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May 2016

Investor Presentation

Pete Crowe – SVP Communications, Marketing – [email protected]

Andy Schulz – Executive Director Investor Relations – [email protected]

mailto:[email protected]


2

Forward Looking Statements and Non-GAAP Information

This presentation contains forward-looking statements within the meaning of federal securities laws, that are subject to risks and uncertainties. All statements other

than statements of historical facts contained in this presentation are forward-looking statements. Forward-looking statements give the company current expectations

and projections relating to the company’s financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-

looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such “may,” “will,” “should,” “expect,”

“plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or other words and terms of similar

meaning in connectionwith any discussionof the timingor nature of future operatingor financial performance or other events.

These forward-looking statements are based on assumptions that the company has made in light of its industry experience and perceptions of historical trends, current

conditions, expected future developments and other factors the company believes are appropriate under the circumstances. As you consider this presentation, you

should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the company’s

control) and assumptions. The company derives many of its forward-looking statements from its operating budgets and forecasts, which are based upon many detailed

assumptions. While the company believe that the assumptions are reasonable, the company cautions that it is very difficult to predict the impact of known factors and it

is impossible to anticipate all factors that could affect actual results. Important factors that could cause actual results to differ materially from the company’s

expectations, or cautionary statements, are disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition

and Results of Operations” in the Company’s most recent Form 10-K filed with the Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent

reports filed with the SEC. All forward-looking statements attributable to the Company, or persons acting on the Company’s behalf, are expressly qualified in their

entirety by these cautionary statements. Because of these factors, the company cautions that you should not place undue reliance on any forward-looking statements.

Further, any forward-looking statement speaks only as of the date on which it is made. New risks and uncertainties arise from time to time, and it is impossible to predict

those events or how they may affect the company. Except as required by law, the company has no duty to, and does not intend to, update or revise the forward-looking

statements in this presentationafter the date of this presentation.

This presentation refers to “Adjusted EBITDA,” “Adjusted Net Income”, “Adjusted Basic and Diluted EPS”, “Free Cash Flow”, “Free Cash Flow less Distributions to RIHI”

and “Unencumbered Cash.” Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Free Cash Flow less Distributions to RIHI and Unencumbered Cash are not

measures of financial performance or liquidity under generally accepted accounting principles (“GAAP”) and the use of Adjusted EBITDA, Adjusted Net Income, Free

Cash Flow, Free Cash Flow less Distributions to RIHI and Unencumbered Cash is limited because they do not include certain material costs necessary to operate this

business. In addition, Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Free Cash Flow less Distributions to RIHI and Unencumbered Cash, as presented, may

not be comparable to similarly titled measures of other companies. See the Appendix for a reconciliation of Adjusted EBITDA, Adjusted Net Income, Free Cash Flow,

Free Cash Flow less Distributions to RIHI and UnencumberedCashwith the mostdirectly comparable measure under GAAP.

3

Highly productive network of more than 100,000 agents

Unmatched global footprint

Recurring fee streams based on agent count

High Adjusted EBITDA margins

Strong free cash flow generation

Low fixed-cost structure

100% franchised business

Attractive Franchise Model

Leading Real Estate Franchise with Recurring Revenues, High Margins & Strong Free Cash Flow

4

Dave LinigerCo-Founder, Chairman & CEO

RE/MAX Management Team

Adam ContosChief Operating Officer

Geoff LewisPresident

Karri CallahanChief Financial Officer

Pete Crowe – SVP Communications, Marketing – [email protected]

Andy Schulz – Executive Director Investor Relations – [email protected]



5

Why Invest in RE/MAX Today?

Organic Growth Catalysts Return of Capital

Shareholder Return Driven By

Stable recurring revenue

High margin

Strong FCF generation

Driven by:

1) Agent growth

2) Franchise sales

3) Steadily improving

housing market

Independent regional

acquisitions

Commitment to reinvest in

the business

Other acquisitions and

partnerships

Committed to returning

capital through dividend

payments over time

Dividend metrics:

– ~21% of FCF in 2015 (1)

– ~1.6% yield (2)

FCF Fuels Catalysts and Return of Capital to Create Shareholder Value

1. Free Cash Flow (“FCF”) = Operating Cash Flow – Capital Expenditures; $15M 2015 quarterly dividend payments / $71M 2015 FCF = 21%; see appendix for reconciliation of non-GAAP measures2. Yield based on regular quarterly dividend of $0.15 and a stock price of $37.40 per share as of May 6, 2016

6

Agent count growth

+6,753 agents, + 6.8%

YoY

Stable recurring revenue

62.5% in Q1 2016

Delivered margin

expansion

+740 basis points YoY

Strong FCF generation

$11M FCF in Q1 2016

Focused on Creating Shareholder ValueContinued Execution of our Strategy in the First Quarter of 2016

Organic Growth Catalysts

Shareholder Return Driven By

Independent Region

Acquisitions

New York – Feb. 2016

Alaska – April 2016

Commitment to reinvest

Momentum – Broker &

Agent Development

Launch of the

redesigned Remax.com

Sold Company-owned

brokerages

100% Franchised

Committed to returning

capital via dividends

Increased quarterly

dividend 20% to $0.15

per share in February

2016

Return of Capital

7

Strong Execution has Delivered Solid Results

Financial

Performance

Continued mid-single digit revenue growth: 7.6% growth in 2014 and 3.4% YoY growth in 2015 Stable, high margins: ~51.7% 2015 Adjusted EBITDA margin

Operational

Excellence

7.0% and 5.1% YoY growth in agent count in 2015 and 2014, respectively

– Consistent positive agent growth since 2011

– Agent count grew by ~6,800 in 2015, highest growth in the last 10 years

– Strong agent count growth outside the U.S. (15.4% growth in 2015)

~9% growth in franchise sales and other franchise revenue in 2015

Housing

Fundamentals

Gradually improving housing market; existing home sales in the U.S. were up 6.3% in 2015(1)

New home sales were up 14.6% in 2015, with continued growth in building permits and housing starts that

indicate potential for continued strong growth

Home inventory still the main governor on the housing market

Capital

Allocation

Significant free cash flow (“FCF”)(2) committed towards increasing shareholder value

– Purchased New York Region for $8.5M on February 22, 2016

– ~21% of FCF distributed to shareholders in dividends in 2015, excluding special dividend

– Current dividend yield of ~1.6%(3)

– Paid special dividend of $1.50 per share or $45M in April 2015

Cash Flow &

Balance Sheet

Continued strong cash flow, with minimal capital expenditure requirements

– FCF ~78% of 2015 Adj. EBITDA and unencumbered cash ~59% of 2015 Adj. EBITDA (2)(4)

Low leverage to support opportunistic acquisitions: ~3.0x gross leverage post IPO to 2.2x as of year-end 2015

1. National Association of Realtors.; 2015 Existing Home Sales2. Free Cash Flow = Operating Cash Flow – Capital Expenditures; $15M 2015 quarterly dividend payments / $71M 2015 FCF; see appendix for reconciliation of non-GAAP measures; see appendix for reconciliation of non-GAAP measures

3. Yield based on regular quarterly dividend of $0.15 and a stock price of $37.40 per share as of May 6, 2016

4. Unencumbered Cash Generated = Free Cash Flow less Distributions to RIHI – Quarterly debt principal payment – Annual excess cash flow payment on debt; see appendix for reconciliation of non-GAAP measures

