Filed by Apollo Strategic Growth Capital

Pursuant to Rule 425 under the Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12 under the

Securities Exchange Act of 1934, as amended.

Subject Company: Apollo Strategic Growth Capital

File No.: 001-39576

Date: March 7, 2022

On March 7, 2022, GBT JerseyCo Limited (“GBT”) provided the following earnings presentation regarding its preliminary and unaudited financial results for the fourth quarter and the year ended December 31, 2021.

March 7, 2022 INVESTOR PRESENTATION

2 Legal Disclaimer © Morgan Stanley and/or certain of its affiliates. All rights reserved. 2 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. All statements other than statements of historical fact contained in this presentation, including market size and gr owt h opportunities, 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,” “targe ts,” “predicts,” “projects,” “should,” “could,” “would,” “may,” “will,” “continue,” “forecast” or other similar expressions. All forward - looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of GBT JerseyCo Limited (“Amex GBT”) and Apollo Strategic Growth Capital (“APSG”) as of the date of this presentation, and may include, without limitation, changes in general economic conditions as a result of COVID - 19, all of which are accordingly subject to change. Any such estimates, assumptions, expectations, forecasts, views or opinions set forth in this presentation should be regarded as indicative, preliminary and for illustrative purposes only and should no t b e relied upon as being necessarily indicative of future results. The forward - looking statements contained in this presentation are subject to a number of factors, risks and uncertainties, some of which are not currently known to APSG and A mex GBT. You should carefully consider the risks and uncertainties described in the “Risk Factors” section of APSG’s registration statement on Form S - 4 (file no. 333 - 261820), filed with the SEC on December 21, 2021 and amended on February 4, 2022 (as amended from time to time, the “Registration Statement”). The Registration Statement identifies and addresses other important risks and uncertainties that could cause actual events and results to differ materia lly from expected results contained in the forward - looking statements. Most of these factors are outside APSG’s and Amex GBT’s control and are difficult to predict. Factors that may cause such differences include, but are not limited to: (1) th e outcome of any legal proceedings that may be instituted against APSG or Amex GBT following the announcement of the transaction; (2) the inability to complete the proposed business combination between APSG and Amex GBT (the “Business Com bination”), including due to the inability to concurrently close the Business Combination and the PIPE or due to failure to obtain approval of the shareholders of APSG; (3) delays in obtaining, adverse conditions contained in, or t he inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Business Combination; (4) the risk that the Business Combination disrupts current plans and operations as a result of the announcement an d consummation of the Business Combination; (5) the inability to recognize the anticipated benefits of the Business Combination, 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 Business Combination; (7) changes in the applicable laws or regulations; (8) the possibility that th e c ombined company may be adversely affected by other economic, business, and/or competitive factors; (9) the impact of the global COVID - 19 pandemic; and (10) other risks and uncertainties described in the Registration Statement. APSG and Amex G BT caution that the foregoing list of factors is not exclusive and not to place undue reliance upon any forward - looking statements, which speak only as of the date made. Neither APSG nor Amex GBT undertakes or accepts any obligation to release publicly any updates or revisions to any other 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, except as requ ire d by law. The financial results presented in this presentation are preliminary and may change. This preliminary financial information h as been prepared by management, and Amex GBT’s independent accountants have not completed their audit or review of such financial information. There can be no assurance that Amex GBT’s actual results for the periods presented here in will not differ from the preliminary financial information presented herein and such changes could be material. This preliminary financial information should not be viewed as a substitute for full financial statements prepared in accorda nce with GAAP and is not necessarily indicative of the results to be achieved for any future periods. 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 approval relating to the Business Combination or otherwise in any jurisdiction, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdictions. Additional Information and Where to Find It In connection with the proposed Business Combination, APSG has filed with the SEC the Registration Statement, containing a pr eli minary prospectus and a preliminary proxy statement, and, after the Registration Statement is declared effective, APSG will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareh old ers. This presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Bu siness Combination. APSG’s shareholders and other interested persons are advised to read the Registration Statement, including the preliminary proxy statement/prospectus, and the amendments thereto, and, when available, the definit ive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials contain, or will contain, important information about Amex GBT, APSG and the proposed Business Combination . W hen available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of APSG as of a record date to be established for voting on the proposed Bus iness Combination. Such shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, when ava ilable, at the SEC’s website at www.sec.gov, or by directing a request to Apollo Strategic Growth Capital, 9 West 57th Street, 43rd Floor, New York, NY 10019, Attention: James Crossen, (212) 515 - 3200. Participants in the Solicitation APSG, Amex GBT and their respective directors and executive officers may be deemed to be participants in the solicitation of pro xies from the shareholders of APSG with respect to the Business Combination. Information regarding APSG’s and Amex GBT’s respective directors and executive officers is contained in the Registration Statement. Free copies of the Reg ist ration Statement may be obtained as described in the preceding paragraph. Legal Disclaimer

