EX-99.3 4 tm2134032d1_ex99-3.htm EXHIBIT 99.3

Exhibit 99.3





Legal Disclaimer © Morgan Stanley and/or certain of its affiliates. All rights reserved. 2 This confidential presentation (the “Presentation”) has been prepared by GBT JerseyCo Limited (“GBT” or the “Company”) and Apollo Strategic Growth Capital (the “SPAC”) in connection with a potential business com bi nation involving the Company and the SPAC (the “Transaction”) and is preliminary in nature and solely for information and discussion purposes and must not be reli ed upon for any other purpose. This Presentation includes the slides that follow, the oral presentation of the slides by members of the Company or the SPAC or any person on their behalf, the question - and - answer session that follows that oral presentation, copies o f this document and any materials distributed at, or in connection with, that Presentation. By participating in the meeting, or by reading the Presentation slides, you will be deemed to have (i) agreed to the following limitations and notifications and mad e t he following undertakings and (ii) acknowledged that you understand the legal and regulatory sanctions attached to the misuse , disclosure or improper circulation of this Presentation. GBT is a joint venture that is not wholly owned by American Express or any of its subsidiaries. Confidentiality This Presentation is being delivered on a confidential basis. By accepting this Presentation, each recipient and its director s, partners, officers, employees, attorney(s), agents and representatives (collectively, the "recipient") agrees: (i) to maintai n t he confidentiality of all information that is contained in this Presentation and not already in the public domain; and (ii) to r etu rn or destroy all copies of this Presentation or portions thereof in its possession following the request for the return or d est ruction of such copies. Under no circumstances may a copy, in any format, be shown, reproduced, transmitted, or otherwise provided to any per son other than the authorized recipients. Neither this Presentation nor any of its contents may be disclosed or used for any purposes other than information and discussion purposes without the prior written consent of the Company and the SPAC. You ag ree that you will not copy, reproduce or distribute this Presentation, in whole or in part, to other persons or entities at any t im e without the prior written consent of the Company and the SPAC. No Offer or Solicitation This Presentation is for informational purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell, buy or subscribe for, any securities in any jurisdiction, or a solicitation of any proxy, vote, consent or app roval relating to the potential Transaction or otherwise in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in whi ch the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. This Presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction whe re such distribution or use would be contrary to local law or regulation. The Company and the SPAC expressly reserve the right, at any time and in any respect, to amend or terminate the Transaction, to terminate discussions with any or all potential investors, to a cce pt or reject any proposals and to negotiate with, or cease negotiations with, any party regarding a transaction involving the Co mpany and the SPAC. The securities (the “Securities”) to which this Presentation relates have not been registered under the Securities Act of 193 3, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and will be offered as a private placeme nt to a limited number of institutional “accredited investors” as defined in Rule 501(a)(1), (2), (3) or (7) under the Act and “Institutional Ac counts” as defined in FINRA Rule 4512(c). Accordingly, the Securities must continue to be held unless a subsequent dispositio n i s registered under the Securities Act or exempt from the registration requirements of the Securities Act. NEITHER THE U.S. SECU RIT IES AND EXCHANGE COMMISSION (“SEC”) NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY, IN THE UNITED STATES OR ELSEWHERE, HAS REVIEWED, APPROVED OR DISAPPROVED OF THE SECURITIES OR THIS PRESENTATION OR DE TERMINED IF THIS PRESENTATION IS TRUTHFUL OR COMPLETE, AND ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Changes and Additional Information in Connection with SEC Filing If the Transaction is pursued, the SPAC will be required to file a proxy statement/prospectus on Form S - 4 relating to the busine ss combination and other relevant documents with the SEC. You are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC when they become available because, among other things, they will contain updates to th e f inancial, industry and other information herein, as well as important information about the SPAC, the Company and their contemplated Transaction. No Representations and Warranties This Presentation is for informational purposes only and does not purport to contain all information that may be required or rel evant to an evaluation of the Transaction, and you will be responsible for conducting any investigations and analysis that yo u d eem appropriate and for seeking independent advice as to the legal, tax, accounting, financial, credit and other related advice w ith respect to the Transaction. Neither the Company and the SPAC nor any of their respective directors, officers, employees, advisors, representatives or age nts make any representation or warranty of any kind, express or implied, as to the value that may be realized in connection with th e Transaction, the legal, regulatory, tax, financial, accounting or other effects of a Transaction or the accuracy or completen ess of the information contained in this Presentation, and none of them shall have any liability based on or arising from, in who le or in part, any information contained in, or omitted from, this Presentation or for any other written or oral communication transmitted t o a ny person or entity in the course of its evaluation of the Transaction. Only those representations and warranties that are ex pre ssly made by the Company or the SPAC in a definitive written agreement with respect to the Transaction, if executed, and subject t o t he limitations and restrictions specified therein, shall have any legal effect. No warranty of any kind, implied, expressed o r s tatutory, is given in conjunction with the information set forth herein. The Company makes no representations or warranties, express or im plied, as to the accuracy or completeness of any information, statements and estimates presented herein. Neither the SEC nor the securities regulatory authority of any state, foreign or other jurisdiction has passed upon the merits of, or the accuracy or ad equacy of, any of the information contained in this Presentation. The Company and the SPAC reserve the right to amend or replace this Presentation at any time but none of the Company or the S PAC , their respective subsidiaries, affiliates, legal advisors or financial advisors shall have any obligation to update or supp lem ent any content set forth in this Presentation or otherwise provide any additional information to you in connection with the Tran sac tion should circumstances, management's estimates or opinions change or any information provided in this Presentation become inaccurate. Forward - Looking Statements This Presentation contains certain “forward - looking statements” within the meaning of the Private Securities Litigation Reform A ct of 1995, Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including c ert ain financial forecasts and projections. All statements other than statements of historical fact contained in this Presentation, inc luding statements as to future results of operations and financial position, planned products and services, business strategy an d plans, the impact of the Egencia acquisition, objectives of management for future operations of the Company, market size and growth opp ortunities, competitive position and technological and market trends, are forward - looking statements. Some of these forward - looking statements can be identified by the use of forward - looking words, including “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “predicts,” “projects,” “should,” “could,” “would,” “may,” “will,” “continue,” “ for ecast” or other similar expressions. All forward - looking statements are based upon estimates and forecasts and reflect the views, assumptions, e xpectations, and opinions of the Company and the SPAC as of the date of this Presentation, and may include, without limitatio n, changes in general economic conditions as a result of COVID - 19, all of which are accordingly subject to change. Any such estimat es, assumptions, expectations, forecasts, views or opinions set forth in this Presentation should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future result s. Legal Disclaimer



