amortizatio of frachise agreemets 4,806 5,423 4,081 3,534 3,534 3,441 Provisio for icome taxes 4,762 3,030 3,097 4,632 4,285 3,259 Add-backs: Loss (gai) o sale or dispositio of assets ad sublease (1) (74) (47) 4 (99) (99) 23 Loss o early extiguishmet of debt ad debt modificatio expese (2) - - 2, Equity-based compesatio Acquisitio related expeses (3) 557 1, Public offerig related expeses (4) Adjusted pre-tax et icome 26,137 19,596 20,171 23,257 22,891 18,498 Less: Provisio for icome taxes at 38% (9,932) (7,446) (7,665) (8,838) (8,699) (7,029) Adjusted et icome (5) $16,205 $12,150 $12,506 $14,419 $14,192 $11,469 (1) Represets gais o the sale or dispositio of assets as well as the gais o the sublease of a portio of the Compay s corporate headquarters office buildig. (2) Represets losses icurred o early extiguishmet of debt o the Compay s credit facility for each full-year period preseted as well as costs associated with the refiacig of the Compay s credit facility durig the year eded December 31, (3) Acquisitio-related expeses iclude fees icurred i coectio with the Compay s acquisitios of certai assets of HBN ad Tails, the 2016 Acquired Regios ad the acquisitio of Motto. Costs iclude legal, accoutig ad advisory fees as well as cosultig fees for itegratio services. (4) Represets costs icurred for compliace services performed i coectio with the issuace of shares of Class A commo stock as a result of the Secodary Offerig (5) No-GAAP measure. See the ed of this presetatio for defiitios of No-GAAP measures. 40

41 Aual Free Cash Flow (Uaudited) (Amouts i thousads) Year Eded December 31, Cash flow from operatios $ 64,379 $ 77,358 $ 64,445 $ 50,069 $ 51,259 $ 43,589 Less: Capital expeditures (4,395) (3,546) (2,026) (1,108) (1,610) (918) Free cash flow (1) $ 59,984 $ 73,812 $ 62,419 $ 48,961 $ 49,649 $ 42,671 (1) No-GAAP measure. See the ed of this presetatio for defiitios of No-GAAP measures. 41

42 RE/MAX Holdigs, Ic. Free Cash Flow ad Uecumbered Cash Geeratio Year Eded December 31, Cash flow from operatios $ 64,379 $ 77,358 Less: Capital expeditures (4,395) (3,546) Free cash flow (1) 59,984 73,812 Free cash flow 59,984 73,812 Less: Tax ad Other o-divided discretioary distributios to RIHI (10,391) (7,358) Free cash flow after tax ad o-divided discretioary distributios to RIHI (1) 49,593 66,454 Free cash flow after tax ad o-divided discretioary distributios to RIHI 49,593 66,454 Less: Quarterly debt pricipal paymets (2,081) (2,080) Less: Aual excess cash flow (ECF) paymet (12,727) (7,320) Uecumbered cash geerated (1) $ 34,785 $ 57,054 Summary Cash flow from operatios $ 64,379 $ 77,358 Free cash flow $ 59,984 $ 73,812 Free cash flow after tax ad o-divided discretioary distributios to RIHI $ 49,593 $ 66,454 Uecumbered cash geerated $ 34,785 $ 57,054 Adjusted EBITDA $ 94,647 $ 91,401 Free cash flow as % of Adjusted EBITDA 63.4% 80.8% Free cash flow less distributios to RIHI as % of Adjusted EBITDA 52.4% 72.7% Uecumbered cash geerated as % of Adjusted EBITDA 36.8% 62.4% (1) No-GAAP measure. See the ed of this presetatio for defiitios of o-gaap measures. 42