3 Legal Disclaimer © Morgan Stanley and/or certain of its affiliates. All rights reserved. 3 Use of Projections This presentation contains projected financial information with respect to Amex GBT. Such projected financial information con sti tutes forward - looking information and are presented as goals or an illustration of the results that could be generated given a set of hypothetical assumptions that may prove to be incorrect. Such projected financial information should no t be viewed as guidance and is not based on Amex GBT’s historical operating results and should not be relied upon as necessarily indicative of future results or Amex GBT’s actual economics. The assumptions and estimates underlying suc h f inancial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties, a number of which are beyond the control of either Amex GBT or APSG and subject to change, including the duration and ongoing impact of the COVID - 19 pandemic, that could cause actual results to differ materially from those contained in the prospective financial information. Actual results may differ mat erially from the results contemplated by the financial forecast information contained in this presentation, and the inclusion of such information in this presentation should not be regarded as a representation by any person that the results ref lected in such forecasts will be achieved. Neither Amex GBT’s nor APSG’s independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this pre sen tation, and accordingly, neither of them expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Moreover, Amex GBT operates in a very competitive and rapidly changing environm ent , 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 Amex GBT’s business or the extent to which any factor, or combination of factors, may cause Amex GBT’s actual resu lts , performance or financial condition to be materially different from the expectations of future results, performance of financial condition. In addition, the analyses of Amex GBT and APSG contained herein are not, and do not purpo rt to be, appraisals of the securities, assets or business of Amex GBT, APSG 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 customers 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 Amex GBT, APSG or the third party can guarantee the accuracy of such information. You are cautioned not to give undue weight on such estimates. Ame x G BT and APSG have not independently 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 Some of the financial information and data contained in this Presentation, such as Adjusted EBITDA, have not been prepared in ac cordance with United States generally accepted accounting principles (“GAAP”). Please refer to slide 16 of this presentation for additional details. Amex GBT and APSG believe these non - GAAP measures of financial results provide useful infor mation to management and investors regarding certain financial and business trends relating to Amex GBT’s financial condition and results of operations. Amex GBT’s management uses these non - GAAP measures for trend analyses, for purpos es of determining management incentive compensation and for budgeting and planning purposes. Amex GBT and APSG believe that the use of these non - GAAP financial measures provides an additional tool for investors to use in evalu ating projected operating results and trends and in comparing Amex GBT’s financial measures with other similar companies, many of which present similar non - GAAP financial measures to investors. These non - GAAP financial measures sho uld 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 Amex GBT’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expens e a nd income and cash 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 reconci liations to the most directly comparable GAAP measure are provided on pages 17 - 18 of this presentation. Trademarks, Service Marks and Trade Names Amex GBT or APSG own or have rights to various trademarks, service marks and trade names that they use in connection with the op eration 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, s erv ice marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with Amex GBT or APSG, or an endorsement or sponsorship by or of Amex GBT or APSG. Solely for convenience, the trademarks, service ma rks and trade 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 Amex GBT or APSG will not assert, to the fullest extent under app licable law, their rights or the right of the applicable licensor to these trademarks, service marks and trade names. Legal Disclaimer