Legal Disclaimer © Morgan Stanley and/or certain of its affiliates. All rights reserved. 3 The forward - looking statements and financial forecasts and projections contained in this Presentation are subject to a number of factors, risks and uncertainties, some of which are not currently known to us. You should carefully consider the risks and uncertainties described in the Summary Risk Factors contained in this Presentation and in the “Risk Factors” section of the S PAC 's Registration Statement on Form S - 1 (File No. 333 - 248847) (the “Registration Statement”), its Annual Report on Form 10 - K/A for the year ended December 31, 2021 (the “Annual Report”), and its Quarterly Reports on Form 10 - Q for the quarters ended March 31, 2021 and June 30, 2021 (the “Quarterly Reports”). In addition, there will be risks and uncertainties described in the registr ati on statement on Form S - 4 relating to the Transaction, which is expected to be filed by the SPAC or the Company and its affiliates w ith the SEC and other documents filed by the SPAC or the Company or its affiliates from time to time with the SEC. These fili ngs identify and address other important risks and uncertainties that could cause actual events and results to differ materially fro m expected results contained in the forward - looking statements. Most of these factors are outside the SPAC’s and the Company’s control and are difficult to predict. Factors that may cause s uch differences include, but are not limited to: (1) the outcome of any legal proceedings that may be instituted against the SPAC o r the Company following the announcement of the Transaction; (2) the inability to complete the Transaction, including due to the in abi lity to concurrently close the business combination and the private placement of common stock or due to failure to obtain app rov al of the stockholders of the SPAC; (3) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary reg ulatory approvals or complete regulatory reviews required to complete the Transaction; (4) the risk that the Transaction disr upt s current plans and operations as a result of the announcement and consummation of the Transaction; (5) the inability to recognize the ant icipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain key employees; ( 6) costs related to the Transaction; (7) changes in the applicable laws or regulations; (8) the possibility that the combined co mpa ny may be adversely affected by other economic, business, and/or competitive factors; (9) the impact of the global COVID - 19 pandemi c; and (10) other risks and uncertainties described in the Registration Statement, the Annual Report and the Quarterly Report s, including, in each case, those described in the “Risk Factors” section therein. The SPAC and the Company caution that the for ego ing list of factors is not exclusive and not to place undue reliance upon any forward - looking statements, including projections, which speak only as of the date made. Neither the SPAC nor the Company undertakes or accepts any obligation to release public ly any updates or revisions to any forward - looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based. Use of Projections This Presentation contains projected financial information with respect to the Company, including, but not limited to, estima ted results for fiscal years 2021 through 2023. Such projected financial information constitutes forward - looking information and ar e presented as goals or an illustration of the results that could be generated given a set of hypothetical assumptions that may pr ove to be incorrect. Such projected financial information should not be viewed as guidance and is not based on the Company’s historical operating results and should not be relied upon as necessarily indicative of future results or the Company’s actua l e conomics. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wi de variety of significant business, economic, competitive and other risks and uncertainties, a number of which are beyond the co ntr ol of either the Company or the SPAC and subject to change, including the duration and ongoing impact of the COVID - 19 pandemic, that c ould cause actual results to differ materially from those contained in the prospective financial information. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the in clusion of such information in this Presentation should not be regarded as a representation by any person that the results re fle cted in such forecasts will be achieved. Neither the SPAC’s nor the Company’s independent auditors have audited, reviewed, compiled o r p erformed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordin gly , neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this Pre sen tation. Moreover, the Company operates in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible to predict all risks, nor assess the impact of all factors on the Company’s business or the ext ent to which any factor, or combination of factors, may cause the Company’s actual results, performance or financial conditio n t o be materially different from the expectations of future results, performance of financial condition. In addition, the analyses o f t he Company and the SPAC contained herein are not, and do not purport to be, appraisals of the securities, assets or business of the Company, the SPAC or any other entity. Industry and Market Data This Presentation also contains information, estimates and other statistical data derived from third party sources, including re search, surveys or studies, some of which are preliminary drafts, conducted by third parties, information provided by custome rs and/or industry or general publications. Such information involves a number of assumptions and limitations and due to the nature of the techniques and methodologies used in market research, none of the Company, the SPAC or the third party can guarantee the accuracy of such information. You are cautioned not to give undue weight on such estimates. The Company and the SPAC have not in dependently verified any such third party information, and make no representation as to the accuracy of, such third party information. Financial Statements and Certain Financial Measures The 2015 – 2020 historical financial data included in this Presentation has been derived from the Company’s 2015 – 2020 financial st atements, which were prepared in accordance with United States generally accepted accounting principles (“GAAP”) and are subject to an update based on an ongoing audit in accordance with PCAOB standards. Certain financial information and data contained in this Presentation is unaudited and does not conform to Regulation S - X promul gated under the Securities Act. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in, any proxy statement or registration statement to be filed by the SPAC with the SEC. Some of the fin anc ial information and data contained in this Presentation, such as Adjusted EBITDA and Free Cash Flow, have not been prepared i n accordance with GAAP. Please refer to page 48 of this Presentation for additional details. The Company and the SPAC believe t hes e non - GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company’s management uses th ese non - GAAP measures for trend analyses, for purposes of determining management incentive compensation and for budgeting and planning purposes. The Company and the SPAC believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends in and in comparing the Company’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors. These non - GAAP fi nancial measures should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. The principal limitation of these non - GAAP financial measures is that they exclude significant expenses an d income and cash flows that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income and ca sh flows are excluded or included in determining these non - GAAP financial measures. In order to compensate for these limitations, management presents non - GAAP financial measures in connection with GAAP results and reconciliations to the most directly compara ble GAAP measure are provided on page 48 of this Presentation. Trademarks, Service Marks and Trade Names The Company and the SPAC own or have rights to various trademarks, service marks and trade names that they use in connection wit h the operation of their respective businesses. This Presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. The use or display of third parties’ trademarks, service ma rks , trade names or products in this Presentation is not intended to, and does not imply, a relationship with the Company or the SP AC, or an endorsement or sponsorship by or of the Company or the SPAC. Solely for convenience, the trademarks, service marks and tra de names referred to in this Presentation may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that the Company or the SPAC will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Legal Disclaimer



Today’s Attendees 4 MARTINE GEROW Chief Financial Officer ERIC BOCK Chief Legal Officer, Global Head M&A ITAI WALLACH Apollo Global Management PAUL ABBOTT Chief Executive Officer



Today’s Agenda 5 2 Global Business Travel At A Glance 3 Key Investment Highlights 4 Financial Overview 5 Supplemental Materials 1 Transaction Summary



SECTION 1 Transaction Summary 6



75.8% 15.4% 6.3% 2.6% Transaction Summary 7 Notes: 1. Run-rate pro forma Adj. EBITDA of $846MM calculated as 2019A pro forma Adj. EBITDA of $502MM plus GBT standalone cost savings of $235MM plus run-rate synergies from Egencia acquisition of $109MM. Refer to the Supplemental Materials section for non-GAAP reconciliations 2. 50% of earn-out and deferred shares vest at $12.50 20-day VWAP and remaining vest at $15.00 20-day VWAP 3. Excludes any potential dilutive impact of outstanding warrants 4. Debt balance reflects refinancing of the existing term loans resulting in incremental cash balance on 02-Dec-21 5. Assumes estimated available cash balance of $475MM as of 31-Dec-21 6. Includes 75,000 sponsor shares held by APSGs independent directors 7. Subject to adjustment pursuant to Business Combination Agreement for treatment of preferred equity paydown 8. Assumes no shareholder redemptions. No incremental dilution at close from sponsor promote deferral of 6.7MM shares and seller earn-out of up to 15.0MM shares Transaction Details Overview American Express Global Business Travel (GBT) the world leader in B2B software and services for travel intends to become a public company through a business combination transaction with Apollo Strategic Growth Capital (NYSE:APSG) APSG is a publicly listed Special Purpose Acquisition Company (SPAC) with $817MM cash in trust PIPE of $335MM is being raised in connection with the transaction Valuation Pro Forma Enterprise Value of $4,984MM: 9.5x pro forma 2023E Adj. EBITDA of $527MM ( 9.9x pro forma 2019A Adj. EBITDA pre cost savings and synergies of $502MM ( 5.9x run rate pro forma Adj. EBITDA of $846MM ( Incentive Alignment Seller earn out of up to 15MM shares, subject to vesting milestones based on share price appreciation, aligning value creation incentives ( Deferral of 6.7MM shares of the sponsor promote, with vesting conditional on the same share price appreciation milestones ( Sponsor is committing $20MM to the PIPE GBT Existing Shareholders SPAC Public Shareholders PIPE Shareholders Sponsor Promote Transaction Details Pro Forma Valuation Illustrative Sources Illustrative Uses Share Price ($) $10.00 Pro Forma Shares Outstanding (MM) ( 531.6 Total Equity Value 5,316 Debt ( 1,041 Cash ( (1,373) Total Enterprise Value $4,984 EV / 2023E Pro Forma Adj. EBITDA 9.5x SPAC Cash in Trust $817 Sponsor Promote ( 137 PIPE 335 Equity Rollover ( 4,027 Total Sources $5,316 Cash to Balance Sheet $897 Sponsor Promote ( 137 Equity Rollover 4,027 Preferred Equity Paydown 164 Transaction Costs 90 Total Uses $5,316 Post Combination Ownership at Close ( ($MM, unless otherwise noted) ($MM, unless otherwise noted) ($MM, unless otherwise noted



