RE/MAX (RMAX) Proxy filing summary

Executive summary

• The Arrangement Agreement and Plan of Merger outlines a strategic combination between two entities, resulting in the formation of a new holding company, Real REMAX Group, with shareholders of both companies receiving either stock or cash consideration, subject to proration and regulatory approvals.

• The transaction is structured to qualify as a tax-free reorganization under U.S. federal tax law, with the new entity to be listed on Nasdaq and the legacy shares delisted.

• The board of directors of both companies unanimously approved the transaction, with fairness opinions provided by independent financial advisors.

• The agreement includes customary representations, warranties, and covenants, including non-solicitation, regulatory cooperation, and the obligation to call shareholder meetings for approval.

• Termination rights and fees are specified, including a $25 million termination fee for the company and a $31 million fee for the parent, with additional regulatory termination fees under certain circumstances.

Voting matters and shareholder proposals

• Shareholders of the company can elect to receive either 5.150 shares of the new group or $13.80 in cash per share, subject to proration so that total cash proceeds are between $60 million and $80 million.

• Parent shareholders will receive one share of the new group for each existing share, adjusted for a 10-for-1 share consolidation.

• The board recommends shareholders approve the merger and related transactions, with support agreements in place from holders representing significant voting power.

• Both companies are required to call meetings of their respective shareholders to approve the transaction.

Board of directors and corporate governance

• The new board of Real REMAX Group will include three directors from the company and seven from the parent, with governance arrangements set at the new holding company level.

• The agreement provides for the nomination and election of specified directors through at least the 2028 annual meeting.