4 Today’s Presenters MARTINE GEROW Chief Financial Officer PAUL ABBOTT Chief Executive Officer

5 2021 Highlights ► Delivered $3.7B new wins value 6 , which represents 10% of 2019 pro forma TTV 6 , 95% customer retention rate 7 , 92% customer satisfaction score 7 and major new customer wins ► Significantly increased value, choice and experiences for customers with acquisitions of Ovation Travel Group and Egencia ► Accelerated technology investments and launched new, innovative travel and expense software solutions ► Completed acquisition of Egencia, the leading B2B 5 travel software platform, from Expedia; on track to achieve $109M in total Egencia synergies and expect to deliver $25M synergies in 2022 ► Acquisitions of Egencia and Ovation Travel Group doubled SME footprint to represent approximately 45% of revenue, based on 2019 ► Positioned for continued SME growth with 2021 new wins value 6 that represents 14% of 2019 pro forma TTV 6 for the SME customer segment ► Corporate travel transaction recovery in the last week of February 2022 reached 51% of 2019 levels, a 23pt improvement versus mid - January, when travel was negatively impacted by the Omicron variant ► TTV 3 in the last week of February 2022 reached 45% of 2019 levels, which compares to a projected 49% for the full year 2022 previously disclosed in the Registration Statement 2 ► Driven by 119% year - over - year growth in Q4 revenue, despite the impact of the Omicron variant in December, and efficiencies from structural cost reduction actions ► FY pro forma revenue, net loss and Adjusted EBITDA totaled $889M, ($700M) and ($520M), respectively. Pro forma revenue and Adjusted EBITDA exceeded forecast in Registration Statement by $61M and $37M , respectively 1,2 1 2021 financial results are preliminary and unaudited. 2 .Apollo Strategic Growth Capital filed the registration statement on Form S - 4 (file no. 333 - 261820) with the SEC on December 21, 2021 as amended on February 4, 2022 (as amended from time to time, the “Registration Statement”). 3 Total Transaction Value (“TTV”) refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and c rui se bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds. 4 “SME” represents Small & Medium Enterprises, which Amex GBT generally defines as having an expected annual spend on air travel of l ess than $20 million. This criterion can vary by country and client needs. “GMN” represents Global & Multinational Enterprises. 5 Business - to - business (“B2B”). 6 Expected annual average TTV over the contract term from new client wins based on 2019 spend; includes Egencia for the full ye ar. 7 Excludes Egencia and Ovation. Strengthened Customer Value Egencia Synergies & Accelerated SME 4 Growth Financial Results Well Above Forecast 1,2 Corporate Travel Recovery Accelerating

6 2021 Highlights: Financial Results Well Above Forecast 1 (FY) Year Ended Dec. 31, 2021 ($M; 2021 amounts are preliminary and unaudited) Pro Forma Results (incl. full year of Egencia) Registration Statement Forecast 1 Variance Total Transaction Value (TTV) 2 $7,969 $7,600 + $369 Revenue $889 $828 + $61 Adjusted EBITDA ($520) ($557) + $37 1 Apollo Strategic Growth Capital filed the registration statement on Form S - 4 (file no. 333 - 261820) with the SEC on December 21, 2021 as amended on February 4, 2022 (as amended from time to time, the “Registration Statement”). 2 Total Transaction Value (TTV) refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and cru ise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds. ✓ ✓ ✓ The following table presents full year 2021 financial results pro forma to include Egencia for the full year. These pro forma re sults are directly comparable to the forecast provided in the Registration Statement 1 filed with the SEC by Apollo Strategic Growth Capital.