Apollo Strategic Growth Capital Is an Extension of Apollo’s Global Integrated Platform 8 15 Global Offices $472Bn AUM 39% IRR Since 1990 (1) 550+ Investment Professionals 1990 Founded Apollo Strategic Growth Capital’s Investment Thesis for GBT ► High - value player at the center of the business travel ecosystem ► Strong, seasoned management team and exceptional strategic partners in American Express and Expedia ► Track record of organic growth, accretive M&A, cost reductions and free cash flow generation ► Attractive way to invest behind a thesis of near - term travel recovery by backing the industry leader ► Attractive valuation of 9.4x 2023 pro forma Adj. EBITDA represents a meaningful discount to key publicly traded peers in travel and business services ► Attractive entry - point with significant upside from continued corporate travel recovery and other tangible growth levers (e.g., SME expansion through Egencia and Ovation acquisitions, achievement of synergies, etc.) 1 2 3 4 5 Significant Investment Experience in Travel, Leisure and Business Services & Date: Transaction EV: Total Proceeds: 29 - Oct - 2020 $1,900MM $1,040MM Apollo - Sponsored De - SPACs Date: Transaction EV: Total Proceeds: 09 - Jul - 2021 $1,267MM $557MM & GBT fits squarely in APSG’s wheelhouse, and we believe this transaction is a rare opportunity to capitalize on an extended period of market uncertainty and invest in a market leader at a compelling valuation 6 Notes: All figures as of 30 - Jun - 2021 unless otherwise noted 1. Gross IRR across traditional private equity funds since 1990



SECTION 2 GBT at a Glance 9



The Global Leader in B2B Travel 10 $600MM (as of 2021) Total completed investment in product & platform (1) ~ 1 9K ( 2019) Corporate customers (2) 6 7 % (2019) o f transactions through digital channels (2) $2. 8 Bn ( 2019) Total Revenue (2) , 11 % CAGR (3) $ 502 MM ( 2019) Adj. EBITDA (2) , 2 3 %+ CAGR (3) >95% (2 019) Customer Retention 9 (as of 2021) Value - enhancing acquisitions since 2016 (2) $ 39 Bn ( 2019) Total Transaction Value (TTV) (2) ► 100 years of travel experience (carved out from American Express in 2014) ► World’s leading B2B travel platform by total spend with the largest concentration of high - value travelers ► Proprietary end - to - end digital solution and innovation hub powering omni - channel service platform ► Leading Meetings and Events solutions provider ► Leading Travel and Entertainment (“T&E”) and expense management software ► Egencia acquisition will further strengthen presence in the high - value U.S. Small and Medium Enterprise (“SME”) segment and adds leading digital platform ► Industry - leading compliance and ESG program Notes: 1. Excludes purchase price for acquisition of Egencia 2. Pro forma for Egencia 3. 2015 - 2019A CAGR; excludes Egencia



Exceptional Strategic Partners With Best - in - Class Brands 11 Strategic Benefits to GBT ► Brand halo created by one of the most recognized/trusted brands in the world ► Lead generation ► Joint customer initiatives and product development Other Key Shareholders with Strong Travel / Technology Experience 11 Year Brand Licensing Agreement (2) ~30% Pro Forma Ownership (3) ~$120Bn Market Cap (1) 10 Year Strategic Commercial Partnership (5) ~14% Pro Forma Ownership (3) World’s 2 nd Largest Travel Company Strategic Benefits to GBT ► Partnership with leading B2C travel platform ► Full access to Expedia’s proprietary hotel content and rates Notes: 1. As of 29 - Nov - 2021 2. American Express brand licensing will be effective upon GBT going public. Expires Q1 2033 assuming the GBT / APSG transaction consummates by Q1 2022. 3. Reflects ownership at close pro forma for the Egencia and GBT / APSG transactions. Pro forma ownership based on current assumptions on purchase price allocation 4. Per American Express 2020 10 - K 5. Expedia strategic agreement effective at Egencia closing. Expires Q4 2031 6. ©2019 BlackRock, Inc. All Rights Reserved. BLACKROCK is a registered trademark of BlackRock, Inc. All other trademarks are those of their respective owners. $1.0Tn Network volumes (4) Well - Known & Trusted Brand (6) New strategic investors participating in the PIPE



The Largest Player in a Massively Underpenetrated Industry 12 Source: Travel Weekly 2020 Power list, GBTA, JP Morgan T&E Benchmark, ARC, Phocuswright , Airlines for America, European Business Travel Barometer survey, iResearch China, CWT Public Filings Notes: 1. GBT includes ~$8Bn TTV from Egencia; BCD includes ~$11Bn TTV from affiliates; CTM pro forma for T&T acquisition 2. Not a comprehensive list of all TMCs, only TMCs known to have $5Bn+ TTV shown 3. $1.4Tn reflects 2019 worldwide corporate travel spend including in - destination spend per GBTA. Segment sizes are estimated 4. “GMN” represents Global & Multinational Enterprises; “SME” represents Small & Medium Enterprises; In - destination includes entert ainment and meals 5. Amount is pro forma for Egencia Total Global Business Travel Spend of $1.4Tn (3) 2019 Managed Global Business Travel Spend per Travel Management Company (“TMC”) (1)(2) ($Bn) (1) ~40% larger in TTV than the next closest competitor Long Tail of Vendors Total GBTS Managed GMN ~$60Bn Managed SME ~$270Bn Unmanaged SME ~$ 675 Bn In - Destination ~$430Bn 60% 40% $23Bn (5) $16Bn 94% 6% (4) (4) (4) $ 23 $ 28 $ 39 ~$220 $ 6 $ 7 $ 8 ~$330



Decades of Consistent Growth in Worldwide Business Travel Spending Business Travel Spend Has Historically Grown at 4%+ 13 Source: Global Business Travel Association; IATA (Aug - 2021), USTA (Jul - 2021), Fitch (Jun - 2021), Deloitte (Aug - 2021), Euromonitor (Sep - 2021), PwC (Apr - 2021) Notes: 1. IATA baseline travel projection (incl. leisure) for reference 2. Management estimate Business Travel $1Tn+ Opportunity by 2023 Global Business Travel Spend ($Tn) 0.0 0.4 0.8 1.2 1.6 '00 '01 '02 '03 '04 '05 '06 '07 '08 '09 '10 '11 '12 '13 '14 '15 '16 '17 '18 '19 0 20 40 60 80 100 120 '19A '20A '21E '22E '23E '24E '25E Global Business Travel Spend, indexed to 100 for 2019 Other experts predict ~80 - 100% recovery by 2023 GBT is modeling ~70% recovery by 2023 (2) Fitch PwC Deloitte (US) USTA (U.S. Domestic) IATA (1) Euromonitor Some experts predict ~75 - 85% recovery by 2022



Amex GBT Sits at the Center of the Business Travel Ecosystem 14 x ~19,000 customers globally (1) x 95%+ customer retention rate x No single customer or supplier over 6% of revenue x Marketplace with the most comprehensive and competitive content in the industry x Greatest concentration of high - value travelers x 40% higher average air ticket prices booked than TMC benchmark (2) x 16 year average tenure of top 100 customers x Relationships with 90+ global airlines and 100+ hotel groups IBM Microsoft BCG UPS Sanofi Dell KPMG GM IPG Aon Intel ITW Corning EY WorldBank Morgan Stanley Goldman Sachs Credit Suisse Notes: 1. 2019 pro forma for Egencia 2. Per IATA DDS



The Platform Delivers Compelling Value to Customers & Suppliers… 15 What We Do for Customers What We Do for Suppliers Fully integrated travel and expense management platform • Integrated end - to - end solutions enabling full travel spend visibility, control and compliance • Detailed reporting and insights tools at customers’ fingertips, including sustainability metrics Complete traveler experience • Global, high - touch, 24/7 service enables seamless search, booking and changing of travel, including disruption management • Traveler location tracking based on real - time data to keep travelers safe and productive Savings through differentiated supplier content • Access to GBT platform’s comprehensive content, value and relationships Access to the largest set of premium corporate customers • Business travelers are ~2x more valuable to suppliers vs. leisure travelers • GBT has 40% higher average air ticket prices booked than the TMC benchmark Cost - efficient, high ROI distribution channel • Serve as an effective extension of suppliers’ sales and marketing functions • Valuable insights and reporting on customer dynamics Enhance the customer experience • Exceptional service, buying experience and disruption management GBT’s leading position, best - in - class technology solutions and customer service create a highly compelling value proposition to customers and suppliers, we believe making GBT the most valuable marketplace in corporate travel



