Investor Presentation Updated...

September 2017Investor Presentation

2

Forward-Looking Statements

This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United St ates Privat e Securities Litigation Reform Actof 1995. Forward-looking statements are often identified by the use of words such as “believe,” “intend,” “expect,” “estimate,” “plan,” “outlook,” “project,” “anticipate,”

“may,” “will ,” “would” and other similar words and expressions that predict or indicate future events or trends that are not statements of historical matters. Forward-looking statements include statements related to agent count and franchise sales, revenue, operating expenses, financial outlook, dividends, non-GAAP financialmeasures, housing market conditions, as well as other statements regard ing the Company’s strategic and operational plans and business models. Forward-looking

statements should not be read as a guarantee of future performance or results, and will not necessarily accurately indicate the times at which such performance orresults may be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as

of that time with respect to future events, and are subject to r isks and uncertainties that could cause actual performance or resu lts to differ materially from thoseexpressed in or suggested by the forward-looking statements. Such risks and uncertainties include, without limitation, (1) changes in business and economic activity ingeneral, (2) changes in the real estate market or interest rat es and availability of financing, (3) the Company’s ab ility to attract and retain quality franchisees, (4) the

Company’s franchisees’ ability to recruit and retain real estate agents and mortgage loan originators, (5) changes in laws and regulations, (6) the Company’s ability toenhance, market, and protect the RE/MAX and Motto Mortgage brands, (7) fluctuations in foreign currency exchange rates, as well as those risks and uncertainties

described in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Resu lts of Operations” in the most recentAnnual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) and similar disclosures in subsequent periodic and current reports filed withthe SEC, which are available on the investor relations page of the Company’s website at www.remax.com and on the SEC website at www.sec.gov. Readers are cautioned

not to place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Except as required by law, the Company does notintend, and undertakes no obligation, to update this information to reflect future events or circumstances.

3

Why Invest in RE/MAX Today?

Organic Growth Catalysts Return of Capital

Shareholder Return Driven By

n Stable recurring revenue

n High margin & Strong Free Cash Flow

Driven by:

1) Agent growth

2) Franchise sales

3) Motto Mortgage

4) Steadily improving housing market

n Independent region acquisitions

n Reinvest in the business

n Other acquisitions within our core competencies of franchising and real estate

n Committed to returning capital through dividend payments over time

n Dividend metrics:

– ~30% of FCF in 20161

– ~1.2% current yield2

FCF Fuels Catalysts and Return of Capital to Create Shareholder Value

1Free Cash Flow (“FCF”) = Operating Cash Flow – Capital Expenditures; $18M 2016 quarterly dividend payments / $60M 2016 FCF = 30%; see Appendix for reconciliation of Non-GAAPmeasures2Yield based on regular quarterly dividend of $0.18 and a stock price of $61.00 per share as of September 11, 2017

4

$42.7

$60.0

2011 2016

$57.7

$94.8

2011 2016

$138.3

$176.3

2011 2016

87,476111,915

2011 2016

Sustained Growth & Expanding Margins

42% margin

54% margin

$’s in MillionsAgent Count Revenue

Free Cash Flow1Adjusted EBITDA1

1Non-GAAP measure. See Appendix for reconciliation of Non-GAAP measures

5

q Steady demand for housing

q Attractive mortgage rates

q Housing starts improving

q Steady jobs growth

q Household formationsforecasted to grow

q First-time homebuyersentering the market

q Wage growth

q Constrained inventory

q Single-family home starts

q Access to credit

Housing Market Gradually Improving

Drivers Opportunities

The Real Estate Franchisor

7

Unique product or service offering

Brand name and market share

Training and productivity tools

Group purchasing power

Hallmarks of a Successful Franchise Business

Key Success Factors of Franchisors Successful Franchisors

8

RE/MAX is a Premium Franchisor

Nobody sells more Real Estate than RE/MAX1

100% franchised business, delivering the full economic benefits of the model

Dual-brand franchisor, focused on our core businesses

Among the best-in-class franchisor operating margins

1As measured by residential transaction sides

9

Transactions Per Agent

(Large brokerages only)1

U.S. Residential Transaction Sides2

Brand Awareness (unaided) 3

Countries and Territories

Offices Worldwide

Agents Worldwide

17.2 1 million+ 27.6% 100+ 7,343 111,915

6.8 977,603 7.3% 16 800 154,979

8.4 727,415 14.2% 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 4.3% 1 1,240 42,747