7 2021 Highlights: Financial Results (Q4) ($M; 2021 amounts are preliminary and unaudited) Q4 2021 Q4 2020 B/(W) % Commentary Total Transaction Value (TTV) 1 $2,763 $470 488% Driven by recovery in travel from the COVID - 19 pandemic. Transactions Growth (Decline) 2 348% (87%) Total Revenue $287 $131 119% Travel Revenue $186 $54 244% Driven by recovery in travel from the COVID - 19 pandemic, partially offset by lower yield. Product & Professional Services Revenue $101 $77 31% Primarily driven by increased management fees, product revenue and meetings and events revenue as COVID - 19 restrictions were relaxed. Net loss ($199) ($261) NM Adjusted EBITDA ($101) ($138) NM Driven by revenue growth partially offset by increased cost of revenue to support the rise in the volume of transactions, higher general and administrative costs, increased technology and content investments and higher sales and marketing investments. 1 Total Transaction Value (TTV) refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and cru ise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds. 2 Transaction Growth (Decline) represents year - over - year growth or decline as a percentage of the total number of transactions, in cluding air, hotel, car rental, rail or other travel - related transactions, recorded at the time of booking and is calculated on a gross basis to include cancellations, refunds and exchanges. To calculate year - over - year growth or decline, Amex GBT compares the total number of transactions in the comparative previous period/year to the total number of transactions in the current period/year in per cen tage terms. Egencia was acquired on November 1, 2021. The following 2021 financial results include approximately two months of Egencia.

8 2021 Highlights: Financial Results (FY) ($M; 2021 amounts are preliminary and unaudited) FY 2021 FY 2020 B/(W) % Commentary Total Transaction Value (TTV) 1 $6,799 $5,941 14% Driven by stronger recovery in travel in the second half of 2021, partially offset by travel restrictions and the adverse impact of the COVID - 19 pandemic. Transactions Growth (Decline) 2 6% (71%) Total Revenue $763 $793 (4%) Travel Revenue $446 $468 (5%) Due to lower yield, partially offset by Transaction Growth driven by stronger travel volumes as the travel industry strengthened in the second half of 2021. Product & Professional Services Revenue $317 $325 (2%) Due to a decline in Management Fees and Meetings & Events revenue in the first half of the year related to the onset of travel restrictions in March of 2020, partially offset by an increase in revenue in the second half of the year driven by the recovery in travel. Net loss ($474) ($619) NM Adjusted EBITDA ($340) ($363) NM Driven by lower cost of revenues and lower technology and content expenses from cost savings initiatives implemented in 2020, partially offset by the decline in revenue and higher general and administrative costs. 1 Total Transaction Value (TTV) refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and cru ise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds. 2 Transaction Growth (Decline) represents year - over - year growth or decline as a percentage of the total number of transactions, in cluding air, hotel, car rental, rail or other travel - related transactions, recorded at the time of booking and is calculated on a gross basis to include cancellations, refunds and exchanges. To calculate year - over - year growth or decline, Amex GBT compares the total number of transactions in the comparative previous period/year to the total number of transactions in the current period/year in per cen tage terms. Egencia was acquired on November 1, 2021. The following 2021 financial results include approximately two months of Egencia.

9 0% 10% 20% 30% 40% 50% 60% 2021 Highlights: Corporate Travel Recovery Continuing Monthly Gross Transaction 1 Recovery vs. 2019 1 Gross Transactions represents the total number of transactions, including air, hotel, car rental, rail or other travel - related t ransactions, recorded at the time of booking, on a gross basis to include cancellations, refunds and exchanges. Alpha variant 4 months volume uncertainty Delta variant 2 months volume uncertainty 6 weeks volume uncertainty Omicron variant Feb - 22 exit rate ~51 %; +23pt volume recovery in 6 weeks