… Allowing GBT To Generate Multiple Revenue Streams 16 c Travel Revenues (76%) (1) GBT receives transaction fees for travel services Suppliers pay GBT for content distribution and promotion GBT is paid for each transaction booked through the GDS 1 2 3 Product and Professional Services Revenues (24%) (1) GBT is paid fixed fees for staffing, including account management Subscription fees and professional service fees for value - added products and services Income received from suppliers for marketing, products and other professional services including consulting 4 5 6 Customers Suppliers Net GDS Revenue 3 Transaction Fees 1 Products and Services Revenue 5 Management Fees 4 Fees, Incentives and Preferred Extras 2 Marketing and Other Revenue 6 GDS and NDC Content Notes: 1. Revenue split based on 2019 actual revenue, excluding Egencia



Highly Diversified Business Profile 17 Notes: 1. “GMN” represents Global & Multinational Enterprises; “SME” represents Small & Medium Enterprises 2. Revenue by geography and customer segment based on 2019 pro forma revenue, including Egencia . Revenue by industry based on 2019 actual revenue, excluding Egencia and HRG; by revenue stream based on 2019 actual revenue, excluding Egencia Revenue by Geography (2) Revenue by Customer Segment (2) by Revenue Stream (2) US , 48% EMEA , 36% APAC and other , 9% Americas ex US , 6% GMN , 55% SME , 45% Travel , 76% Product & Professional Services , 24% No single customer or supplier accounts for greater than 6% of total revenues Revenue by Industry (2) IT , 16% Financial Services , 16% Healthcare , 14% Business Services , 13% Industrial , 11% Other , 31%



Growing Catalog of Loyal, Blue - Chip Customers 18 $2.6 Bn 2018 - 2020 Average Gross Annual Wins (2.4x win/loss ratio) Customer Retention Rate (2019) 95%+ Year Average Tenure for Top 100 Customers (2) 16 40 of the Top 100 U.S. Companies by Travel Spend (3) 5 of 10 Largest Health Care Companies (5) 5 of 10 Largest U.S. banks (4) 58% 2020 AM Law Top 100 3 of 4 Big Four Accounting Firms of GBT Gross Profit Comes From SME (1) >50% Notes: 1. Pro forma for Egencia acquisition 2. Tenure based on top 100 clients by 2019 FY TTV, with tenure calculated until September 2021 (excluding former HRG clients) 3. Per BTN’s 2020 Corporate Travel 100 4. Per Federal Financial Institutions Examination Council, largest holding companies by total assets as of 30 - Jun - 2021 5. Per Pharm Exec / Evaluation Ltd. 2020 rankings of largest pharmaceutical companies by revenue



SECTION 3 Key Investment Highlights 19



Leading B2B Travel Platform, With Strong Brand and Strategic Shareholders Unique Model With Strong Value Proposition to Customers and Suppliers Enabled by Cutting - Edge Technology Multiple Avenues to Accelerate Growth and Create Value Well - Positioned for Recovery in the Large and Resilient Travel Sector Proven Value Creation Through M&A and Operational Expertise Strong Financial Performance, With Proven Track Record of Growth and Profitability Highly Attractive and Differentiated Investment Opportunity 20 1 3 4 5 6 2



Core Platform 56 52 49 44 39 36 33 39 28 23 8 7 6 Amex GBT BCD CWT CTM FCM Direct Travel ~40% larger in TTV than the next closest competitor The Clear Leader in B2B Travel 21 1 Leadership in Scale Leadership in Technology Leadership in Solutions ► Global presence that serves clients 24/7 wherever and whenever they want ► Delivering superior customer and supplier value ► Efficient cost base and financial stability ► Differentiated investment capacity helps promote innovation and creates a unique competitive advantage ► $600MM invested in purpose - built technology (2) ; infrastructure is less than six years old ► GBT’s Core Platform powers global travel programs at scale by connecting leading proprietary and third - party tools ► Leading solutions designed to address all needs of any travel program Business Travel , Meetings & Events for GMN Clients Solution of Choice for High Touch SME Clients NPS Scores (3) Data Lake SUPPLY MARKETPLACE CONNECT PROFILE Œ GLOBAL TRIP RECORD Œ Neo Œ AI/Chat Agent Mobile Future channels Products & services Notes: 1. GBT includes ~$8Bn TTV from Egencia; BCD includes ~$11Bn TTV from affiliates; CTM pro forma for T&T acquisition. Not a compre hen sive list of all TMCs, only TMCs known to have $5Bn+ TTV shown 2. $600MM excludes purchase price for acquisition of Egencia 3. Per July - August 2021 SPAC commissioned survey TTV ($ Bn ) (1) Solution of Choice for Digital - First SME Clients



World - Class Team Supported by Trusted Shareholders 22 1 Select Shareholders EVAN KONWISER EVP Product, Strategy & Communications MICHAEL QUALANTONE Chief Revenue Officer MARTINE GEROW Chief Financial Officer PAUL ABBOTT Chief Executive Officer ANDREW CRAWLEY Chief Commercial Officer BORIANA TCHOBANOVA Chief Transformation Officer DAVID THOMPSON Chief Technology Officer SI - YEON KIM Chief Risk & Compliance Officer ERIC BOCK Chief Legal Officer, Global Head M&A PATRICIA HUSKA Chief People Officer MARK HOLLYHEAD President, Egencia



GBT Flywheel: Creating a Unique Differentiated Model 23 2 Premium economics invested into technology and growth GBT delivers differentiated value to clients One of the largest aggregations of premium demand in travel Building a world leading B2B travel platform and solutions Efficient access for suppliers to one of the most valuable client bases in travel Differentiated content, experiences, and savings for our customers



Leading Technology Powering Solutions That Create Value and Loyalty With Travelers and Travel Managers … 24 2 Comprehensive Suite of Tech - Enabled Tools for Travelers AND Travel Managers Unrivaled Value • Most comprehensive and competitive content, driving savings for customers • Leading analytics, insights, benchmarking and consulting services to optimize travel spend, all in one platform Unrivaled Choice • Solutions designed around customer needs and powered by a modern, agile Core Platform • Comprehensive travel management toolkit – integrated into customer environments to work seamlessly Unrivaled Experience and Support • 24/7 global support for any traveler, anywhere in the world, from any device and medium • Bringing together the leading digital, self - service and agent - facilitated traveler experience For Traveler Managers For Travelers Air Re - Shop Œ Virtual Payment GBT Account Premier Insights Œ Peer Travel Insights Œ Agent On - Demand AI/Chat Expert Auditor Œ Hotel Re - shop Expert Œ Disruption Management Mobile Neo Œ



19% 15% 47% 19% 5 Years or Less 6-10 Years 11-20 Years 21+ Years … Resulting in a High - Quality, Loyal Customer Base 25 81% of Our Top 100 Customers Have Been With Us for More Than Five Years High Customer Retention of 95%+ Distribution of Tenure Across Top 100 Customers (1) 2 ► Consistently adding to customer base with new annual wins averaging $2.6Bn over the last three years ► Aggregate win / loss ratio of 2.4x Notes: 1. Analysis reflects top 100 retained clients based on 2019 FY TTV, with tenure calculated until September 2021 (excluding forme r H RG clients). Between 2019 and 2021 YTD GBT won a further 23 new customers that would be in the top 100 based on expected annual TTV for a normal full year of trading ► 16 - year average tenure across top 100 customers