8

Unique product or service offering

Brand name and market share

Training and productivity tools

Group purchasing power

Key Investment Highlights of a Franchise Business

1

2

3

4

Key Success Factors of Franchisors Successful Franchisors

9

Investment Highlights

1. Source: MMR Strategy Group survey of unaided brand awareness in the U.S. and Canada

#1 Real Estate Franchise

Brand (1) with Unmatched

Global Footprint

Highly Productive Network of

More Than 100,000 Agents in

nearly 100 Countries

Multiple Drivers of

Shareholder Value

Stable, Recurring Fee-Based

Revenue Model with Strong

Margins and Cash Flow

100% Franchised

Business

Committed and

Experienced

Leadership Team

10

U.S. Market Share (1)

Transaction Sides

Per Agent

in RT500 (2)

Agents Worldwide

YE 2015 Countries (3)

Unaided Brand

Awareness (4)

Offices

Worldwide

#1 17.3 104,826 95+ 27.0% 6,986

#2 6.8 133,212 13 8.3% 773

#3 8.6 84,800 34 14.0% 3,000

#4 8.2 101,400 63 19.7% 6,900

#5 9.4 36,800 30 1.9% 2,350

#6 6.3 18,800 44 1.6% 835

#7 7.0 10,200 2 1.0% 300

N/A 8.7 42,000 1 4.0% 1,200

#1 Real Estate Franchise Brand

Ranking RE/MAX vs. Other National Real Estate Franchise Brands

Realogy Brand

Data is full- year or as of year-end 2015, as applicable. Except as noted, Coldwell Banker, Centur y 21, ERA, Sotheby’s and Better H omes and Gardens data is as reported byRealog yCor porati on on SEC For m 10-K, Annual R eport for 2015;Keller Williams, and Berkshire Hathaway HomeServices data is from company websites and industry reports

1. As measured by residential transaction sides; Keller Williams reports all transaction sides and does not itemize U.S. residential transactions

2. Transaction sides per agent calculated by RE/MAX based on 2016 REAL Trends 500 data, citi ng 2015 transaction sides for the 1,605 largest participati ng U.S. br okerages. C oldwell Banker includes NRT. Ber kshire does not incl udeHomeServices of America

3. Based on lists of countries claimed at each franchisor’s website, excluding claimed locations that are not independent countries (i.e. territories, etc.)4. MMR Strategy Group study of unaided awareness among buyers, sellers, and those planning to buy or sell; asked, when they think of real estate brands, which ones come to mind?

(1)

11

RE/MAX – Our Differentiated Approach

Owned / operated by broker

30-40% of commission goes to broker

Commission rate typically determined by broker, not agent

Marketing dictated by broker

Minimal training

Traditional Brokerage

vs.

100% franchised

― Relatively low initial franchisee fee

Recommended 95% / 5% commission split (agent / broker)

Ability for agent to set commission rates with sellers in many cases

Ability to self-promote

Multiple support channels

― Brand

― Marketing ― Training

Model Driven by Commission Model Driven by Agent Count

12

Differentiated Agent-Centric Approach Attracts Entrepreneurial Agents and Franchisees

#1 name in real estate (1)

RE/MAX agents average more than twice as many residential transaction sides compared

to the average of all competitors in the 2015 Real Trends 500 survey of the country’s

largest brokerages (2)

Founded by industry “mavericks”

Agent-centric model

Freedom to set commission rates, self-promote, etc.

We believe we generate more free leads than any other brand

Global agent network facilitates agent-to-agent referrals

#1 real estate franchise website (3), global websites attract buyers and sellers

Our Agents and Franchisees are in Business FOR Themselves, But NOT by Themselves

1. MMR Strategy Group survey of unaided brand awareness.2. Calculated by RE/MAX based on 2015 REAL Trends 500 data, using 2015 transaction sides for the 1,605 largest participating U.S. Brokerages.

3. Hitwise January – June 2015 report of all U.S. websites in the “Business and Finance – Real Estate” category

Affiliation with #1

Brand

Attractive Agent &

Franchise

Economics

Entrepreneurial

Culture

Lead Referral

System

Training Programs

RE/MAX University; 24/7 on demand and certification training courses

Successful “Momentum” agent and broker development program focused on production

and profitability

Ability to achieve highly valued industry designations and certifications

Recommended 95% / 5% split with broker vs. 70% / 30% or 60% / 40% at traditional

brokerages

Sell more, earn more

Relatively low initial franchisee fee

13

87,476 89,008

93,228

98,010

104,826

106,708

70,000

75,000

80,000

85,000

90,000

95,000

100,000

105,000

110,000

2011 2012 2013 2014 2015 YTD 2016

Global Agent Network Growing

+19,232 agents from

year-end 2011 through

Q1 2016

Strongest full-year

agent gain in 2015

since 2005

Continue to grow

organically and through

independent region

acquisitions

3/31/20162011 2012 2013 2014 2015

14

Unmatched Global Footprint

March 31, 2016

Canada19,819 Agents

Outside the U.S.

and Canada26,572 Agents

U.S.60,317 Agents

RE/MAX Regional or Franchise Presence

March 31, 2016

RE/MAX Global Footprint Agents by Geography

The RE/MAX brand spans nearly 100 countries

56%19%

25%

15

0.0

2.0

4.0

6.0

8.0

1973 1977 1981 1985 1989 1993 1997 2001 2005 2009 2013 '17e

7.1

4.1

U.S. Housing Market Steadily Improving

1. National Association of Realtors (NAR). 2016 estimates based on NAR forecast as of March 20162. 2015 Primary Mortgage Market Survey (Freddie Mac)

Existing Home Sales (1)

30-Year Fixed Rate Mortgage Interest Rate (%)

40-Year Average: 8.4%

Average30-Year Fixed Rate Mortgage Rate

Mortgage Rates Attractive (2)

(MM)

Non-Recession Years Recession Years NAR Forecast

0

5

10

15

20

1973 1976 1980 1984 1988 1992 1996 1999 2003 2007 2011 2015

’16e

5.65.4

16

648 715

821

927

647 713

838

1,017

2014 2015 2016e 2017e

Fannie Mae NAHB

200

250

300

350

400

450

500

550

600

Positive Forecasts for 2016 & 2017Gradual Expansion of the Housing Market Continues

1Source: NAR (National Association of Realtors) – Existing Home Sales, numbers presented are not seasonally adjusted; June 2011 through March 20162Source: NAR (National Association of Realtors) – U.S. Economic Outlook, March 20163Source: Fannie Mae – Economic and Strategic Research – Housing Forecast, April 20164Source: NAHB (National Association of Home Builders) – Housing and Interest Rate Forecast, April 2016

Monthly Existing Home Sales1 (Thousands) Annual Existing Home Sales2,3 (M)

Housing Starts - Single Family3,4 (Thousands)Home Price Appreciation2,3 (YoY)

4.94

5.25

5.38

5.53

4.94

5.25

5.38

5.56

2014 2015 2016e 2017e

Fannie Mae NAR

5.0%

5.8%5.2%

3.9%

5.7%

6.8%

4.2%

3.3%

2014 2015 2016e 2017e

Fannie Mae NAR

17

0.6 0.6

0.8

0.9

1.0

1.1

0.0

0.2

0.4

0.6

0.8

1.0

1.2

'10 '11 '12 '13 '14 '15

550 555

930

655

1,025

1,325

0

200

400

600

800

1,000

1,200

1,400

'10 '11 '12 '13 '14 '15

Pent Up Demand and Low Inventory Still ReignHousing Metrics Still Have Room for Improvement

1. Zelman Housing Research 2016

2. National Association of Realtors – First Time Home Buy ers

3. National Association of Home Builders and U.S. Census Bureau. Includes both single f amily and multif amily

U.S. Household Formations on Steady Upward Trend(1)

U.S. New Home Starts Rising Back

to Historical Averages(3)

(000s)