10 2021 Highlights: Corporate Travel Recovery Accelerating “… it’s [a] stark contrast to where we were a year ago. We now have the tools to protect ourselves, our communities, our schools, and our businesses — the vaccines, the boosters, the tests, the masks, the treatment — that makes this response so different and our situation in our country so different than it was a year ago.” – Jeffrey Zients, White House Coronavirus Response Coordinator January 2022 “ Australia will reopen to all fully vaccinated visa holders, welcoming the return of tourists, business travelers, and other visitors from 21 February… Australia’s health system has demonstrated its resilience throughout the COVID - 19 pandemic, including though the recent Omicron wave... the National Security Committee of Cabinet today agreed Australia is ready to further progress the staged reopening of our international border.” – Minister for Home Affairs February 2022 “ Lift or ease international traffic bans as they do not provide added value and continue to contribute to the economic and social stress experienced by States Parties. The failure of travel restrictions introduced after the detection and reporting of Omicron variant to limit international spread of Omicron demonstrates the ineffectiveness of such measures over time.” – International Health Regulations Emergency Committee, WHO January 2022 “ Major changes to the UK’s coronavirus (COVID - 19) travel rules have come into force today (4am, 11 February 2022). This will make international journeys cheaper and easier for passengers ahead of the half term… The relaxation in requirements is thanks to the success of the UK’s vaccine and booster rollout. It means that eligible fully vaccinated travellers arriving in the UK no longer need to take any COVID - 19 tests – resulting in the UK having one of the most free - flowing borders and open societies in Europe.” – Minister for Home Affairs February 2022 February 2022 “The [US] Social Security Administration is aiming to reopen its customer service offices at the end of March… Ford says its campuses will welcome additional corporate team members back on - site in April… Wells Fargo has announced a flexible hybrid model starting March 14, with most employees coming in three days a week.” – Andrea Hsu, NPR “ Banking group HSBC said its staff started returning to the office on Thursday, while Standard Chartered has asked employees to come in from Monday… Citigroup and Goldman Sachs also plan to resume office working…. Havas, a French advertising agency with 11,500 staff worldwide, told the BBC it would "fully reopen" its London office from Monday after more than a month of employees working from home.” - Daniel Thomas, BBC News January 2022 February 2022 “ BNY Mellon , which has nearly 50000 employees worldwide, told its staff that their return - to - office date would be March 7.” – The New York Times “ Microsoft announced Monday it’s reopening its Washing state and California Bay Area offices this month as COVID - 19 cases continue to ease. Starting Feb. 28, the select offices will be open to employees, visitors and guests.” – Jessica Bursztnysky, CNBC February 2022 March 2022 “ Companies seize on March as a moment to reopen the office with Omicron cases falling, Citi , American Express , Cisco Systems and others say they spot a window to bring workers back together.” – The Wall Street Journal

11 Positioned for Continued SME Growth Acquisitions Double Amex GBT’s SME Footprint Leading B2B travel software platform …With Solid Progress to Date ► GBT Preferred Extras live in Egencia platform ► 13 office moves completed, 50% of target real estate synergies ► On track to achieve $25M expected synergies in 2022 On Track to Achieve $109M in Egencia Synergies SME is the Largest, Fastest Growing Segment Expect $109M Total Synergies… ► $75M revenue synergies driven by content benefits ► $35M cost synergies, primarily from real estate consolidation SME now represents 45% of revenue 1 2021 Highlights: Egencia Synergies & Accelerated SME Growth 1 Based on 2019 pro forma including Egencia for the full year. 2 Source: GBTA, JP Morgan T&E Benchmark, ARC, Phocuswright, Airlines for America, European Business Travel Barometer survey, iR ese arch China. Segment sizes are estimated. 3 Per Company gross transactions data. 4 Expected annual average value over the contract term from new client wins based on 2019 spend; includes Egencia. ► Total SME Opportunity of $945B 2 ► SME recovery is outpacing GMN by 5 - 10pts 3 ► US SME contribution margin is 25 - 30% higher than Amex GBT total 1 ► Revenue mix shift to SME delivers higher incremental EBITDA margin 14% 2021 New Wins Value 3 represents of 2019 pro forma TTV 1 for the SME customer segment High touch service offering