We Deliver Suppliers the Most Valuable Customer Base in Travel 26 Notes: 1. Estimated by A4A for U.S. airline industry pre - COVID 2. Per McKinsey, Skift 3. Per IATA DDS, FY2019. TMC benchmark is average of identified TMCs within DDS dataset Strong Platform & Optimization Capabilities ► Delivers a high ROI channel for suppliers ► Revenue management platform provides data insight Differentiated Marketplace Content ► Single - platform access to all major content sources ► Proprietary air content represents 12% of sales; proprietary hotel content that beats best available rate 1/3 of the time ► Distributes large volumes of supplier content ► Concentration of premium customers ensures high - margin revenue for suppliers Largest Aggregation of Premium Demand in Travel Our Travelers Are ~2x More Valuable Than Leisure Customers GBT Delivers a Higher Average Air Ticket Price Than the TMC Average (3) Average Air Ticket Price $675 $479 Amex GBT TMC Benchmark + 41% Business travel represents 30% of passengers (1) , but 55% - 75% of supplier profits because they purchase (2) : ► More premium seats ► More flexible tickets ► More long - haul international trips ► More last - minute bookings 2



Technology Investments Create a Sustainable Competitive Advantage 27 Acquisition Organic / Internal Leading B2B Platform EGENCIA 2021 30 SECONDS TO FLY Travel AI Capability 2020 Infrastructure Stand - up 2017 Neo, Online Booking Platform 2016 Core Platform Launch 2016 Industry - Defining Product and Technology Strategy 2015 2021 - 2022 2021 – 2022 Priorities Digital Acceleration Cloud Migration NDC Digital & Ecommerce Hub 2019 2 Completed $600MM+ in Product & Platform Investments (Excluding Egencia), with Significant Benefits to Come



Significant Runway for Growth & Margin Expansion 28 Multiple Levers To Drive Growth Positioning GBT for Margin Expansion • $235MM of structural cost reductions will enable GBT to realize higher margins • Utilize proven synergy realization playbook to drive value from recent M&A • Continue to leverage differentiated technology platform to drive productivity • Drive positive mix shift toward highly profitable SME segment • Accelerating new wins driven by differentiated value and “flight to quality” • Growing leadership in SME , the fastest - growing industry segment with the largest addressable market • Well positioned to capture the shift from unmanaged to managed SME travel • Robust M&A pipeline with proven track record of successful execution and integration • Expand GBT Partner Solutions to power the industry A B C D A B C D 3



Strong Organic Growth Momentum Driven by Increasingly Relevant Value Proposition and “Flight to Quality” Customer Supplier Customers seek Unrivaled Value to do more with their travel budgets Efficient Access to valuable business customers even more important to suppliers as they rebuild revenue base Unrivaled Experience – Traveler well - being is a top priority for company executives Suppliers overwhelmed with service requests Unrivaled Choice of solutions designed to meet evolving customer needs in all segments Superior Supplier Economics from new retailing and merchandising opportunities $3Bn 2020 New Wins (1) Most since JV formation 52 Customer NPS Score (2) 92% 2020 “Top two box” Traveler Satisfaction (3) +90bps vs. 2019 Clear momentum in recent performance 80% 16 out of top 20 supplier contracts renegotiated with equal or better terms since January 2020 (4) 29 Notes: 1. Based on 2019 volumes 2. Per July - August 2021 SPAC commissioned survey 3. Average for 2020 GBT traveler satisfaction (CSAT) surveys 4. Negotiation in progress for remaining 4 suppliers 3 Tailwinds from value proposition becoming even more critical going forward



GBT Is Positioned for Significant Growth in the High - Value SME Segment 30 2019 Total Travel Spend Industry - Leading SME Platforms Global and Multinational (GMN) Global Managed SME ~$270Bn (1) ~$60Bn (1) of global SME spend is managed today (1) Only ~30% managed SME player No. 1 Largest in TTV than the next GBTS competitor ~40% Larger ► In tegrated digital platform built for digital - first solutions segment, the fastest growing segment in business travel ► Simple, easy to use proposition for the traveler ► Lowest - cost, turnkey solution for customers 3 ► Recognized leader in providing high - touch service at scale ► Deep strength in high - value industry verticals ► C - Suite, VIP and premium servicing Significant investments in recent years to grow GBT’s presence in attractive SME space through leading platforms Source: GBTA, JP Morgan T&E Benchmark, ARC, Phocuswright , Airlines for America, European Business Travel Barometer survey, iResearch China Notes: 1. Segment sizes are estimated



Egencia Acquisition Will Expand GBT’s SME Offering Through the Leading Digital - First Solution 31 18.8x 5.0x ( 13.8x ) Purchase Multiple Synergies Synergized Multiple ► In May 2021, GBT announced it would acquire Egencia from Expedia ► Transaction results in Expedia owning a ~14% stake in GBT (1) ► The transaction values Egencia at $750MM (~19x 2019A Adj. EBITDA, or ~5x including synergies) ► Transaction closed in November 2021 Highly Attractive Synergized Purchase Multiple Transaction Overview ► Nearly doubles SME presence – the largest, highest margin and fastest - growing segment ► Adds the leading digital - first solution to GBT portfolio ► Adds Expedia, the world’s second largest travel company, as a meaningful shareholder and strategic partner ► Full access to exclusive Expedia content ► Significant expected synergy opportunity ($109MM run rate) Strategic Rationale 3 Notes: 1. Pro forma for the GBT / APSG transaction Synergy driven by revenue harmonization, workforce rationalization and real estate optimization Reduction



GBT Plans To Emerge From Pandemic With Optimized Cost Structure and Greater Competitive Strength 32 Overview of OpEx Optimization ► $235MM of cost reductions executed since beginning of 2020, as part of a broader pre - COVID margin enhancement program ► ~80% of permanent cost reductions already realized ► Opportunities to continue to leverage differentiated technology platform to further drive productivity $235MM of Savings Executed in 2020 All Actions Executed, ~80% of Permanent Cost Reductions Already Realized $32 $24 $19 $160 $235 Vendor Cost Reduction Real Estate Other Productivity & Efficiency Total Represents 13% of 2019A cost base $185 $50 $185 $40 $10 $235 Realized Savings Productivity & Efficiency Other Total All actions completed, realized with volume recovery Fully realized by 2021 - 2022 All actions completed and savings realized 3



Industry Participants Are Bullish on Near - Term Recovery 33 Source: BofA Global Research: Global Travel Survey (Jul - 2021) 69% 81% 73% 68% 78% 71% 74% 31% 19% 27% 32% 21% 29% 26% U.S. China U.K. Germany France Japan Total Increase or No Change Decrease 72% 83% 73% 81% 80% 82% 79% 28% 16% 28% 19% 19% 18% 21% U.S. China U.K. Germany France Japan Total At or Prior to 1H22 After 1H22 “How do you expect your business travel to change relative to before COVID - 19?” 74% of Respondents Expect Business Travel to Return to Pre - Pandemic Levels or Above “If you travel for business, when do expect to take your next business trip?” 79% of Respondents Will Have Taken Their Next Business Trip by Mid - 2022 4



Volume Recovery Appears Well Underway 34 4 Weekly Gross Total Transactions % Recovery vs. 2019 Gross Total Transactions % Recovery vs. 2019 Total Gross Transaction Recovery (1)(2) Notes: 1. Includes Gross Total Transactions from most major proprietary countries. Excludes Egencia. 2. Week 2 starts 03 - Jan - 2021. Week 47 ends 20 - Nov - 2021 Select Data Points (Week Ending November 20, 2021) 0% 10% 20% 30% 40% 50% - 100,000 200,000 300,000 400,000 500,000 ► Total Gross Air Transactions at 50% recovered, with Amex GBT at 47%, Egencia at 58% and Ovation at 60% recovered. ► Amex GBT U.S. Gross Transactions at 44% recovered (1) ► Amex GBT U.S. SME Total Gross Transactions at 54% recovered and EMEA SME at 72% recovered (1) ► Amex GBT Europe Total Gross Transactions at 51% recovered (1) ► Governments are generally starting to cautiously relax travel restrictions, for example the U.S. opened up for vaccinated international travelers in November; the U.K., Germany, France and Canada are open to U.S. vaccinated travelers; and travel within the E.U. is also without restrictions