RE/MAX Agents at Large Brokerages on Average Outsell Competing Agents More Than 2 to 1

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

Realogy Brand

Data is full-year or as of year-end 2016, as applicable. Except as noted, Coldwell Banker, Century 21, ERA, Sotheby’s and Better Homes and Gardens data is as reported by RealogyCorporation on SEC Form 10-K, Annual Report for 2016; Keller Williams, and Berkshire Hathaway HomeServices data is from company websites and industry reports1Transaction sides per agent calculated by RE/MAX based on 2017 REAL Trends 500 data, citing 2016 transaction sides for the1,705 largest participating U.S. brokerages. ColdwellBanker includes NRT. Berkshire does not include HomeServices of America.²Keller Williams reports all transaction sides and does not itemize U.S. residential transactions.³MMR Strategy Group study of unaided awareness among buyers, sellers, and thoseplanning to buy or sell; asked, when they think of real estate brands, which ones come to mind?

10

Among Highest Franchisor Adjusted EBITDA Margins1,2

57% 54%

27%20%

17% 15%12% 10%

Franchisors Real Estate Brokerages

1Adjusted EBITDA and Adjusted EBITDA margin are Non-GAAP measures. See Appendix for definitions and reconciliations of RE/MAX Non-GAAP measures. Other companies may calculate this measure differently so these measures may not be comparable. This chart is for illustrative purposes only. Calculations use financial statements from company public filings.2Choice Hotels and Domino’s do not report Adjusted EBITDA therefore EBITDA has been used for the calculation of the margin

Full-year 2016

the Mortgage Brokerage Franchisor

12

n Motto Mortgage is a mortgage brokerage franchisor

n Franchises are independently owned and operated

n Motto Mortgage is not a lender and will not underwrite loans

n Offers potential homebuyers the opportunity to find both real estate agents and independent Motto Mortgage loan originators in offices in one location

n Motto Mortgage loan originators access a variety of quality loan options from multiple leading wholesalers

n Ward Morrison leads Motto Mortgage with an operational team which that scales as Motto grows

n Motto Mortgage franchises are available for purchase by select qualified real estate professionals outside of RE/MAX

Motto Mortgage Fact Sheet

13

Motto Mortgage UpdateFocused on Enabling the Success of Initial Group of Franchisees

§ Initial group of franchisees are operational

§ Focused on enabling success of initial franchisees, who should serve as concept validators

§ Major marketing events scheduled for the second half of 2017

Revenue ramp timeline: it should take ~14-17 months after a sale for a franchisee to ramp to paying the full set of monthly fees

Operational update Financial Update

§ Expect to sell tens of franchises in 2017

§ Expect 2017 Motto revenue in the low single-digit millions of dollars

§ Expect 2017 Motto expenses to exceed related revenue resulting in a net investment

Agent Count Growth

15

87,476 89,00893,228

98,010

104,826

111,915

116,270

2011 2012 2013 2014 2015 2016 Q2 2017

Global Agent Network Growing

+28,794 from 2011 through Q2 2017

Strongest full-year agent gain in 2016 since 2006

Consistent organic agent count growth for the last five years

Total Network Agent Count

16

54%

18%

27%

Unmatched Global Footprint

June 30, 2017

Canada21,053 Agents

Outside the U.S.and Canada31,968 Agents

U.S.63,249 Agents

RE/MAX Regional or Franchise Presence

RE/MAX Global Footprint Agents by Geography

The RE/MAX brand spans over 100 countries and territories

June 30, 2017

17

109,960

81,971

27,989

116,270

84,302

31,968

Total RE/MAX U.S. & Canada Outside U.S. & Canada

Growing Our Global Network Year-over-Year Agent Count Growth of 5.7%

(+6,310 agents)+5.7% YoY

+2.8% YoY(+2,331 agents)

+14.2% YoY(+3,979 agents)

June 30, 2016 June 30, 2017

Agent Count Growth Year-over-Year

18

20,336 21,053

Q2 2016 Q2 2017

61,635 63,249

Q2 2016 Q2 2017

Agent Count in the U.S. and Canada Increases

Agents in the U.S.