Historical Average: 1.2M

Historical Average: 1.4M

First-time Home Buyers Down(2)

Historical Avg. 2015

(MMs)

40%

32%

0%

5%

10%

15%

20%

25%

30%

35%

40%

45%

50%

18

Return of Capital

Dividend

Stable Business Model Generates

Strong Cash Flow to Drive Shareholder Value

Organic Growth

Franchise Sales

Agent Growth

Value Creation

Catalysts

Acquisitions

Reinvestment

Shareholder Return Driven by Three Pillars of Value Creation

19

792

714 729692

752

929

26

1110

18

15

17

818

725739

710

767

946

2010 2011 2012 2013 2014 2015

Key Initiatives

Office Franchise Sales New Regions

Target underpenetrated

geographies in the U.S.

and Canada where

RE/MAX market share is

below network average

Franchise sales drive

organic agent growth

~25% of 2015 U.S. agent

gain is from offices

opened in 2015

Strong franchise sales

continued in 2015

Global Franchise Sales Consistently Strong

Organic GrowthFranchise Sales Drive Agent Growth

20

45% of Agents in the U.S./Canada are in

Independent Regions (1)

Washington

Oregon

Idaho

Montana

California

Hawaii

ColoradoUtah

Wyoming

SouthDakota

NorthDakota

Texas

Pennsylvania

Delaware

Florida

North Carolina

South Carolina

BritishColumbia

Alberta

Saskatchewan

Manitoba

Yukon

U.S./Canada Overview (1)

Company-owned Regions

– 13 regions

– ~45,049 agents

Independent Regions

– 15 regions

– ~35,087 agents

– U.S.: 13 regions with ~21,848

agents (36% of U.S. agents)

– Canada: 2 regions with ~13,239

agents (67% of Canadian agents)

Average Annual Revenue per Agent (2)

– Company-owned regions: $2,451

– Independent regions: $821

Company-owned Regions

Independent Regions

Nevada

Arizona New Mexico

Maryland

Virginia

WestVirginia

Missouri

Illinois

Ohio

Northwest Territories

Nunavut

1. Agent counts as of March 31, 2016

2. Average revenue to RE/MAX, LLC per agent for the year ended December 31, 2015

CatalystAcquire Independent Franchise Regions in the U.S. & Canada

New York

Alaska

21

Capital Allocation Drives Shareholder Value

Catalysts

Internal Growth External Growth

Investing in the

Business

Independent region

acquisitions

“Momentum”

training initiative

Improved website

design

Technology tools to

enhance

productivity

Close to our core

competency (real

estate and franchise

focus)

Complementary to

value proposition

Organic Growth

Agent recruitment

and retention

Agent productivity

Franchise sales

Other Acquisitions

Shareholders

Consistent quarterly

dividend to date

$1.50 special

dividend paid in

April 2015

Dividends

Return of Capital

22

RE/MAX Four-Tier Structure Drives StrongRecurring Revenues

Brand Equity

Market Share

TV Advertising

Marketing Strategies

Corporate Communications

RE/MAXOwns the right to the RE/MAX brand

and sells franchises and franchising rights

Owns rights to sell brokerage franchises

in a specified region

13 Company-owned Regions

15 Independent Regions

Typically 15 – 20 year agreement with renewal options

Owns rights to operate a RE/MAX branded

brokerage office, list properties

and recruit agents

5 year agreement

Office Infrastructure

Sales Tools / Management

Over 6,900 Offices Worldwide

Local Services

Regional Advertising

Franchise Sales

Works with Buyer or Seller

Sets Own Commission Rate

Branded independent contractors

who operate out of local franchise

brokerage offices

1 year agreement

Agent

(or Sales

Associate)

Franchisee

(or Broker /

Owner)

Region

Owner

DescriptionTiers Services Offered

23

Franchise and Agent Fees Drive Strong Recurring Revenues

Franchise Sales and Other

Franchise Revenue

Broker Fees

Based on Real Estate Commissions; Paid Monthly

Continuing Franchise Fees

Based on Agent Count; Paid Monthly

Annual Dues

Based on Agent Count; Paid

Annually

60%

18%

42% 18%

18%

1

3

2

Brokerage Revenue1

Company-Owned Brokerages22%

8%

4 5

14%

Franchise and Agent Fees Drive Strong and Recurring Cash Flows

% of 2015

Revenue

Agent Count

BasedRecurring

Fee Streams

Transaction

Based

Other

Revenue

1. As of January 20 2016 RE/MAX sold its remaining owned brokerages and going forward will be 100% franchised and discontinue the recognition of brokerage revenue.

24

$2,451 / Agent

Average

Revenue Model – Owned Regions in U.S. & Canada

$1,413 /

Agent

Average

$638 /

Agent

Average

$400 /

Agent

RE/MAX

Franchises / Brokerages

$400 / AgentPer Year

Recommended5% of AgentGeneratedCommissions

$500-600 / AgentPer Month

$128/ Agent Per Month

1% of Agent GeneratedCommissions

Agents

2015 Revenue Streams from Agent to Franchisee to RE/MAX

2015 Annual Revenue per Agent to RE/MAX(U.S. & Canada)

Annual DuesBroker FeeContinuing

Franchise Fees

Increases from

$123 July 1, 2016

Increased from

$390 Jan. 1, 2014

25

Agents

RE/MAX

Franchises / Brokerages

Independent Regions

$400 / AgentPer Year

Recommended5% of AgentGeneratedCommissions

$500-600 / AgentPer Month

$120 Avg. / AgentPer Month

1% of Agent GeneratedCommissions

15%-30%of Continuing Franchise / Broker Fee Revenue

Implied70%-85%Upside

ThroughIndependent

RegionAcquisitions

$306 /

Agent

Average

$115 /

Agent

Average

$400 /

Agent

Revenue Model – Independent Regions in U.S. & Canada

$821 / Agent

Average

2015 Revenue Streams from Agent to Franchisee to Independent Region to RE/MAX

2015 Annual Revenue per Agent to RE/MAX(U.S. & Canada)

Annual DuesBroker FeeContinuing

Franchise Fees

Increased from

$390 Jan. 1, 2014

26

83%

12%

5%

Revenue by Stream and Geographic AreaGrowing Recurring Revenue Base

Revenue Streams

Franchise Sales &

Other Franchise

Revenue

Broker Fees

Annual Dues

Continuing

Franchise Fees

Brokerage Revenue11% 10% 9% 8%

16% 15% 14% 14%

14% 16% 17% 18%

20% 19% 18% 18%

39% 40% 42% 42%

2012 2013 2014 2015

Revenue by Geographic Area

$22.0M

$147.0M

$8.0M

U.S.