History of Successful M&A Execution and Integration, With Further Room To Grow 35 5 Target Date Rationale ► Digital platform and scale in U.S. SME ► Transformative expansion ► Scale and capability in U.S. SME ► German presence and SME expansion ► Spanish and European expansion ► Meetings and events solutions ► SME scale and Nordic presence ► AI messaging capabilities ► Marketplace and POS technology History of Success in Executing Highly Synergistic M&A GBT Spain (Barcelo) Dec ‘17 SCOPE & SCALE CAPABILITIES Technologically Additive Hogg Robinson Group Acquisition Case Study Implied TEV/EBITDA Multiple Over Time Pre-acquisition (FY'18A) Post-acquisition + synergies (FY'19A) Post-acquisition + synergies (FY'22E) $62MM acquired Adj. EBITDA $75MM synergies / harmonization achieved (vs. $46MM budgeted) $90MM synergies / harmonization expected (vs. $77MM budgeted) 11.4x 5.1x 4.6x ► Acquired HRG, the fourth largest TMC globally, in July 2018 ► Combined two advanced travel technology and development platforms ► Added ~$5.5Bn incremental TTV and ~$400MM revenue Acquisition Overview 30STF Oct ‘20 TRANSFORMATIVE Nov ‘21 Jul ‘18 Jan ‘21 Sep ‘19 Aug ‘17 Oct ‘16 Oct ‘16



$400 $1 $151 $189 $241 $290 $401 2014 2015 2016 2017 2018 2019 $2,282 $547 $1,488 $1,524 $1,609 $1,899 $2,829 2014 2015 2016 2017 2018 2019 $462 $40 $205 $245 $292 $356 $502 2014 2015 2016 2017 2018 2019 Proven Financial Track Record 36 GBT Egencia GBT Revenue ($MM) GBT Adj. EBITDA & Margin ($MM) (3) JV Formed JV Formed ~400bps in margin uplift from 2015 - 2019 14% 16% 18% 19% 74% 77% 82% 81% JV Formed GBT Free Cash Flow & Conversion (4) ($MM) 18% 80% 6 Notes: 1. GBT CAGR excludes Egencia 2. GBT 2019 Revenue of $2,282MM includes GAAP revenue of $2,119MM plus pro forma impact of DER and Ovation acquisitions of $124M M p lus FX normalization of $39MM 3. Pro forma for Egencia . Adj. EBITDA is a non - GAAP measure. Please refer to the Supplemental Materials section for reconciliation of Adj. EBITDA to GAA P 4. Free Cash Flow is a non - GAAP measure. Free Cash Flow is defined as Adj. EBITDA - Capex (2)



SECTION 4 Financial Overview 37



$502 $527 $626 $736 $846 9.9x 9.4x 7.9x 6.8x 5.9x 2019 2023 Business Plan at ~70% Industry Recovery 2023 at 80% Industry Recovery 2023 at 90% Industry Recovery 2023 at 100% Industry Recovery GBT Would Return to Pre - COVID Adj. EBITDA With Only ~70% Demand Recovery 38 ($MM, unless otherwise stated) Notes: 1. Pro forma for Egencia . Adj. EBITDA is a non - GAAP measure. Please refer to the Supplemental Materials section for reconciliation of Adj. EBITDA to GAA P Significant Upside Under Quicker Recovery Scenarios Adj. EBITDA (1) Implied AV / EBITDA Multiple



$462 $502 $737 $846 $40 $235 $109 Building Blocks of Medium - Term Adj. EBITDA Growth at 100% Base Earnings Potential 39 GBT Cost Savings and Egencia Acquisition Synergies to Significantly Boost Adj. EBITDA Growth (1)(2) ($MM) GBT PF 2019 Adj. EBITDA Egencia Standalone 2019A Adj. EBITDA PF Adj. EBITDA GBT Standalone Cost Savings PF Adj. EBITDA Ex. Synergies Run - Rate Synergies Run - Rate PF Adj. EBITDA Notes: 1. Adj. EBITDA is a non - GAAP measure. Please refer to the Supplemental Materials section for reconciliation of Adj. EBITDA to GAAP 2. Run - Rate pro forma Adj. EBITDA excludes expected benefit from yield improvements, Egencia structural savings, partially offset by public company costs



We Believe GBT Is a Superior Investment Opportunity to Peers Business Services GBT Scale Organic Growth Prospects Consolidation Opportunity Depth of Customer Relationships End Market and Supplier Diversity Low Capital Intensity Technology Capabilities EV / 2023E Adj. EBITDA (1) EV / 2023E FCF (1)(2) 9.4x 21.2x 23.9x 20.4x 12.2x 12.8x 22.3x 12.4x 13.2x 11.2x 11.6x 22.3x 27.3x 26.1x 14.5x 18.1x 24.2x 14.1x 19.5x 13.6x Corporate Travel & GDS – – – – – 40 Notes: 1. Market data as of 29 - Nov - 2021 2. Free Cash Flow is a non - GAAP measure. Free Cash Flow is defined as Adj. EBITDA - Capex 3. Pro forma for Egencia . Adj. EBITDA is a non - GAAP measure. Please refer to the Supplemental Materials section for reconciliation of Adj. EBITDA to GAA P – – – (3) (3)



9.4x 23.9x 22.3x 21.2x 20.4x 12.8x 12.2x 13.2x 12.4x 11.2x 9.9x 32.5x 28.8x 28.5x 21.9x 15.8x 16.1x 13.0x 21.7x 6.7x Amex GBT Cintas Paychex ADP Ecolab Iron Mountain Genpact Amadeus CTM Sabre GBT Valuation Presents an Opportunity to Invest at a Discount EV / 2019A & 2023E Adj. EBITDA $5.0 $49.1 $44.7 $101.5 $70.8 $22.7 $10.6 $33.0 $2.0 $6.4 Source: Management projections, Capital IQ, Thomson Consensus Estimates; market data as of 29 - Nov - 2021 Notes: 1. Pro forma for Egencia . Based on Adj. EBITDA for GBT. Adj. EBITDA is a non - GAAP measure. Please refer to the Supplemental Materials section for reconc iliation of Adj. EBITDA to GAAP 2019A 2023E Enterprise Value ($Bn) (1) 41



4.0 3.5 3.3 2.5 2.2 1.8 (0.6) (0.1) (3.3) (6.1) Average: 2.1 (3.2) Amex GBT Iron Mountain Cintas Ecolab ADP Paychex Genpact Amadeus CTM Sabre 86% 137% 123% 123% 119% 112% 96% 194% 99% 81% Average: 118% Average: 125% Amex GBT Genpact Paychex ADP Cintas Iron Mountain Ecolab CTM Amadeus Sabre GBT Adjusted EBITDA Margin Expansion Compares Favorably to Peers, With Further Operating Leverage Upside at Full Recovery Source: Management projections, Capital IQ, Thomson Consensus Estimates; market data as of 29 - Nov - 2021 Notes: 1. Pro forma for Egencia . Based on Adj. EBITDA for GBT. Adj. EBITDA is a non - GAAP measure. Please refer to the Supplemental Materials section for reconc iliation of Adj. EBITDA to GAAP ‘23E Revenue % of ’19A ’19A - 23E Change in EBITDA Margin (p.p.) (1) (1) 42 22% 37% 25% 24% 27% 43% 18% 40% 31% 18% Average: % 2023E EBITDA Margin



SECTION 5 Thank You 43



SECTION 6 Supplemental Materials 44



History of American Express Global Business Travel 2020 2019 2018 2017 2016 2015 2014 2021 1915 2014 Amex separates its Global Business Travel division into a joint venture with an investor group led by Certares ; GBT enters into trademark license agreement, which grants license to use the Amex brand name 2015 GBT develops product and technology strategy to power the platform, and maintain robust privacy and data security 2016 Acquired KDS - proprietary OBT and ecommerce capability. Buildout of core platform capable of powering a global travel program at scale 2017 GBT expands standalone infrastructure for key systems, including global telephony and network 2019 Created Neo Technology Group – dedicated hub for digital and e - commerce innovation. Refreshed GBT branding 2020 GBT achieves a record year for growth by newly won customer expected annual value (based on 2019 travel volumes) and growth in customer and traveler satisfaction performance. Acquired 30STF – leading - edge AI capabilities 1915 Amex establishes a Travel Division and starts its first travel agencies 2018 GBT acquires Hogg Robinson Group (HRG) and completes full separation of infrastructure from Amex 2021 GBT acquires Ovation and Egencia 45