Agent Count Growth Year-over-Year June 30, 2016 June 30, 2017

Agents in Canada

+3.5%(+717 Agents)

+2.6%(+1,614 Agents)

Business Model

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q Owned & operated by brokerage

q 30-40% of commission goes to broker

q Commission rate typically determined by brokerage, not agent

q Lack of autonomy within brokerage

q Marketing dictated by brokerage

100% franchised

Recommended 95% agent commission

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

Entrepreneurially driven agents

Multiple support channels: brand, marketing & training

Revenue Driven by Commission Revenue Driven by Agent Count

Agent-Centric Model is Unique and Effective

Traditional Brokerage The RE/MAX Model

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n #1 name in real estate1

n RE/MAX agents average more than twice as many residential transaction sides compared to the average of all competitors in the 2017 Real Trends 500 survey of the country’s largest brokerages2

n Founded by industry “mavericks”n Agent-centric modeln Freedom to set commission rates, self-promote, etc.

n We believe we generate more free leads than any other brandn Global agent network facilitates agent-to-agent referralsn #1 real estate franchisor website3; global websites attract buyers and sellers

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

1MMR Strategy Group survey of unaided brand awareness.2Calculated by RE/MAX based on 2017 REAL Trends 500 data, using 2016 transaction sides for the 1,705 largest participating U.S. Brokerages.3According to Hitwise data

Affiliation with #1 Brand

Attractive Agent & Franchise

Economics

Entrepreneurial Culture

Lead Referral System

Training Programs

n RE/MAX University; 24/7 on demand and certification training coursesn Successful “Momentum” agent and broker development program focused on production

and profitabilityn Motto Mortgage training program in place for existing and new franchisees

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

n Sell more, earn moren Relatively low initial franchisee fee

Differentiated Agent-Centric Approach Attracts Entrepreneurial Agents and Franchisees

22

Reacquiring Independent Regions Increases Revenue Per Agent by ~$1,700

64% of Agents in the U.S. & Canada are in Company-owned Regions1

Washington

OregonIdaho

Montana

California

Hawaii

ColoradoUtah

Wyoming

SouthDakota

NorthDakota

Texas

PennsylvaniaDelaware

Florida

North Carolina

South Carolina

BritishColumbia Alberta

Saskatchewan

Manitoba

Yukon

U.S./Canada Overview1

n Company-owned Regions– 18 regions– 54,145 agents

n Independent Regions– 10 regions– 30,157 agents

n Average Annual Revenue per Agent– Company-owned regions:

~$2,500– Independent regions:

~$800Company-owned RegionsIndependent Regions

Nevada

Arizona New Mexico

MarylandVirginia

WestVirginia

Missouri

IllinoisOhio

Northwest Territories

Nunavut

1Agent counts are as of June 30, 2017 and average revenue to RE/MAX, LLC per agent is for the year ended December 31, 2016

New York

Alaska

New Jersey

Georgia

23

Agents

RE/MAX

Franchises / Brokerages

Independent Regions

$410 / AgentPer Year

Recommended5% of AgentGeneratedCommissions

Fixed Monthly

Management Fee

ContinuingFranchise

Fee

1% of Agent GeneratedCommissions

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

Implied70%-85%UpsideThrough

IndependentRegion

Acquisitions

~$300 / Agent

Average

~$100 / Agent

Average~$400 / Agent

Revenue Model Independent Regions in U.S. & Canada

~$800 / AgentAverage

Revenue Streams from Agent toFranchisee to Independent Region to RE/MAX1

2016 Annual Revenue per Agent to RE/MAX(U.S. & Canada)

Annual DuesBroker FeeContinuingFranchise Fees

1Illustrative of independent regions in the U.S.

Increased from $400 July 1, 2017

24

~$2,500 / AgentAverage

Revenue ModelCompany-owned Regions in U.S. & Canada

~$1,400 / Agent

Average

~$700 / Agent

Average~$400 / Agent

RE/MAX

Franchises / Brokerages

$410 / AgentPer Year

Recommended5% of AgentGeneratedCommissions

$128 / Agent Per Month

1% of Agent GeneratedCommissions

Agents

Revenue Streams from Agent to Franchisee to RE/MAX1

2016 Annual Revenue per Agent to RE/MAX(U.S. & Canada)

Annual DuesBroker FeeContinuingFranchise Fees


Fixed Monthly

Management Fee

1Illustrative of company-owned regions in the U.S.