Canada

Outside the U.S.

and Canada

Recurring fees and dues (i.e. Continuing

Franchise Fees and Annual Dues) accounted for 60% of revenue in 2015

Full-year 2015

~95% of 2015 revenue

is generated in the U.S. and Canada

27

54%52%

30%

22%19%

15%12% 12% 12%

Leading Adjusted EBITDA Margin Among Peers

1. Adjusted for gain on sale or disposition of assets and sublease, loss on early extinguishment of debt, non-cash straight-line rent expense, non-recurring severance and other related expenses and acquisition integration and professional fees expense. See appendix for reconciliation with GAAP measures

2. Excludes stock based compensation for comparable companies; Adjusted EBITDA and Adjusted EBITDA margin are not GAAP measures; other companies may calculate this measure differently so these measures may not be comparable; this chart

is for illustrative purposes only3. Adjusted EBITDA margin calculations use financial statements from the most recent public filings of the companies listed

4. Choice Hotels, Yum Brands, Dominoes, and CBRE do not report Adjusted EBITDA and as such EBITDA has been used for the calculation of the margin

Adjusted EBITDA Margin (1)(2)(3)

Franchisors Real Estate Brokerages

Full-year 2015

(4) (4)(4)(4)

28

$32$37

$45$49

2012 2013 2014 2015

$67

$77$84

$91

2012 2013 2014 2015

1. As applicable in each year or period presented, adjusted for (gain) or loss on sale or disposition of assets and sublease, loss on early extinguishment of debt, non-cash straight-line rent expense, severance related expenses, acquisition related expense, non-recurring equity based compensation, and professional fees and certain non-recurring expenses incurred in connection with the IPO. See appendix for reconciliation with GAAP measures

2. Assumes consolidated income tax rate of 38%. As applicable in each year or period presented, amounts exclude the impact of amortization expense related to the Company’s franchise agreements, the GAAP provision for income taxes and are adjusted for (gain) or loss on sale or disposition of assets and sublease, loss on early extinguishment of debt, non-cash straight-line rent expense, non-recurring severance and other related expenses, acquisition integration and professional fees

expense, non-recurring equity based compensation, and professional fees and certain non-recurring expenses incurred in connection with the IPO. See appendix for reconciliation with GAAP measures

Annual Financial PerformanceGenerating High Margins

$144

$159$171

$177

2012 2013 2014 2015

MarginMargin

49%Stable, High Margins

Revenues Adjusted EBITDA (1) Adjusted Net Income (2)

23%46% 26%23%49% 28%52%

($M) ($M) ($M)

29

$42.7

$71.0

2011 2015

$59.3

$91.4

2011 2015

$138.3

$176.9

2011 2015

87,476

104,826

2011 2015

Sustained Growth and Expanding MarginsImproving across all Key Metrics

Agent Count

Adjusted EBITDA and Margin

Revenue

Free Cash Flow

+4.6% CAGR +6.3% CAGR

+11.4% CAGR +13.6% CAGR

42.9%

51.7%

30

Recent Quarterly Performance Demonstrates Momentum in the Business…

80,000

85,000

90,000

95,000

100,000

105,000

110,000

(#)

+12,323 Agents

In Last 8 Quarters

$42 $42$44

$43$44 $44 $45

$43 $43

30

40

50

($MM)

38%

57%53%

48%42%

58% 56%52% 50%

0

20

40

60

(%)

1. Reflects the sale of all the company-owned brokerages.2. As applicable in each quarter presented, adjusted for (gain) or loss on sale or disposition of assets and sublease, loss on early extinguishment of debt, non-cash straight-line rent expense, severance related expenses, acquisition related

expense, non-recurring equity based compensation, and professional fees and certain non-recurring expenses incurred in connection with the IPO. See appendix for reconciliation with GAAP measures

Q1 SeasonallyLow

Quarterly Agent Count on Rise Quarterly Revenue Growing (1)

Strong Quarterly Adjusted EBITDA Margins (1)(2)

31

Cash Flow Generation Fuels Capital Allocation Strategy

1. Free Cash Flow = Operating Cash Flow – Capital Expenditures2. Free Cash Flow less Distributions to RIHI = Free Cash Flow – Tax and other discretionary non-dividend distributions paid to RIHI to enable RIHI to satisfy its income tax obligations

3. Unencumbered Cash Generated = Free Cash Flow less Distributions to RIHI – Quarterly debt principal payment – Annual excess cash flow payment on debt; see appendix for reconciliation of non-GAAP measures

$75$71

$64

$54

Operating Cash

Flow

Free Cash

Flow

Free Cash

Flow less

Distributions

to RIHI

Unencumbered

Cash Generated

December 31, 2015

Acquire independent regions

Reinvest in the business

Other acquisitions

Return of capital

1

2

3

4

(1)

(2)

(3)

78% 59%As % of 2015

Adj. EBITDA

Capital Allocation Strategy Drives Value Creation

Capital Allocation Priorities

70%

32

Cash Flow Fuels Catalysts…

Ongoing discussions and education on valuation process

Acquired New York region in February 2016

Purchase price: $8.5M (8.5x Adjusted EBITDA)

58 offices, 869 agents, ~1.8% of NAR in New York

Acquired Texas region in December 2012

Purchase price: $45.5M (7.5x LTM Adjusted EBITDA)

Pre-acquisition growth = 86 agents gained in 2012

Post-acquisition growth = 400 average agents gained per year (2013-2015)

Post-acquisition incremental Adjusted EBITDA contribution = $7.3M per year

Independent Regional Acquisitions

Other Potential Acquisitions

Other potential acquisitions targeted to be:

Close to our core competency (real estate and franchising)

Complementary and / or value additive to our current business model and value proposition

Reinvest in the Business

Momentum broker and agent development program

Technology – lead generation, mobile, agent branding and marketing tools

33

…And Stable Franchise Model Enables Flexible Return of Capital

$0.15 in Q1 2016

$0.125 in Q1 2015

$0.0625 in 2014

$1.50

Special Dividend

Declared in March

2015

~21% FCF

Distributed as

Dividends in 2015,

Excluding Special

Dividend

Increased Quarterly

Dividend 140%

Periodically Assess Use

of Special Cash DividendHigh FCF Distribution

Commitment to Returning Capital via Consistent Dividends Since IPO: ~1.6% Yield (1)

1. Yield based on regular quarterly dividend of $0.15 and a stock price of $37.40 per share as of May 6, 2016

34

Highly productive network of more than 100,000 agents

Unmatched global footprint

Recurring fee streams based on agent count

High Adjusted EBITDA margins

Strong free cash flow generation

Low fixed-cost structure

100% franchised business

Attractive Franchise Model

Leading Real-Estate Franchisor with Recurring Revenues, High Margins & Strong Free Cash Flow

As measured by residential transaction sides

Appendix

36

$14.8

$2.1 $2.1 $2.1

2016 2017 2018 2019 Thereafter

Maturities of Debt (1) Balance Sheet

New credit facility of $230.0 million with $10.0

million revolver in Q3 2013

Covenant light deal

Variable Rate: LIBOR + 325bps with 100bps

floor (4.25%)

$187.4(2) million in term loans and no revolving

loans outstanding as of March 31, 2016

Approved access to $50 million per year, up to $100 million, under the credit facility for

acquisition purposes

Cash balance of $95.7 million on March 31,

2016

Total Debt / Adjusted EBITDA of 2.0x(3)

Net Debt / Adjusted EBITDA of 1.0x(4)

$181.5

1. Does not include excess cash flow payments associated with the 2013 credit facility of $7MM in 2015, an estimated $10MM in 2016 and future payments in 2017 and beyond dependent on leverage position2. Net of unamortized discount and debt issuance costs

3. Based on twelve months ended March 31, 2016, Adjusted EBITDA of $94.0M and total debt of $187.4M, net of unamortized discount and debt issuance costs

4. Based on twelve months ended March 31, 2016, Adjusted EBITDA of $94.0M and total debt of $187.4M, net of unamortized discount and debt issuance costs and cash and cash equivalents of $95.7M

Low Leverage to Support Strategy

37

Revenue StreamsAgent Growth & Increasing Home Sales Driving Revenue

Revenue would have increased 4.7% after adjusting for the sale of the Company-owned brokerages

Recurring revenue1 accounted for:

─ 62.5% of revenue in Q1 2016 vs. 57.6% in Q1 2015; increase mainly due to the sale of the Company-owned brokerage offices

Continuing franchise fees revenue increased primarily due to agent count growth

Broker fee increased due to agent count growth and increased home-sales volume

Brokerage revenue down due to the sale of the Company-owned brokerages

1Recurring revenue is comprised of Continuing franchise fees and Annual dues.