GBT Sets the Standard for ESG in Travel Customer ESG Score ► GBT achieved carbon neutrality for employee business travel ► Pioneering Sustainable Aviation Fuel initiative with Shell to progress industry’s path to net - zero emissions ► Partner with UNICEF to support education for the world’s most vulnerable children ► 74% employee engagement score in 2021 (+3% vs. high - performing benchmark) ► Significant focus on DEI initiatives , led by six inclusion groups within the Company ► Strong focus on inclusion and board diversity ► Thought leader on compliance issues and solutions ► Significant investment in compliance processes and infrastructure as a BHC - controlled subsidiary Customers are able to choose carbon offset and green filters through Neo Collaborate with GBT on anti - human trafficking initiatives Customers are ensured to be within all internal and external travel compliance statutes Environmental impact tracking, analytics, and reporting data Environmental Governance Social 46



2019A 2020A 2021E 2022E 2023E Total Transaction Value ($Bn) 38.5 8.3 7.6 18.8 30.8 % of 2019A 22% 20% 49% 80% GBT GAAP Revenue 2,119 793 Egencia 547 184 Ovation / DER Pro Forma 124 26 FX at Constant Currency 39 21 Total PF Revenue 2,829 1,023 828 1,631 2,420 Growth % - (64%) (19%) 97% 48% % of 2019A 36% 29% 58% 86% PF Adj. EBITDA (2) 502 (625) (557) 7 527 Margin % 18% (61%) (67%) 0% 22% PF Capital Expeditures (101) (81) (73) (85) (99) Revenue % 4% 8% 9% 5% 4% Summary Financials (1) ($MM, unless otherwise noted) 47 Notes: 1. Pro forma for Egencia 2. Adj. EBITDA is a non - GAAP measure. Please refer to the Supplemental Materials section for reconciliation of Adj. EBITDA to GAAP 3. Management estimate Includes $60MM one - time costs from customer service operations ramp - up Egencia PF Adj. EBITDA projected to be ($59MM) GBT modeling ~70% industry recovery. 2023E TTV reflects industry recovery and net new wins (3)



2015A 2016A 2017A 2018A 2019A 2020A GAAP Operating Income (116) (33) 34 74 206 (747) Depreciation & Amortization 71 78 96 125 141 148 Share of Earnings in Equity Method Investments 3 1 4 6 5 (5) Restructuring Charges 37 27 30 21 12 206 Integration Costs – – 0 17 36 14 M&A Costs – 5 11 24 12 10 Separation Costs 139 87 59 39 3 (0) Non Cash Equity Plan 4 4 4 4 6 3 Other – 3 0 2 8 8 Adj. EBITDA 138 172 238 311 428 (363) Parallel Costs 48 49 36 15 1 2 TSA Admin Fee & Premium 14 10 7 3 – – PCI – – 1 12 4 0 Board Expenses 4 4 4 3 4 3 Product Investments – 10 14 12 9 0 All Other Adjustments – – (8) – – – Management Adj. EBITDA 205 245 292 356 447 (358) Ovation PF EBITDA 5 (21) DER PF EBITDA 4 – FX at Constant Currency 7 2 Adj. EBITDA (PF for Ovation/DER) 205 245 292 356 462 (377) Egencia PF EBITDA 40 (248) Total PF Adj. EBITDA (PF for Ovation/DER/Egencia) 205 245 292 356 502 (625) EBITDA Reconciliation 48 ($MM)



Current Balance Sheet PF for SPAC Estimated as of 12/31/21 Post-Money Revolving Credit Facility Term Loan B1 241 241 New Term Loan 800 800 Total Term Loan Debt 1,041 1,041 Preferred Equity 164 (164) Total Term Loan Debt + Preferred Equity 1,205 (164) 1,041 Cash (475) (897) (1,373) Net Debt 730 (1,061) (332) Post-Money Equity Value 5,316 Post-Money Enterprise Value 4,984 2023E Adj. EBITDA 527 527 Net Debt / 2023E Adj. EBITDA 1.4x (2.0x) (0.6x) SPAC Adj. Pro Forma Capitalization 49 (3) (1) (2) ($MM, unless otherwise noted) Notes: 1. Assumes estimated available cash balance of $475MM as of 31-Dec-21 2. Excludes any potential dilutive impact of outstanding warrants. Assumes no shareholder redemptions. No incremental dilution at close from sponsor promote deferral of 6.7MM shares and seller earn-out of 15.0MM shares 3. Adj. EBITDA is a non-GAAP measure. Please refer to the Supplemental Materials section for reconciliation of Adj. EBITDA to GAAP



Summary Risk Factors 50 This Presentation is being provided to certain sophisticated institutional investors for a potential investment in the SPAC a s p art of the proposed Transaction with GBT. Investing in the securities to be issued in a private placement in connection with the Transaction involves a high degree of risk. You should carefully consider these risks and un cer tainties, together with all of the other information contained in this Presentation, and should carry out your own diligence and consult with your own financial, tax and legal advisors concerning the risks and suit abi lity of an investment in this private placement transaction before making an investment decision. If the SPAC, GBT or, following the consummation of the Transaction, the public company (“ PubCo ”) cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, the combined company’s business, financial condition or results of operations could be materially an d a dversely affected. Additional risks and uncertainties not presently known to the SPAC or GBT or that the SPAC or GBT currently deem immaterial may also impair the combined company’s business operations. Unless the con text otherwise requires, all references below to the “Company, ” “we,” “us” or “our” refer to the business of GBT and its subsidiaries prior to the consummation of the Transaction, and PubCo and its subsidiaries, including GBT, following the consummation of the Transaction. Risks Relating to Our Business and Industry ► The COVID - 19 pandemic has had, and is expected to continue to have, a significant adverse impact on our business, including our financial results and prospects, and the travel suppliers on which our business relies. ► The ongoing impact of the COVID - 19 pandemic on our business and the impact on our results of operations is highly uncertain. ► Our revenue is derived from the global travel industry, and a prolonged or substantial decrease in global travel, particularl y a ir travel, could adversely affect us. ► The widespread adoption of teleconference and virtual meeting technologies could continue to reduce the number of in - person busi ness meetings and demand for travel and our services, which could adversely affect our business, financial condition and results of operations. ► The travel industry is highly competitive. ► Consolidation in the travel industry may result in lost bookings and reduced revenue. ► Our business and results of operations may be adversely affected by macroeconomic conditions. ► Our international business exposes us to geo - political and economic risks associated with doing business in foreign countries. ► Complaints from travelers or negative publicity about our services can diminish client confidence and adversely affect our bu sin ess. ► Our substantial indebtedness could adversely affect our business and growth prospects. ► The terms of the senior secured credit agreement restrict our current and future operations, particularly our ability to resp ond to changes or to take certain actions. ► Servicing our indebtedness will require a significant amount of cash. Our ability to generate cash depends on many factors, s ome of which are not within our control. ► Certain results and trends related to our business and the travel industry more generally are based on preliminary data and a ssu mptions, and as a result, are subject to change and may differ materially from what we expect. Risks Relating to Our Dependence on Third Parties ► If we are unable to maintain existing, and establish new, arrangements with travel suppliers, or if our travel suppliers and par tners reduce or eliminate the commission and other compensation they pay us, our business and results of operations would be negatively impacted. ► Our business and results of operations could be adversely affected if one or more of our major travel suppliers suffers a det eri oration in its financial condition or restructures its operations or, as a result of consolidation in the travel industry, loses bookings and revenue. ► Unless we maintain good relationships with our Travel Partner Network (“TPN”), through which we service clients globally, and re new existing, or enter into new, TPN agreements, we may be unable to expand our business, and our financial condition and results of operations may suffer.