25

724 739 710767

946 913

87,476 89,008

93,228

98,010

104,826

111,915

75,00080,00085,00090,00095,000100,000105,000110,000115,000120,000

2011 2012 2013 2014 2015 20160

100200300400500600700800900

1000

Franchise Sales Agent Count

Key Initiatives

Target underpenetrated geographies in the U.S. and Canada where RE/MAX share is below network average

Selling to entrepreneurial brokers who will grow the business

Record franchise sales in 2015

Followed 2015 with historically strong franchise sales in 2016

Global Franchise Sales Consistently Strong

Franchise Sales Drive Agent Growth

Financials

27

$43 $49 $53

2014 2015 2016

$80$90 $95

2014 2015 2016

1Adjusted EBITDA and Adjusted Net Income are Non-GAAP measures. See Appendix for definitions and reconciliations of Non-GAAP measures.

Annual Financial PerformanceGenerating High Margins

$171 $177 $176

2014 2015 2016

Revenue Adjusted EBITDA1 Adjusted Net Income1

47%

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

Stable, High Adjusted EBITDA Margins

51% 54%

28

$14 $14$13 $12

$16

Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017

$25 $26$23 $22

$29

Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q2 2017

Quarterly Financial PerformanceGenerating High Margins

$43$46

$44

$48 $49

Q2 2016 Q3 2016 Q4 2016 Q1 2017 Q1 2017

60%58% 51%Stable, High Adjusted EBITDA Margins

Revenues Adjusted EBITDA1 Adjusted Net Income1

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

56% 47%

1Adjusted EBITDA and Adjusted Net Income are Non-GAAP measures. See Appendix for definitions and reconciliations of Non-GAAP measures.

29

46%

21%

14%

19%

83%

13%

4%

Revenue by Stream and Geographic AreaGrowing Recurring Revenue Base

Revenue Streams Revenue by Geographic Area

U.S.

Canada

Outside the U.S. and Canada

Recurring fees and dues (i.e. Continuing Franchise Fees and Annual Dues) accounted for

65% of revenue in 2016

~96% of 2016 revenue was generated in the U.S.

and Canada

Franchise Sales & Other Franchise Revenue

Broker Fees

Annual Dues

Continuing Franchise Fees

30

$1.8 $2.4 $2.4 $2.4 $2.4

2017 2018 2019 2020 2021 Thereafter

Maturities of Debt1 Balance Sheet

§ Credit facility of $235.0 million plus $10.0 million revolving credit facility

§ Covenant light deal

§ Variable Rate: LIBOR + 275bps with 0.75% floor

§ $229.9 million in term loans1 and no revolving loans outstanding

§ Cash balance of $70.3 million on June 30, 2017§ Total Debt / Adjusted EBITDA of 2.3x2

§ Net Debt / Adjusted EBITDA of 1.6x3

$222.7

Low Leverage to Support Strategy

1Net of unamortized debt discount and debt issuance costs2Based on twelve months ended June 30, 2017, Adjusted EBITDA of $100.1M and total debt of $229.9M, net of unamortized debt discount and debt issuance costs3Based on twelve months ended June 30, 2017, Adjusted EBITDA of $100.1M and net debt of $159.6M, net of unamortized debt discount, debt issuance costs and cash balance at June 30, 2017

31

1Free Cash Flow = Operating Cash Flow – Capital Expenditures2Free Cash Flow after Distributions to RIHI = Free Cash Flow – Tax and other discretionary non-dividend distributions paid to RIHI to enable RIHI to satisfy its income tax obligations3Unencumbered Cash Generated = Free Cash Flow after Distributions to RIHI – Quarterly debt principal payments – Annual excess cash flow payment on debt, see Appendix for reconciliation of Non-GAAP measures

$64$60

$50

$35

Operating Cash Flow

Free Cash Flow

Free CashFlow after

Distributions to RIHI

Unencumbered Cash Generated

Full-Year 2016

n Acquire independent regions

n Reinvest in the business

n Other acquisitions

n Return of capital

1

2

3

41

2

3

63% 37%As % of Adj. EBITDA

Capital Allocation Priorities

52%

$’s in Millions

Cash Flow Generation Fuels Capital Allocation Strategy

Strong Annual Adjusted EBITDA Conversion to FCF

32

Leading Real Estate Franchisor

#1 Real Estate Franchise Brand1 with

Unmatched Global Footprint

Highly Productive Network of More Than

115,000 Agents

Agent-Centric Model is Different and

Better

Stable, Recurring Fee-Based Revenue Model with Strong Margins and Cash

Flow

100% Franchised Business

Multiple Drivers of Shareholder Value

Creation

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

EachOfficeIndependentlyOwnedandOperated.17_191524

34

200250300350400450500550600650

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 2013 through June 20172Source: NAR (National Association of Realtors) – U.S. Economic Outlook, July 20173Source: Fannie Mae – Economic and Strategic Research – Housing Forecast, July 20174Source: NAHB (National Association of Home Builders) – Housing and Interest Rate Forecast June 2017