43 No-GAAP Fiacial Measures The SEC has adopted rules to regulate the use i filigs with the SEC ad i public disclosures of fiaci al measures that are ot i accordace with U.S. GAAP, such as Adjusted EBITDA ad the ratios related thereto, Adjusted et icome, Adjusted basic ad diluted earigs per share (Adjusted EPS) ad Free cash flow. These measures are derived o the basis of methodologies other tha i accordace withu.s. GAAP. The Com pay calculates Adjusted EBITDA as EBITDA (cosolidated et icom e before depreciatio ad amortizatio, i ter est expese, i terest icome ad the provisio for icome taxes, each of w hich is preseted i the uaudited codesed cosolidated fiacial statemets i cluded i the Quarterly Report o Form 10-Q), adjusted for the impact of the followig items that are either o-cash or the Compay does ot cosider represetative of its ogoig operatig performace: l oss or gai o sale or dispositi o of assets ad sublease, loss o early extiguishmet of debt, professioal fees ad certai expeses icurred i coectio with the Secodary Offerig, acquisitio-related expeses ad equity-based compesatio expese. Adjusted EBITDA margi represets Adjusted EBITDA as a percetage of reveue. Durig the first quarter of 2017, the Com pay revised its defiitios of Adjusted EBITDA ad Adjusted EBITDA m argi to better r eflect the performace of the busiess ad comply with SEC guidace. The Com pay ow adjusts for equity- based compesatio expese ad o loger adjusts for strai ght-lie ret expese ad severace-related expeses. Adjusted EBITDA ad Adjusted EBITDA margi were revised i prior periods to reflect this chage for cosistecy i presetatio. Because Adjusted EBITDA ad Adjusted EBITDA m argi omit certai o-cash items ad other o-recurrig cash char ges or other items, the Compay believes that each measur e is l ess susceptible to variaces that affect its operatig performace resultig from depreciatio, amortizatio ad other o-cash ad o-recurrig cash charges or other items. The Com pay presets Adjusted EBITDA ad the related Adjusted EBITDA margi because the Compay believes they are useful as supplemetal measures i evaluatig the performace of its operatig busiesses ad provi des greater trasparecy ito the C ompay s results of oper atios. The Compay s maagemet uses Adjusted EBITDA ad Adjusted EBITDA margi as factors i evaluatig the performace of the busiess. Adjusted EBITDA ad Adjusted EBITDA mar gi have limitati os as aalytical tools, ad you should ot cosider these measures i isolatio or as a substitute for aalyzig the C ompay s results as reported uder U.S. GAAP. Some of these limitatios are: these measures do ot reflect chages i, or cash requiremets for, the Compay s workig capital eeds; these measures do ot reflect the Compay s iterest expese, or the cash requiremets ecessary to service iterest or pricipal paymets o its debt; these measures do ot reflect the Compay s icome tax expese or the cash requiremets to pay its taxes; these measures do ot refl ect the cash requiremets to pay divideds to stockhol ders of the Compay s Class A commo stock ad tax ad other cash distributios to its o-cotrollig uitholders; these measures do ot reflect the cash requiremets to pay RIHI Ic. ad Oberdorf pursuat to the tax receivable agreemets; although depreciatio ad amortizatio are o-cash charges, the assets beig depr eciated ad amortized will ofte require replacemet i the future, ad these m easures do ot reflect ay cash requiremets for such replacemets; although equity-based compesatio is a o-cash charge, the issuace of equity-based awards may have a dilutive impact o earigs per share; ad other compaies may calculate these measures differetly so similarly amed measures may ot be comparable. The C ompay s Adjusted EBITDA margi guidace does ot iclude certai charges ad costs. The adjustmets to EBITDA margi i future periods are geerally expected to be similar to the kids of charges ad costs excluded from Adj usted EBITDA margi i prior quarters, such as gai o sale or dispositi o of assets ad sublease ad acquisitio related expeses, am og others. The excl usio of these char ges ad costs i future periods will have a sigificat impact o the Compay s Adjusted EBITDA margi. The Compay is ot able to provide a recociliatio of the Compay s No-GAAP fiaci al guidace to the correspodig U.S. GAAP measures without ur easoable effort because of the ucertaity ad variability of the atur e ad amout of these future charges ad costs. 43

44 No-GAAP Fiacial Measures (cotiued) Adjusted et icome is calcul ated as Net icome attributable to RE/MAX Hol digs, assumig the full exchage of all outstadi g o-cotrollig iterests for shares of Class A commo stock as of the begiig of the period (ad the related icrease to the provisio for icome taxes after such exchage), plus primarily o-cash items ad other items that maagemet does ot cosider to be useful i assessig the Compay s operatig performace (e.g., amortizati o of acquired itagi ble assets, gai o sale or dispositio of assets ad sub-lease, loss o early debt extiguishmet, public-offerig related expeses, acquisitio-related expeses ad equity-based compesatio expese). Adjusted basic ad diluted earigs per share (Adjusted EPS) are calculated as Adjusted et icome (as defi ed above) divided by pro forma (assumig the full exchage of all outstadig o-cotrollig iterests) basic ad diluted weighted average shares, as applicable. Whe used i cojuctio with GAAP fiacial m easures, Adjusted et i come ad Adjusted EPS are supplemetal measur es of operatig performace that maagemet believes ar e useful measures to evaluate the Compay s performace relative to the performace of its competitors as well as performace period over period. By assumig the full exchage of all outstadig o-cotrollig iterests, maagemet believes these measures: facilitate comparisos withother compaies that do ot have a low effective tax rate drive by a o-cotrollig iterest o a pass-through etity; facilitate period over period comparisos because they elimiate the effect of chages i Net icome attributable to R E/MAX H oldigs, Ic. drive by icreases i its owership of RMCO, LLC, which are urelated to the Compay s operatig performace; ad elimiate primarily o-cash ad other items that maagemet does ot cosider to be useful iassessig the Compay s operatig performace. Free cash flow is calculated as cash flows from operati os less capital expeditures, both as reported uder GAAP, ad quatifies how much cash a compay has to pursue opportuiti es that ehace shareholder val ue. The Com pay believes free cash fl ow is us eful to ivestors as a supplem etal measure as it calcul ates the cash flow av ailabl e for workig capital eeds, reivestmet opportuities, potetial idepedet regio ad strategic acquisitios, divided paymets or other strategic uses of cash. Free cash flow after tax ad o-divided distributios to RIHI is calcul ated as free cash fl ow less tax ad other o-divided distributios paid to RIHI (the o-cotrollig iterest holder) to eabl e RIHI to satisfy its i come tax obligatios. Similar paymets would be made by the C ompay directly to feder al ad state taxig authorities as a compoet of the C ompay s cosolidated pr ovisio for icome taxes if a full exchage of o-cotrollig iterests occurred i the future. As a result ad give the sigificace of the C ompay s ogoig tax ad odivided distributio obligatios to its o-cotrollig iterest, free cash flow after tax ad o-divided distributios, whe used i cojuctio with GAAP fiacial measures, provides a meaigful view of cash flow available to the Compay to pursue opportuities that ehace shareholder value. Uecumbered cash geeratedis calculated as free cash flow after tax ad o-divided distributios to RIHI l ess quarterly debt pricipal paymets less aual excess cash fl ow paymet o debt, as applicabl e. Give the sigificace of the Compay s excess cash flow paymet o debt, whe applicable, uecum bered cash geerated, whe used i cojuctio with GAAP fiacial measur es, provides a meaigful view of the cash flow available to the Compay to pursue opportuities that ehace shareholder value after cosiderig its debt service obligatios. 44

Investor Presentation. May 2017

Investor Presentation. May 2017 Investor Presentation May 2017 2 Forward-Looking Statements This presentation includes forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities