RE/MAX : Announces Agreement to Acquire North America Regions from RE/MAX INTEGRA

RE/MAX Holdings, Inc.

Announces Agreement to Acquire

RE/MAX INTEGRA's North American Regions

June 2021

Forward-Looking Statements

This presentation includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 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: the acquisition of the RE/MAX INTEGRA North American regions, including statements about the closing of the acquisition and benefits of the transaction; agent count; franchise sales; revenue; operating expenses; capital structure; financial projections; return of capital; non-GAAP financial measures; expansion of technology offerings in Canada; and the Company's strategic and operating 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 or results 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 risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks and uncertainties include the global COVID-19 pandemic, which continues to pose significant and widespread risks to the Company's business, including the Company's agents, loan originators, franchisees, and employees, as well as home buyers and sellers. Other important risks and uncertainties include, without limitation, (1) the pending Acquisition may not be consummated on the terms described herein, if at all, (2) the Company's ability to successfully close the Acquisition and financing of the Acquisition and to integrate the acquired regions into its business, (3) the intended benefits of the Acquisition may not be realized, (4) the global COVID-19 pandemic, which has impacted the Company and continues to pose significant and widespread risks to the Company's business, (5) changes in the real estate market or interest rates and availability of financing, (6) changes in business and economic activity in general, (7) the Company's ability to attract and retain quality franchisees, (8) the Company's franchisees' ability to recruit and retain real estate agents and mortgage loan originators, (9) changes in laws and regulations, (10) the Company's ability to enhance, market, and protect the RE/MAX and Motto Mortgage brands, (11) the Company's ability to implement its technology initiatives, and (12) fluctuations in foreign currency exchange rates, and those risks and uncertainties described in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission ("SEC") and similar disclosures in subsequent periodic and current reports filed with the 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 not intend, and undertakes no obligation, to update this information to reflect future events or circumstances.

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RE/MAX, LLC to Acquire RE/MAX INTEGRA's North American Regions for $235M

Acquisition represents a significant growth opportunity and a key component to our long-range strategy

RE/MAX INTEGRA's U.S. Operations	RE/MAX INTEGRA's Canadian Operations includes 1
includes 3 regions encompassing 9 states	region encompassing 5 provinces
6,929 Agents	11,937 Agents
+2.8% y/y	+5.4% y/y

RE/MAX INTEGRA's North American operations is the largest collection of Independent Regions

•Agent counts as of March 31, 2021

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Operational Benefits: Speed, Scale, Growth & Opportunity

"More agents on the same systems, using the same products, combining resources, and delivering a more consistent customer experience"

• Nick Bailey, President of RE/MAX, LLC

Operational Benefits

Adding ~19,000 agents1to U.S. and Canadian Company-owned Regions

Greater speed and consistency as well as an

enhanced ability to scale

Further solidifies RE/MAX's #1 position in Canada;

adds growth opportunities and experienced leadership

More RE/MAX agents will have unfettered access to proprietary tools, training and technology

Focus for the remainder of 2021:

Execute a smooth and seamless transition

Enable the ongoing success of franchisees and agents

in the acquired regions

Engage in discussions with franchisees and agents and strategize on how to continue to grow

Expand technology offerings in Canada

1Agent count as of March 31, 2021

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Capital Allocation Priorities

Financing Details

Acquiring Independent Regions

Reinvesting to drive future organic growth

Exploring other strategic acquisitions and partnerships

Returning capital to shareholders

Acquisition to be financed exclusively with debt

Committed financing has been secured on terms

consistent with RE/MAX, LLC's existing Senior

Secured Credit Facility

Additional leverage provides a more efficient capital structure

Once closed, leverage is expected to increase to a still-comfortable level of approximately 3x on a net basis and approximately 4x on a gross basis

A more efficient capital structure and the cash-generative nature of RE/MAX Holdings' legacy business combined with RE/MAX INTEGRA's North American regions provide the Company with the financial flexibility to continue to invest for future growth

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