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

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

5.3

5.5

5.65.7

5.3

5.5

5.6

5.8

2015 2016 2017e 2018e

Fannie Mae NAR

5.9% 6.2% 5.8%

4.7%

6.8%

5.1% 5.1%

3.5%

2015 2016 2017e 2018e

Fannie Mae NAR

713 782 831

945

713 784

855 961

2015 2016 2017e 2018e

Fannie Mae NAHB

35

Mortgage Finance ForecastsPurchase Originations Expected to Grow, Rates to Rise Slowly

1Source: Mortgage Bankers Association – MBA Mortgage Finance Forecast July 2017

Loan Originations1 Mortgage & Interest Rates1

3.6%4.2%

4.9%5.3%

1.8%2.5%

3.0%3.5%

2016 2017e 2018e 2019e

30-Year Fixed 10-Year Treasury

$990$1,089

$1,178$1,245

$901

$538$410 $395

2016 2017e 2018e 2019e

Purchase Refinance

36

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

37

(Unaudited) (Amounts in thousands)

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

(1) Represents gains on the sale or disposition of assets as well as the gains on the sublease of a portion of the Company’s corporate headquarters office building. (2) Represents losses incurred on early extinguishment of debt on the Company’s credit facility for each full-year period presented as well as costs associated with the

refinancing of the Company’s credit facility during the year ended December 31, 2016. (3) Represents the annual salaries paid to David Liniger, our Chairman and Co-Founder, and Gail Liniger, our Vice Chair and Co-Founder. Such salaries have not been paid

subsequent to the IPO, and will not be paid in future periods.(4) Represents costs incurred for compliance services performed in connection with the issuance of shares of Class A common stock as a result of the RIHI, Inc. (“RIHI”)

redemption of 5,175,000 common units in RMCO during the fourth quarter of 2015 (the “Secondary Offering”).(5) Acquisition-related expenses include fees incurred in connection with the Company’s acquisitions of certain assets of HBN, Inc. (“HBN”) and Tails, Inc. (“Tails”) in October

2013, the acquisition of six Independent Regions (New York, Alaska, New Jersey, Georgia, Kentucky/Tennessee and Southern Ohio, collectively, the (“2016 Acquired Regions”) and the acquisition of Full House Mortgage Connection, Inc., now known as Motto Mortgage (“Motto”). Costs include legal, accounting and advisory fees as well as consulting fees for integration services.

(6) Non-GAAP measure. See the end of this presentation for definitions of Non-GAAP measures.

2016 2015 2014 2013 2012 2011Net income 47,810$ 51,350$ 43,979$ 28,252$ 33,324$ 24,249$ Depreciation and amortization 16,094 15,124 15,316 15,166 12,090 14,473 Interest expense 8,596 10,413 9,295 14,647 11,686 12,203 Interest income (160) (178) (313) (321) (286) (372) Provision for income 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 (Gain) loss on sale or disposition of assets and sublease (1) (171) (3,650) (340) 971 1,352 1,595 Loss on early extinguishment of debt and debt modification expense (2) 2,893 94 178 1,798 136 384 Equity-based compensation 2,330 1,453 2,002 2,995 1,089 - Chairman Executive Comp (3) - - - 2,261 3,000 3,000 Public offering related expenses (4) 193 1,097 - 6,995 - - Acquisition related expenses (5) 1,899 2,750 313 495 336 - Adjusted EBITDA (6) 94,757$ 90,483$ 80,378$ 76,103$ 64,865$ 57,704$ Adjusted EBITDA Margin (6) 53.7% 51.2% 47.0% 47.9% 45.1% 41.7%

Year Ended December 31,

38


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


refinancing of the Company’s credit facility during the year ended December 31, 2016. (3) Acquisition-related expenses include fees incurred in connection with the Company’s acquisitions of certain assets of HBN and Tails, the 2016 Acquired Regions and the

acquisition of Motto. Costs include legal, accounting and advisory fees as well as consulting fees for integration services.(4) Represents costs incurred for compliance services performed in connection with the issuance of shares of Class A common stock as a result of the Secondary Offering(5) Non-GAAP measure. See the end of this presentation for definitions of Non-GAAP measures.

Q2 2017 Q1 2017 Q4 2016 Q3 2016 Q2 2016 Q1 2016Net income $ 15,637 $ 10,071 $ 8,514 $ 14,520 $ 14,380 $ 10,396 Depreciation and amortization 5,397 5,995 4,612 3,889 3,872 3,721 Interest expense 2,462 2,354 2,103 2,121 2,091 2,281 Interest income (25) (26) (42) (32) (35) (51)Provision for income 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 (gain) on sale or disposition of assets and sublease (1) (74) (47) 4 (99) (99) 23 Loss on early extinguishment of debt and debt modification expense (2) - - 2,757 - - 136 Equity-based compensation 732 562 518 501 545 766 Acquisition related expenses (3) 274 557 1,200 169 246 284 Public offering related expenses (4) - - - - 193 Adjusted EBITDA (5) $ 29,165 $ 22,496 $ 22,763 $ 25,701 $ 25,285 $ 21,008 Adjusted EBITDA Margin (5) 59.7% 46.6% 51.2% 56.4% 58.3% 49.0%

Quarter Ended

39


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


refinancing of the Company’s credit facility during the year ended December 31, 2016. (3) Represents the annual salaries paid to David Liniger, our Chairman and Co-Founder, and Gail Liniger, our Vice Chair and Co-Founder. Such salaries have not been paid

subsequent to the IPO, and will not be paid in future periods.(4) Represents costs incurred for compliance services performed in connection with the issuance of shares of Class A common stock as a result of the Secondary Offering(5) Acquisition-related expenses include fees incurred in connection with the Company’s acquisitions of certain assets of HBN, Inc. HBN and Tails, in October 2013, the 2016

Acquired Regions and the acquisition of Motto. Costs include legal, accounting and advisory fees as well as consulting fees for integration services.(6) Non-GAAP measure. See the end of this presentation for definitions of Non-GAAP measures.

2016 2015 2014 2013 2012 2011Net income $ 47,810 $ 51,350 $ 43,979 $ 28,252 $ 33,324 $ 24,249 Amortization of franchise agreements 14,590 13,566 13,566 12,274 9,080 11,235 Provision for income taxes 15,273 12,030 9,948 2,844 2,138 2,172 Add backs: (Gain) loss on sale or disposition of assets and sublease (1) (171) (3,650) (340) 971 1,352 1,595 Loss on early extinguishment of debt and debt modification expense (2) 2,893 94 178 1,798 136 384 Equity-based compensation 2,330 1,453 2,002 2,995 1,089 - Chairman Executive Compensation (3) - - - 2,261 3,000 3,000 Public offering related expenses (4) 193 1,097 - 6,995 - - Acquisition related expenses (5) 1,899 2,750 313 495 336 - Adjusted pre-tax net income 84,817 78,690 69,646 58,885 50,455 42,635 Less: Provision for income taxes at 38% (32,230) (29,902) (26,465) (22,376) (19,173) (16,201)Adjusted net income (6) $ 52,587 $ 48,788 $ 43,181 $ 36,509 $ 31,282 $ 26,434


40


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


refinancing of the Company’s credit facility during the year ended December 31, 2016. (3) Acquisition-related expenses include fees incurred in connection with the Company’s acquisitions of certain assets of HBN and Tails, the 2016 Acquired Regions and the

acquisition of Motto. Costs include legal, accounting and advisory fees as well as consulting fees for integration services.(4) Represents costs incurred for compliance services performed in connection with the issuance of shares of Class A common stock as a result of the Secondary Offering(5) Non-GAAP measure. See the end of this presentation for definitions of Non-GAAP measures.

Q2 2017 Q1 2017 Q4 2016 Q3 2016 Q2 2016 Q1 2016Net income $15,637 $10,071 $ 8,514 $14,520 $14,380 $10,396 Amortization of franchise agreements 4,806 5,423 4,081 3,534 3,534 3,441 Provision for income taxes 4,762 3,030 3,097 4,632 4,285 3,259 Add-backs: Loss (gain) on sale or disposition of assets and sublease (1) (74) (47) 4 (99) (99) 23 Loss on early extinguishment of debt and debt modification expense (2) - - 2,757 - - 136 Equity-based compensation 732 562 518 501 545 766 Acquisition related expenses (3) — 557 1,200 169 246 284 Public offering related expenses (4) 274 - - - — 193 Adjusted pre-tax net income 26,137 19,596 20,171 23,257 22,891 18,498 Less: Provision for income taxes at 38% (9,932) (7,446) (7,665) (8,838) (8,699) (7,029)Adjusted net income (5) $16,205 $12,150 $12,506 $14,419 $14,192 $11,469

Quarter Ended

41


Annual Free Cash Flow

2016 2015 2014 2013 2012 2011

Cash flow from operations 64,379$ 77,358$ 64,445$ 50,069$ 51,259$ 43,589$ Less: Capital expenditures (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) Non-GAAP measure. See the end of this presentation for definitions of Non-GAAP measures.