$ %

Continuing franchise fees $18.9 $17.7 $1.2 7.1%

Annual dues $7.9 $7.8 $0.1 1.3%

Broker fees $7.2 $6.4 $0.8 12.2%

Franchise sales and other

franchise revenue$8.8 $8.4 $0.4 4.4%

Brokerage revenue $0.1 $3.9 ($3.8) (97.1%)

Total Revenue $42.9 $44.2 ($1.3) (2.9%)

Revenue ($M)

First Quarter

2016 2015Change

38

Selling, Operating and Administrative ExpensesDecrease Due to Sale of Company-owned Brokerages

SO&A was 54.1% of revenue in Q1 2016 vs. 56.7% in Q1 2015

Selling, operating, and administrative expenses were down primarily due to a

reduction in professional fees and rent expense related to the sale of the Company-

owned brokerages

$ %

Personnel $10.8 $10.6 $0.1 1.4%

Professional fees $2.4 $2.7 ($0.3) (11.2%)

Rent $2.2 $3.2 ($1.1) (32.7%)

Other $7.8 $8.5 ($0.6) (7.3%)

Total $23.2 $25.1 ($1.8) (7.3%)

SO&A Expenses ($M)

First Quarter

2016 2015Change

39

99,955

57,945

19,161 22,849

106,708

60,317

19,819

26,572

Total U.S. Canada Outside U.S. &Canada

Growing Our Global Network Year-over-Year Agent Count Growth of 6.8%

Agent Count Growth YoY

Q1 2015 vs. Q1 2016

(+6,753 agents)

+6.8% YoY

+4.1% YoY(+2,372 agents)

+3.4% YoY(+658 agents)

+16.3% YoY(+3,723 agents)

March 31, 2015 March 31, 2016

40

35,845

22,100

38,469

21,848

Company-Owned Independent

6,327

12,834

6,580

13,239

Company-Owned Independent

Agent Count in the U.S. and CanadaSolid Growth in Company-Owned Regions

Agents in the U.S. Agents in Canada

(+2,624 agents)

+7.3% YoY1

-1.1% YoY1

(-252 agents)



March 31, 2015 March 31, 2016

Agent Count Growth YoY

Q1 2015 vs. Q1 2016

1869 agents in the U.S. converted from Independent to Company-ow ned as a result of acquiring the New York region on February 22, 2016; Company-ow ned

and Independent regions grew organically by 4.9% and 2.8%, respectively

Includes NYacquisition1

Adjusting for the New York acquisition, U.S. Company-owned and Independent

regions grew organically by 4.9% and 2.8%, respectively

41

104,826

59,918

19,668 25,240

106,708

60,317

19,819

26,572

Total U.S. Canada Outside U.S. &Canada

Growing Our Global Network Year-to-Date Agent Count Growth of Almost 2%

Agent Count Growth

Year-to-Date(As of March 31, 2016)

(+1,882 agents)

+1.8% YTD

+0.7% YTD(+399 agents)

+0.8% YTD(+151 agents)

+5.3% YTD(+1,332 agents)

December 31,2015 March 31, 2016

42

$11$10

$14 $14

$12 $12

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016

$20$19

$26 $25

$22 $21

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016

1. Adjusted for (gain) loss on sale of assets and sublease, (gain) loss on extinguishment of debt, stock based compensation, deferred rent adjustments and acquisition related expenses; see appendix for reconciliation with GAAP measures

2. Assumes full corporate tax rate of 38%; adjusted for (gain) loss on sale of assets and sublease, (gain) loss on extinguishment of debt, stock based compensation, deferred rent adjustments, salary paid to Dave and Gail Liniger that will not be paid post IPO, expenses incurred in connection with the IPO and acquisition transaction costs and amortization expense; see appendix for reconciliation with GAAP measures

Quarterly Financial PerformanceGenerating High Margins

$43$44 $44 $45

$43 $43

Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016

27%22% 31% 27%51% 49%58% 56%Stable, High Margins

Revenues Adjusted EBITDA (1) Adjusted Net Income (2)

42% 32%

($M) ($M) ($M)

43

Key Terms of Tax Receivable Agreement

Corporate & Tax Structure

Class A shares of RE/MAX Holdings, Inc. are held by public investors

(Class A shares = one vote per share and 100% of economic rights in RE/MAX Holdings, Inc.)

Class B shares of RE/MAX Holdings, Inc. are held by RIHI (Class B shares = high vote and no economic rights in RE/MAX Holdings, Inc.)

RIHI and RE/MAX Holdings, Inc. hold common units in RMCO, LLC

RIHI has “redemption rights” to redeem RMCO, LLC common units for Class A shares of RE/MAX Holdings, Inc. or cash (at the election of

RE/MAX Holdings, Inc.)

Continued taxation of RMCO, LLC as a partnership; RE/MAX Holdings, Inc. taxed as a “C” Corporation at an estimated tax rate of 38%

Consistent with other “Up-C” IPO precedents, RE/MAX Holdings, Inc. is

party to a “Tax Receivable Agreement” (“TRA”) with each of RIHI and Oberndorf Investments LLC

Under the terms of the TRA, RE/MAX Holdings, Inc. is obligated to make cash payments to RIHI and Oberndorf Investments LLC in respect of 85% of the amount of certain tax savings that RE/MAX Holdings, Inc.

may realize as a result of its expected share of amortizable or depreciable tax basis in specified assets of RMCO, LLC

RE/MAX Holdings, Inc. will retain 15% of any tax savings that it may realize

RE/MAX Holdings, Inc. will fund its payments under the TRA from cash

distributions received from RMCO, LLC

Organizational Structure General Features of “Up-C” Structure

44

1. Excludes all adjustments associated with the non-controlling interest and presents the results of operations as if all outstanding common units of RMCO were exchanged f or or conv erted into shares of the Company 's Class A common stock on a one-f or-one basis f or each period presented

2. Represents (gains) losses on the sale or disposition of assets as well as (gains) losses on the sublease of a portion of the Company 's c orporate headquarters of f ice building

3. Represents losses incurred on early extinguishment of debt on the Company 's 2013 Senior Secured Credit Facility f or each period presented4. Represents the non-cash charge to appropriately record rent expense on a straight-line basis ov er the term of the lease agreement taking into consideration escalation in monthly

cash pay ments

5. Non-recurring equity -based compensation includes non-cash compensation expense recorded related to restricted stock units granted in connection with the IPO pursuant to the Company 's 2013 Omnibus Incentiv e Plan during the three and twelv e months ended December 31, 2013 as well as the non-cash compensation expense recorded related to unit

options granted to certain employ ees pursuant to RMCO's 2011 Unit Option Plan prior to the IPO

6. Represents the salaries the Company paid to Dav id Liniger, the Company 's Chief Executive Of ficer, Chairman and Co-Founder, and Gail Liniger, the Company 's Vice Chair and Co-Founder. Such salaries hav e not been paid subsequent to the IPO, and will not be paid in f uture periods

7. Represents costs incurred in connection with the IPO

8. Represents sev erance related expenses recognized as a result of 2014 restructuring activ ities, the retirement of the Company 's f ormer Chief Executive Of ficer on December 31, 2014, subsequent organizational changes implemented during 2015, and the retirement of the Company 's f ormer President on August 19, 2015

9. Acquisition integration and prof essional f ees expense include f ees incurred in connection with the Company 's acquisitions of certain assets of HBN, Inc. and Tails, Inc. in October

2013. Costs include legal, accounting and adv isory f ees as well as consulting f ees f or integration serv ices

(Unaudited) (Amounts in thousands)

RE/MAX Holdings, Inc. Adjusted EBITDA Reconciliation to Net Income (Reflects RE/MAX Holdings with 100% ownership of RMCO, LLC)

2015 2014 2013

Consolidated:

Net income (1)

51,350$ 43,979$ 28,252$

Depreciation and amortization 15,124 15,316 15,166

Interest expense 10,413 9,295 14,647

Interest income (178) (313) (321)

Provision for income taxes 12,030 9,948 2,844

EBITDA 88,739 78,225 60,588

(Gain) loss on sale or disposition of assets and sublease (2)

(836) (340) 971

Loss on early extinguishment of debt (3)

94 178 1,798

Non-cash straight-line rent expense(4)

889 812 1,183

Equity-based compensation expense incurred prior to or in

conjunction with the IPO(5)

- - 2,748

Chairman executive compensation(6)

- - 2,261

Public offering related expenses(7)

1,097 - 6,995

Severance related expenses (8)

1,482 4,617 -

Acquisition related expenses (9)

2,750 313 495

Adjusted EBITDA 91,401$ 83,805$ 77,039$

Adjusted EBITDA Margin 51.7% 49.0% 48.5%

Year Ended December 31,

45


RE/MAX Holdings, Inc. Quarterly Adjusted EBITDA Reconciliation to Net Income (Reflects RE/MAX Holdings with 100% ownership of RMCO, LLC)



3. Represents losses incurred on early extinguishment of debt on the Company 's 2013 Senior Secured Credit Facility f or each period presented4. Non-recurring equity -based compensation includes non-cash compensation expense recorded related to restricted stock units granted in connection with the IPO pursuant to the Company 's 2013 Omnibus Incentiv e

Plan during the three and twelv e months ended December 31, 2013 as well as the non-cash compensation expense recorded related to unit options granted to certain employ ees pursuant to RMCO's 2011 Unit

Option Plan prior to the IPO5. Represents the non-cash charge to appropriately record rent expense on a straight-line basis ov er the term of the lease agreement taking into consideration escalation in monthly cash pay ments

6. Represents the salaries the Company paid to Dav id Liniger, the Company 's Chief Executive Of ficer, Chairman and Co-Founder, and Gail Liniger, the Company 's Vice Chair and Co-Founder. Such salaries hav e not

been paid subsequent to the IPO, and will not be paid in f uture periods7. Represents sev erance related expenses recognized as a result of 2014 restructuring activ ities, the retirement of the Company 's f ormer Chief Executive Of ficer on December 31, 2014, subsequent organizational

changes implemented during 2015, and the retirement of the Company 's f ormer President on August 19, 2015

8. Acquisition integration and prof essional f ees expense include f ees incurred in connection with the Company 's acquisitions of certain assets of HBN, Inc. and Tails, Inc. in October 2013. Costs include legal, accounting and adv isory f ees as well as consulting f ees f or integration serv ices


Q4 2015 Q3 2015 Q2 2015 Q1 2015 Q4 2014 Q3 2014 Q2 2014 Q1 2014 Q4 2013 Q3 2013 Q2 2013 Q1 2013

Consolidated:

Net income (1) $10,969 $ 15,193 $ 16,058 $ 9,130 $ 7,617 $ 14,055 $ 14,509 $ 7,798 $ 5,600 $ 7,697 $ 9,548 $ 5,407

Depreciation and amortization 3,740 3,765 3,808 3,811 3,799 3,767 3,812 3,938 4,078 3,656 3,707 3,725

Interest expense 2,965 2,338 2,301 2,809 2,288 2,255 2,286 2,466 2,594 5,128 3,411 3,514

Interest income (42) (36) (33) (67) (108) (58) (66) (81) (97) (82) (68) (74)

Provision for income taxes 3,148 3,277 3,457 2,148 1,818 3,116 3,129 1,885 1,111 702 577 454

EBITDA 20,780 24,537 25,591 17,831 15,414 23,135 23,670 16,006 13,286 17,101 17,175 13,026

(Gain) loss on sale or disposition of assets and sublease (2) (2,877) (66) (664) (43) (63) (52) (47) (178) 1,383 (164) (105) (143)

Loss on early extinguishment of debt (3) - - - 94 - - 178 - - 1,664 - 134

Non-recurring equity-based compensation (4) - - - - - - - - 2,047 - 321 380

Non-cash straight-line rent expense (5) 208 201 249 231 198 197 270 147 212 261 371 339

Chairman executive compensation (6) - - - - - - - - 11 750 750 750

Severance related expenses (7) - 443 588 451 4,617 - - - - - - -

Acquisition related expenses (8) 2,673 - (106) 183 163 87 45 18 246 27 222 -

Public offering related expenses (9) - - - - - - - - 1,079 2,436 2,533 947

Adjusted EBITDA $21,881 $ 25,115 $ 25,658 $ 18,747 $ 20,329 $ 23,367 $ 24,116 $ 15,993 $ 18,264 $ 22,075 $ 21,267 $ 15,433

Adjusted EBITDA Margin 50.6% 55.7% 57.9% 42.4% 47.8% 52.8% 57.0% 38.2% 45.4% 54.8% 54.2% 39.5%

46


RE/MAX Holdings, Inc. Adjusted Net Income (Reflects RE/MAX Holdings with 100% ownership of RMCO, LLC)



3. Represents losses incurred on early extinguishment of debt on the Company 's 2013 Senior Secured Credit Facility f or each period presented4. Non-recurring equity -based compensation includes non-cash compensation expense recorded related to restricted stock units granted in connection with the IPO pursuant to the Company 's

2013 Omnibus Incentiv e Plan during the three and twelv e months ended December 31, 2013 as well as the non-cash compensation expense recorded related to unit options granted to certain

employ ees pursuant to RMCO's 2011 Unit Option Plan prior to the IPO5. Represents the non-cash charge to appropriately record rent expense on a straight-line basis ov er the term of the lease agreement taking into consideration escalation in monthly cash

pay ments

6. Represents the salaries the Company paid to Dav id Liniger, the Company 's Chief Executive Of ficer, Chairman and Co-Founder, and Gail Liniger, the Company 's Vice Chair and Co-Founder. Such salaries hav e not been paid subsequent to the IPO, and will not be paid in f uture periods

7. Represents sev erance related expenses recognized as a result of 2014 restructuring activ ities, the retirement of the Company 's f ormer Chief Executive Of ficer on December 31, 2014,

subsequent organizational changes implemented during 2015, and the retirement of the Company 's f ormer President on August 19, 20158. Acquisition integration and prof essional f ees expense include f ees incurred in connection with the Company 's acquisitions of certain assets of HBN, Inc. and Tails, Inc. in October 2013. Costs

include legal, accounting and adv isory f ees as well as consulting f ees f or integration serv ices


2015 2014 2013

Consolidated:

Net income (1) $ 51,350 $ 43,979 $ 28,252

Amortization of franchise agreements 13,566 13,566 12,274

Provision for income taxes 12,030 9,948 2,844

Add-backs:

(Gain) loss on sale or disposition of assets and sublease (2) (3,650) (340) 971

Loss on early extinguishment of debt (3) 94 178 1,798

Non-recurring equity based compensation (4) — — 2,748

Non-cash straight-line rent expense (5) 889 812 1,183

Chairman executive compensation (6) — — 2,261

Severance related expenses (7) 1,482 4,617 —

Acquisition integration and professional fees expense (8) 2,750 313 495

Public offering related expenses (9) 1,097 — 6,995

Adjusted pre-tax net income 79,608 73,073 59,821

Less: Provision for income taxes at 38% (30,251) (27,768) (22,732)

Adjusted net income $ 49,357 $ 45,305 $ 37,089

Year Ended December 31,

47


RE/MAX Holdings, Inc. Quarterly Adjusted Net Income (Reflects RE/MAX Holdings with 100% ownership of RMCO, LLC)



3. Represents losses incurred on early extinguishment of debt on the Company 's 2013 Senior Secured Credit Facility f or each period presented4. Non-recurring equity -based compensation includes non-cash compensation expense recorded related to restricted stock units granted in connection with the IPO pursuant to the Company 's 2013 Omnibus Incentiv e

Plan during the three and twelv e months ended December 31, 2013 as well as the non-cash compensation expense recorded related to unit options granted to certain employ ees pursuant to RMCO's 2011 Unit Option

Plan prior to the IPO5. Represents the non-cash charge to appropriately record rent expense on a straight-line basis ov er the term of the lease agreement taking into consideration escalation in monthly cash pay ments

6. Represents the salaries the Company paid to Dav id Liniger, the Company 's Chief Executive Of ficer, Chairman and Co-Founder, and Gail Liniger, the Company 's Vice Chair and Co-Founder. Such salaries hav e not

been paid subsequent to the IPO, and will not be paid in f uture periods7. Represents sev erance and other related expenses recognized as a result of 2014 restructuring activ ities, the retirement of the Company 's f ormer Chief Executive Of ficer on December 31, 2014, subsequent

organizational changes implemented during 2015, and the retirement of the Company 's f ormer President on August 19, 2015

8. Acquisition integration and prof essional f ees expense include f ees incurred in connection with the Company 's acquisitions of certain assets of HBN, Inc. and Tails, Inc. in October 2013. Costs include legal, accounting and adv isory f ees as well as consulting f ees f or integration serv ices


Q4 2015 Q3 2015 Q2 2015 Q1 2015 Q4 2014 Q3 2014 Q2 2014 Q1 2014 Q4 2013 Q3 2013 Q2 2013 Q1 2013

Consolidated:

Net income (1) $10,969 $ 15,193 $ 16,058 $ 9,130 $ 7,617 $ 14,055 $ 14,509 $ 7,798 $ 5,600 $ 7,697 $ 9,548 $ 5,407

Amortization of franchise agreements 3,392 3,391 3,392 3,392 3,392 3,392 3,392 3,392 3,376 2,966 2,966 2,966

Provision for income taxes 3,148 3,277 3,457 2,148 1,818 3,116 3,129 1,885 1,111 702 577 454

Add-backs:

(Gain) loss on sale or disposition of assets and sublease (2) (2,877) (66) (664) (43) (63) (52) (47) (178) 1,383 (164) (105) (143)

Loss on early extinguishment of debt (3) — — — 94 — — 178 — — 1,664 — 134

Non-recurring equity based compensation (4) — — — — — — — — 2,047 — 321 380

Non-cash straight-line rent expense (5) 208 201 249 231 198 197 270 147 212 261 371 339

Chairman executive compensation (6) — — — — — — — — 11 750 750 750

Severance related expenses (7) — 443 588 451 4,617 — — — — — — —

Acquisition integration and professional fees expense (8) 2,673 — (106) 183 163 87 45 18 246 27 222 —

Public offering related expenses (9) 1,097 — — — — — — — 1,079 2,436 2,533 947

Adjusted pre-tax net income 18,610 22,439 22,974 15,586 17,742 20,795 21,476 13,062 15,065 16,339 17,183 11,234

Less: Provision for income taxes at 38% (7,072) (8,527) (8,730) (5,923) (6,742) (7,902) (8,161) (4,964) (5,725) (6,209) (6,530) (4,269)

Adjusted net income $11,538 $ 13,912 $ 14,244 $ 9,663 $ 11,000 $ 12,893 $ 13,315 $ 8,098 $ 9,340 $ 10,130 $ 10,653 $ 6,965

48


RE/MAX Holdings, Inc. Free Cash Flow and Unencumbered Cash Generation

(1) $2.55M of tax distributions paid to non-controll ing unitholders during the year ended December 31, 2014 were related to RMCO, LLC's 2013 tax year.

2015 2014

Cash flow from operations 74,588$ 63,709$

Less: Capital expenditures (3,546) (2,026)

Free cash flow 71,042 61,683


Less: Tax/Other non-dividend discretionary distributions to RIHI (1)

(7,358) (17,765)

Free cash flow after tax/non-dividend discretionary distributions to RIHI 63,684 43,918


Less: Quarterly debt principal payments (2,080) (2,189)

Less: Annual excess cash flow (ECF) payment (7,320) (14,627)

Unencumbered cash generated 54,284$ 27,102$

Summary

Cash flow from operations $ 74,588 $ 63,709



Unencumbered cash generated 54,284 27,102

Adjusted EBITDA 91,401$ 83,805$

FCF as % of Adjusted EBITDA 77.7% 73.6%

Free cash flow less distributions to RIHI as % of Adjusted EBITDA 69.7% 52.4%

Unencumbered cash generated as % of Adjusted EBITDA 59.4% 32.3%

Year Ended

49

RE/MAX Holdings, Inc. Adjusted EBITDA Reconciliation to Net Income (Reflects RE/MAX Holdings with 100% ownership of RMCO, LLC)

(Unaudited) (Amounts in thousands, except percentages)

(1) Represents (gains) losses on the sale or disposition of assets as w ell as the (gains) losses on the sublease of a portion of the Company’s corporate

headquarters off ice building.

(2) Represents losses incurred on early extinguishment of debt on the Company’s 2013 Senior Secured Credit Facility for the three months ended March 31,

2016 and 2015.

(3) Represents the non-cash charge to appropriately record rent expense on a straight-line basis over the term of the lease agreement taking into consideration escalation in monthly cash payments.

(4) Represents costs incurred for compliance services performed during the three months ended March 31, 2016 in connection w ith the Secondary Offering.

(5) Represents severance and other related expenses due to organizational changes implemented during 2015 as a result of the retirement of the

Company’s former Chief Executive Officer on December 31, 2014 and the separation of the Company’s former Chief Financial Officer and Chief

Operating Officer effective March 31, 2016.(6) Acquisition related expenses include fees incurred in connection w ith the Company’s acquisitions of certain assets of HBN and Tails in October 2013 and

of RE/MAX of New York in February 2016. Costs include legal, accounting and advisory fees as w ell as consulting fees for integration services.

Consolidated:

Net income $ 10,396 $ 9,130

Depreciation and amortization 3,721 3,811

Interest expense 2,281 2,809

Interest income (51) (67)

Provision for income taxes 3,259 2,148

EBITDA 19,606 17,831

Loss (gain) on sale or disposition of assets and sublease (1) 23 (43)

Loss on early extinguishment of debt (2) 136 94

Non-cash straight-line rent expense (3) 224 231

Public offering related expenses (4) 193 —

Severance related expenses (5) 914 451

Acquisition related expenses (6) 284 183

Adjusted EBITDA $ 21,380 $ 18,747

Adjusted EBITDA Margin 49.8 % 42.4 %

2016 2015

Three Months Ended March 31,

50

RE/MAX Holdings, Inc. Adjusted Net Income and Adjusted Earnings per Share(Reflects RE/MAX Holdings with 100% ownership of RMCO, LLC)

(Unaudited) (Amounts in thousands except shares outstanding and EPS)

(1) Represents (gains) losses on the sale or disposition of assets as w ell as the (gains) losses on the sublease of a portion of the Company’s corporate

headquarters off ice building.

(2) Represents losses incurred on early extinguishment of debt on the Company’s 2013 Senior Secured Credit Facility for the three months ended March 31,

2016 and 2015.

(3) Represents the non-cash charge to appropriately record rent expense on a straight-line basis over the term of the lease agreement taking into consideration escalation in monthly cash payments.

(4) Represents costs incurred for compliance services performed during the three months ended March 31, 2016 in connection w ith the Secondary Offering.

(5) Represents severance and other related expenses due to organizational changes implemented during 2015 as a result of the retirement of the

Company’s former Chief Executive Officer on December 31, 2014 and the separation of the Company’s former Chief Financial Off icer and Chief

Operating Officer effective March 31, 2016.(6) Acquisition related expenses include fees incurred in connection w ith the Company’s acquisitions of certain assets of HBN and Tails in October 2013 and

of RE/MAX of New York in February 2016. Costs include legal, accounting and advisory fees as w ell as consulting fees for integration services.

Consolidated:

Net income $ 10,396 $ 9,130

Amortization of franchise agreements 3,441 3,391

Provision for income taxes 3,259 2,148

Add-backs:

Loss (gain) on sale or disposition of assets and sublease (1) 23 (43)

Loss on early extinguishment of debt (2) 136 94

Non-cash straight-line rent expense (3) 224 231

Public offering related expenses (4) 193 —

Severance related expenses (5) 914 451

Acquisition related expenses (6) 284 183

Adjusted pre-tax net income 18,870 15,585

Less: Provision for income taxes at 38% (7,171) (5,922)

Adjusted net income $ 11,699 $ 9,663

Total basic pro forma shares outstanding 30,143,951 29,552,205

Total diluted pro forma shares outstanding 30,198,267 30,028,105

Adjusted net income basic earnings per share: $ 0.39 $ 0.33

Adjusted net income diluted earnings per share: $ 0.39 $ 0.32

2016 2015


51

RE/MAX Holdings, Inc. Free Cash Flow and Unencumbered Cash Generation


(1) Non-GAAP measure. See the end of this presentation for a definition of Non-GAAP measures.

2016 2015

Cash flow from operations 12,478$ 15,524$

Less: Capital expenditures (1,389) (335)

Free cash flow (1) 11,089 15,189


Less: Tax/Other non-dividend discretionary distributions to RIHI - (65)

Free cash flow after tax/non-dividend discretionary distributions to RIHI (1) 11,089 15,124


Less: Quarterly debt principal payments (520) (520)

Less: Annual excess cash flow (ECF) payment (12,727) (7,320)

Unencumbered cash generated (1) (2,158)$ 7,284$

Summary

Cash flow from operations $ 12,478 $ 15,524



Unencumbered cash generated (2,158) 7,284

Adjusted EBITDA 21,380$ 18,747$

Free cash flow as % of Adjusted EBITDA 51.9% 81.0%

Free cash flow less distributions to RIHI as % of Adjusted EBITDA 51.9% 80.7%

Unencumbered cash generated as % of Adjusted EBITDA -10.1% 38.9%


52

RE/MAX Holdings, Inc. Agent Count

(1) As of March 31, 2016, U.S. Company-ow ned Regions include agents in the New York region, w hich converted from an Independent Region to a Company-ow ned Region in

connection w ith the acquisitions of certain assets of RE/MAX of New York, Inc., including the regional franchise agreements issued by the Company permitting the sale of

RE/MAX franchises in the state of New York, on February 22, 2016. As of the acquisition date, the New York region had 869 agents.

(2) As of each quarter end since March 31, 2015, Independent Regions outside of the U.S. and Canada include agents in the Caribbean and Central America regions, w hich

converted from Company-ow ned Regions to Independent Regions in connection w ith the regional franchising agreements the Company entered into w ith new independent ow ners of the Caribbean and Central America regions on January 1, 2015. As of the acquisition date, the Caribbean and Central America regions had 328 agents.

(Unaudited)

March 31, December 31, September 30, June 30, March 31, December 31,

2016 2015 2015 2015 2015 2014

Agent Count:

U.S.

Company-ow ned regions (1) 38,469 37,250 37,146 36,545 35,845 35,299

Independent regions (1) 21,848 22,668 22,633 22,459 22,100 21,806

U.S. Total 60,317 59,918 59,779 59,004 57,945 57,105

Canada

Company-ow ned regions 6,580 6,553 6,512 6,440 6,327 6,261

Independent regions 13,239 13,115 12,994 12,992 12,834 12,779

Canada Total 19,819 19,668 19,506 19,432 19,161 19,040

Outside U.S. and Canada

Company-ow ned regions (2) — — — — — 328

Independent regions (2) 26,572 25,240 24,206 23,467 22,849 21,537

Outside U.S. and Canada Total 26,572 25,240 24,206 23,467 22,849 21,865

Total 106,708 104,826 103,491 101,903 99,955 98,010

Net change in agent count compared to the prior period 1,882 1,335 1,588 1,948 1,945 363

As of

53

Non-GAAP Financial Measures

The SEC has adopted rules to regulate the use in filings with the SEC and in public disclosures of financial measures not in accordance with U.S. GAAP, such as AdjustedEBITDA and the ratios related thereto. These measures are derived on the basis of methodologies other than in accordance with U.S. GAAP.

The Company defines Adjusted EBITDA as EBITDA (consolidated net income before depreciation and amortization, interest expense, interest income and the provision forincome taxes, each of which is presented in the unaudited condensed consolidated financial statements included in the Quarterly Report on Form 10-Q, adjusted for the

impact of the following items that the Company does not consider representative of its ongoing operating performance: loss or gain on sale or disposition of assets andsublease, loss on early extinguishment of debt, non-cash straight-line rent expense, professional fees and certain expenses incurred in connection with the IPO andsubsequent secondary offerings, acquisition related expenses and severance related expenses. During the fourth quarter of 2014, the Company revised its definition of

Adjusted EBITDA to include an adjustment for severance related charges incurred during or after such quarter.

Because Adjusted EBITDA omits certain non-cash items and other non-recurring cash charges or other items, the Company believes that it is less susceptible to variancesthat affect its operating performance resulting from depreciation, amortization and other non-cash and non-recurring cash charges or other items and is more reflective ofother factors that affect its operating performance. The Company presents Adjusted EBITDA because the Company believes it is useful as a supplemental measure in

evaluating the performance of the operating businesses and provides greater transparency into the Company’s results of operations. The Company’s management usesAdjusted EBITDA as a factor in evaluating the performance of the business.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider Adjusted EBITDA either in isolation or as a substitute for analyzing the Company’sresults as reported under U.S.GAAP. Some of these limitations are:

• this measure does not reflect changes in, or cash requirements for, the Company’s working capital needs;

• this measure does not reflect the Company’s interest expense, or the cash requirements necessaryto service interestor principal payments on its debt;• this measure does not reflect the Company’s income taxexpense or the cash requirements to pay its taxes;• this measure does not reflect historical cash expenditures or future requirements for capital expenditures or contractual commitments;

• this measure does not reflect the cash requirements to pay dividends to stockholders of the Company’s Class A common stock and tax and other cash distributions toits non-controlling unitholders;

• this measure does not reflect the cash requirements to pay RIHI Inc. and Oberndorfpursuant to the tax receivable agreements,• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often require replacement in the future, and these

measures do not reflect any cash requirements for such replacements;and

• other companies maycalculate this measure differentlyso they may not be comparable.

Free Cash Flow is defined as operating cash flow minus capital expenditures. Free cash flow after tax/non-dividend discretionary distributions to RIHI is defined as freecash flow minus tax and other discretionary on-dividend distributions paid to RIHI to enable RIHI to satisfy its income tax obligations. Unencumbered cash generated isdefined as free cash flow after tax/non-dividend discretionarydistributions to RIHI minus quarterlydebt principal payment minus annual excess cash flow payment on debt.

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