Summary Risk Factors (Cont’d) 51 ► We may have disputes with our third - party travel management companies (“TMCs”) and independent advisors that are clients of GBT Partner Solutions who, through GBT Partner Solutions, can access GBT’s technology platform and content (collectively “Network Partners”), and they may refuse to implement our strategies or seek to te rminate their agreements with us if the brands’ performance is worse than they expected. ► Our Network Partners could take actions that may harm our business. ► Travel suppliers’ use of alternative distribution models, such as direct distribution models, could adversely affect our busi nes s. Risks Related to Employee Matters, Managing Our Growth and Other Risks Related to Our Business ► Our ability to identify, hire and retain senior management and other qualified personnel is critical to our results of operat ion s and future growth. ► We may not be able to accurately predict our future capital needs, and we may not be able to obtain additional financing to f und our operations. ► We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strate gy. ► We may not realize the anticipated benefits of the Egencia Acquisition. ► The unaudited pro forma consolidated financial information in this presentation is presented for illustrative purposes only a nd is not necessarily indicative of the operating results or financial position of the Company following completion of the relevant transactions, including the Egencia Acquisition. ► Any due diligence conducted by us in connection with potential future acquisitions may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on our financial condition or results of operations. ► We face pension and other postretirement benefit obligations. ► A decline in the liability discount rate, lower - than - expected investment return on pension assets and other factors could affect our results of operations or amount of pension funding contributions in future periods. Risks Related to Intellectual Property, Information Technology, Data Security and Privacy ► Any termination of the trademark license agreement with American Express for rights to the American Express trademarks used i n o ur brands, including failure to renew the license upon expiration, could adversely affect our business and results of operations. ► Any failure to maintain or enhance the reputation of our brands, including the licensed American Express brands, could advers ely affect our business and results of operations. ► Our commitments under, and limitations imposed by, the trademark license agreement with American Express for rights to the Am eri can Express trademarks used in our brands, could adversely affect our business and result of operations. ► Any termination of, or failure to renew, the agreement with American Express related to joint negotiations with travel suppli ers for travel supplier content for both us and American Express’ Travel and Lifestyle Services division, could adversely affect our business and results of operations. ► If we fail to develop new and innovative technologies or enhance our existing technologies and grow our systems and infrastru ctu re in response to changing client demands and rapid technological change, our business may suffer. ► We rely on information technology to operate our business. System interruptions, defects and slowdowns, including with respec t t o information technology provided by third parties, may cause us to lose travelers or business opportunities or to incur liabilities. ► Our use of “open source” software could adversely affect our ability to protect our proprietary software and subject us to po ssi ble litigation. ► Our processing, storage, use and disclosure of personal data, including of travelers and our employees, exposes us to risks s tem ming from possible failure to comply with governmental law and regulation and other legal obligations.



Summary Risk Factors (Cont’d) 52 ► Cybersecurity attacks or security breaches could adversely affect our ability to operate, could result in personal informatio n a nd our proprietary information being lost, stolen, made inaccessible, improperly disclosed or misappropriated and may cause us to be held liable or subject to regulatory penalties and sanctions and to litigation (inc lud ing class action litigation), which could have a material adverse effect on our reputation and business. ► Third parties may claim that the operation of our business infringes on their intellectual proprietary rights. These claims c oul d be costly to defend, result in injunctions and significant damage awards and limit our ability to use key technologies in the future (or require us to implement workarounds), which may cause us to incur significa nt costs, prevent us from commercializing our products and services or otherwise have a material adverse effect on our business. ► Our failure to adequately protect our intellectual property may negatively impact our ability to compete effectively against com petitors in our industry. Risks Relating to Regulatory, Tax and Litigation Matters ► We are subject to taxes in many jurisdictions globally. ► We may be subject to foreign investment and exchange risks. ► Increases in interest rates would increase the cost of servicing our debt and could reduce our profitability and limit our ca sh available to fund our growth strategy. ► Our business is subject to regulation in the U.S. and the other jurisdictions in which we operate, and any failure to comply wit h such regulations or any changes in such regulations could adversely affect us. ► We are subject to anti - corruption, anti - money laundering, and economic sanctions laws and regulations in the jurisdictions in wh ich we operate, including the U.S. Foreign Corrupt Practices Act and regulations administered and enforced by the U.S. Treasury Department’s Office of Foreign Assets Control. Failure to comply with these la ws and regulations could negatively impact our business, results of operations and financial condition. ► Our reported results of operations may be adversely affected by changes in accounting principles generally accepted in the U. S. ► We are, and from time to time we may be, involved in legal proceedings and may experience unfavorable outcomes, which could a ffe ct our business and results of operations. Risk Related to our Organization and Structure ► We conduct certain of our operations through joint ventures where we are generally the majority owner, but in some cases, we hav e only a minority interest. Disagreements with our partners could adversely affect our interest in the joint ventures. ► The interests of the existing shareholders of GBT who will continue to hold equity in PubCo may not always coincide with our interests or the interests of our other stockholders, and may result in conflicts of interes t. ► Following the consummation of the Business Combination, PubCo will become a holding company, our principal asset will be an equity interest in GBT, and PubCo’s ability to pay taxes and expenses will depend on distributions made by its subsidiaries and may be otherwise limited by our structure and the terms of our existing and future in debtedness. ► In certain circumstances, GBT will be required to make distributions to PubCo and the existing shareholders of GBT and the distributions that GBT will be required to make may be substantial. Risks Related to the Business Combination and Ownership of PubCo Stock ► A market for PubCo’s securities may not be available on a consistent basis, which would adversely affect the liquidity and price of PubCo’s securities. ► The market price of the PubCo's common stock may be volatile and fluctuate substantially, which could cause the value of your investment to decline. ► The PubCo will incur significant increased costs as a result of being a public company, and our management will be required to devote s ub stantial time to new compliance initiatives. ► There can be no assurance that the common stock issued in connection with the Transaction will be approved for listing on the NY SE or that we will be able to comply with the continued listing standards for NYSE, which could limit investors’ ability to make transactions in PubCo’s securities and subject PubCo to additional trading restrictions.



Summary Risk Factors (Cont’d) 53 ► Our stockholders may be diluted by the future issuance of common stock, preferred stock or securities convertible or exchange abl e into common or preferred stock, in connection with our incentive plans, acquisitions, capital raises or otherwise. ► Substantial future sales and future resales of PubCo’s outstanding shares may cause the market price of its securities to drop significantly, even if its business is doing well. ► PubCo’s ability to successfully operate the business after the Transaction will be largely dependent upon the efforts of certain key pe rsonnel, including the key personnel of GBT whom the SPAC expects to stay with PubCo following the Transaction. The loss of such key personnel could negatively impact the operations and profitability of the pos t - combination business. ► Activities taken by existing SPAC stockholders to increase the likelihood of approval of the Transaction could influence the vot e on the Transaction, reduce the "public float" of the SPAC’s common stock and ultimately impact the market price of PubCo’s securities. ► GBT will be subject to business uncertainties and contractual restrictions while the Transaction is pending. ► Subsequent to the completion of the Transaction, PubCo may be required to take write - downs or write - offs, restructuring and impairment or other charges that could have a significant negative effect on PubCo’s financial condition, results of operations and PubCo’s stock price, which could cause you to lose some or all of your investment. ► If the Transaction’s benefits do not meet the expectations of investors or securities analysts, the market price of PubCo’s securities may decline. ► The Company’s quarterly operating results may fluctuate significantly following the Transaction. ► If securities analysts do not publish research or reports about our business or if they publish negative evaluations of PubCo's business, its stock price and trading volume could decline. ► The Company may be unable to obtain additional financing to fund its operations or growth. ► Recently, there have been changes to the accepted accounting for SPACs. For example, on April 12, 2021, the Staff of the SEC iss ued a statement related to warrants issued by SPACs, which resulted in the warrants issued by many SPACs being required to be classified as liabilities rather equity. The SPAC has accounted for its ou tst anding warrants as a warrant liability and the Company will be required to determine the value warrant liability quarterly, which could have a material impact on its financial position and operating results. Ch ang es in the accepted accounting related to SPACs may also result in the recognition of accounting errors in previously issued financial statements, restatements of previously issued audited financial statements, the filing of notices that previously issued financial statements may not be relied upon, and findings of material weaknesses and significant deficiencies in internal controls over financial reporting. In addition, such ch anges could delay or have a material adverse effect on the SPAC’s and GBT’s ability to consummate the Transaction.