42

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

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

Cash flow from operations $ 64,379 $ 77,358Less: Capital expenditures (4,395) (3,546) Free cash flow (1) 59,984 73,812

Free cash flow 59,984 73,812 Less: Tax and Other non-dividend discretionary distributions to RIHI (10,391) (7,358) Free cash flow after tax and non-dividend discretionary distributions to RIHI (1) 49,593 66,454

Free cash flow after tax and non-dividend discretionary distributions to RIHI 49,593 66,454 Less: Quarterly debt principal payments (2,081) (2,080) Less: Annual excess cash flow (ECF) payment (12,727) (7,320) Unencumbered cash generated (1) $ 34,785 $ 57,054

SummaryCash flow from operations $ 64,379 $ 77,358Free cash flow $ 59,984 $ 73,812Free cash flow after tax and non-dividend discretionary distributions to RIHI $ 49,593 $ 66,454Unencumbered cash generated $ 34,785 $ 57,054

Adjusted EBITDA $ 94,647 $ 91,401Free cash flow as % of Adjusted EBITDA 63.4% 80.8%Free cash flow less distributions to RIHI as % of Adjusted EBITDA 52.4% 72.7%Unencumbered cash generated as % of Adjusted EBITDA 36.8% 62.4%


2016 2015

43

Non-GAAP Financial Measures

The SEC has adopted rules to regulate the use i n filings with the SEC and in public disclosures of financi al measures that are not i n accordance with U.S. GAAP, such as Adjusted EBITDAand the rati os rel ated thereto, Adjus ted net income, Adjusted basic and diluted earnings per share (Adjusted EPS) and Free cash flow. These measures are derived on the basis ofmethodologies other than in accordance with U.S. GAAP.

The Com pany calculates Adjusted EBITDA as EBITDA (consolidated net incom e before depreciation and amortization, i nter est expense, i nteres t income and the provision for income taxes ,each of w hich is presented in the unaudited condensed consolidated financial s tatements i ncluded in the Quarterly Report on Form 10-Q), adjusted for the impact of the following items thatare either non-cash or the Company does not consider representative of its ongoing operating performance: l oss or gain on sale or dispositi on of assets and sublease, loss on earlyextinguishment of debt, professional fees and certain expenses incurred in connection with the Secondary Offering, acquisition-related expenses and equity-based compensation expense.

Adjusted EBITDA margin represents Adjusted EBITDA as a percentage of revenue.

During the first quarter of 2017, the Com pany revised its definitions of Adjus ted EBITDA and Adjus ted EBITDA m argin to better r eflect the performance of the business and comply with SECguidance. The Com pany now adjusts for equity- based compensation expense and no longer adjusts for strai ght-line rent expense and severance-related expenses. Adjus ted EBITDA andAdjusted EBITDA margin were revised in prior periods to reflect this change for consistency in presentation.

Because Adjusted EBITDA and Adjus ted EBITDA m argin omit certain non-cash items and other non-recurring cash char ges or other items, the Company believes that each measur e is l esssusceptible to variances that affect its operating performance resulting from depreciation, amortization and other non-cash and non-recurring cash charges or other items. The Com panypresents Adjus ted EBITDA and the rel ated Adjus ted EBITDA margi n because the Com pany believes they are useful as supplemental measures in evaluating the performance of its oper atingbusinesses and provi des greater transparency into the C ompany’s results of oper ations. The Company’s management uses Adjusted EBITDA and Adjusted EBITDA margi n as factors inevaluating the performance of the business.

Adjusted EBITDA and Adjusted EBITDA mar gin have limitati ons as analytical tools, and you should not consider these measures in isolation or as a substitute for analyzing the C ompany’sresults as reported under U.S. GAAP. Some of these limitations are:

• these measures do not reflect changes in, or cash requirements for, the Company’s working capital needs;• these measures do not reflect the Company’s interest expense, or the cash requirements necessary to service interest or principal payments on its debt;• these measures do not reflect the Company’s income tax expense or the cash requirements to pay its taxes;• these measures do not refl ect the cash requirements to pay dividends to stockhol ders of the Company’s Class A common stock and tax and other cash distributions to its non-controlling

unitholders;• these measures do not reflect the cash requirements to pay RIHI Inc. and Oberndorf pursuant to the tax receivable agreements;• although depreciation and amortization are non-cash charges, the assets being depr eciated and amortized will often require replacement in the future, and these m easures do not reflect

any cash requirements for such replacements;• although equity-based compensation is a non-cash charge, the issuance of equity-based awards may have a dilutive impact on earnings per share; and• other companies may calculate these measures differently so similarly named measures may not be comparable.

The C ompany’s Adjusted EBITDA margin guidance does not include certain charges and cos ts. The adjustments to EBITDA margin in future periods are generally expected to be similar tothe kinds of charges and costs excluded from Adj usted EBITDA margin i n prior quarters, such as gain on sale or dispositi on of assets and sublease and acquisition related expenses , am ongothers. The excl usion of these char ges and costs in future periods will have a significant impact on the Company’s Adjus ted EBITDA margin. The C ompany is not able to provide areconciliation of the Company’s Non-GAAP financi al guidance to the corresponding U.S. GAAP measures without unr easonable effort because of the uncertainty and variability of the natur eand amount of these future charges and costs.

44

Adjusted net income is calcul ated as Net income attributable to RE/MAX Hol dings , assuming the full exchange of all outstandi ng non-controlling interests for shares of Class A commonstock as of the beginning of the period (and the related increase to the provision for income taxes after such exchange), plus primarily non-cash items and other items that management doesnot consider to be useful in assessing the Company’s operating performance (e.g., amortizati on of acquired intangi ble assets, gain on sale or disposition of assets and sub-lease, loss onearly debt extinguishment, public-offering related expenses, acquisition-related expenses and equity-based compensation expense).

Adjusted basic and diluted earnings per share (Adjusted EPS) are calculated as Adjus ted net income ( as defi ned above) divided by pro forma (assuming the full exchange of alloutstanding non-controlling interests) basic and diluted weighted average shares, as applicable.

When used in conjunc tion with GAAP financial m easures, Adjus ted net i ncome and Adjus ted EPS are supplemental measur es of operating performance that management believes ar euseful measures to evaluate the Company’s performance relative to the performance of its competitors as w ell as performance period over period. By assuming the full exchange of alloutstanding non-controlling interests, management believes these measures:

• facilitate comparisons with other companies that do not have a low effective tax rate driven by a non-controlling interest on a pass-through entity;• facilitate period over period comparisons because they eliminate the effect of changes i n Net income attributable to R E/MAX H oldings, Inc. driven by increases i n its ownership of RMCO,

LLC, which are unrelated to the Company’s operating performance; and• eliminate primarily non-cash and other items that management does not consider to be useful in assessing the Company’s operating performance.

Free cash flow is calculated as cash flows from operati ons less capital expenditures , both as reported under GAAP, and quantifies how much cash a company has to pursue opportuniti esthat enhance shareholder val ue. The Com pany believes free cash fl ow is useful to inves tors as a supplem ental measure as it calcul ates the cash flow availabl e for working capital needs, re-investment opportunities, potential independent region and strategic acquisitions, dividend payments or other strategic uses of cash.

Free cash flow after tax and non-dividend distributions to RIHI is calcul ated as free cash fl ow less tax and other non-dividend distributions paid to RIHI (the non-controlling interes tholder) to enabl e RIHI to satisfy its i ncome tax obligations. Similar payments would be made by the C ompany directly to feder al and s tate taxing authorities as a component of the C ompany’sconsolidated pr ovision for income taxes if a full exchange of non-controlling interests occurred in the future. As a result and given the significance of the C ompany’s ongoing tax and non-dividend distribution obligations to its non-controlling interest, free cash flow after tax and non-dividend distributions, when used in conjunction with GAAP financial measures , provides ameaningful view of cash flow available to the Company to pursue opportunities that enhance shareholder value.

Unencumbered cash generated is calculated as free cash flow after tax and non-dividend distributions to RIHI l ess quarterly debt principal payments less annual excess cash fl ow paymenton debt, as applicabl e. Given the significance of the Company’s excess cash flow payment on debt, when applicable, unencum bered cash generated, when used in conjunction with GAAPfinancial measur es, provides a meaningful view of the cash flow available to the Company to pursue opportunities that enhance shareholder value after considering its debt serviceobligations.

Non-GAAP Financial Measures (continued)

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