12 2021 Highlights: Strengthened Customer Value Significantly Strengthened Value, Choice & Experience 1 Expected annual average value over the contract term from new client wins based on 2019 spend; includes Egencia. 2 Pro forma including Egencia for the full year. 3 Amex GBT only (does not include Egencia and Ovation). Accelerated Investment in Digital & E - Commerce Solutions Investments Strengthened Customer Value Proposition Strengthened mobile & chat capabilities: ► Tripled number of digital interactions in 2021 ► Integrated WhatsApp & Google Chat Enhanced sustainability features Increased content, including NDC Expanded Neo (proprietary travel & expense software platform) ► Introduced 500+ new features ► Available in 90+ countries ► Over 20% YOY growth in Amex GBT’s Neo transactions ► Launched Neo1 in the US Expanded leadership position in 2021: ► $3.7B New Wins Value 1 (10% of FY’19 pro forma TTV 2 ) ► 95% Customer Retention Rate 3 ► 92% Customer Satisfaction 3 FY 2021 key wins include: ► Hewlett Packard Enterprise ► Standard Chartered ► Palo Alto Networks 2022 YTD key wins: ► Raytheon Technologies ► Ferrero Group The leading solutions for each of the segments we serve:

13 2021: A Year of Milestones and Increasing Momentum ► Financial Results Well Above Forecast ► Corporate Travel Recovery Continuing ► Egencia Synergies & Accelerated SME Growth ► Strengthened Customer Value Entering 2022 well positioned, with multiple avenues to drive topline growth, increase margins and create value for customers and shareholders

SECTION 5 Thank You

SECTION 6 Supplemental Materials

16 Non - GAAP Financial Measures We report our financial results in accordance with GAAP. Our non - GAAP financial measures are provided in addition to, and should not be considered as an alternative to, other performance or liquidity measure derived in accordance with GAAP. Non - GAAP financial measures have limitations as analytical tools, and you should not consider them either in isolation or as a substitute for analyzing our results as reported under GAAP. In addition, because not all companies use identical calculations, the presentations of our non - GAAP financial measures may not be comparable to other similarly titled mea sures of other companies and can differ significantly from company to company. Management believes that these non - GAAP financial measures provide users of our financial information with useful supplemental i nformation that enables a better comparison of our performance or liquidity across periods. In addition, we use certain of these non - GAAP financial measures as performance measures as they are important metrics used by management to evaluat e and understand the underlying operations and business trends, forecast future results and determine future capital investment locations. We use two of our non - GAAP financial measures as indicators of our ability to generate cash to meet our liquidity needs and to assist our management in evaluating our financial flexibility, capital structure and leverage. These non - GAAP financial measures supplement comparable GAAP measures in the evaluation of the effectiveness of our bu siness strategies, to make budgeting decisions, and/or to compare our performance and liquidity against that of other peer companies using similar measures. We define Adjusted EBITDA as net loss before interest income, interest expense, benefit from (provision for) income taxes and de preciation and amortization excluding costs that management believes are non - core to the underlying business of the Company, consisting of restructuring costs, integration costs, costs related to mergers and acquisitions, separation cost s, non - cash equity - based compensation, certain corporate costs, foreign currency gains (losses), non - service components of net periodic pension benefit (costs) and gains (losses) on disposal of businesses. Adjusted EBITDA is a supplemental non - GAAP financial measure of operating performance that does not represent and should not be considered as an alternative to net (loss) income or total operating expenses, as determined under GAAP. In addition, this measure may not be comparable to similarly titled measures used by other companies. This non - GAAP measure has lim itations as an analytical tool, and this measure should not be considered in isolation or as a substitute for analysis of the Company’s results or expenses as reported under GAAP. Some of these limitations are that this measure does no t r eflect: • changes in, or cash requirements for, our working capital needs or contractual commitments; • our interest expense, or the cash requirements to service interest or principal payments on our indebtedness; • our tax expense, or the cash requirements to pay our taxes; recurring, non - cash expenses of depreciation and amortization of pro perty and equipment and definite - lived intangible assets and, although these are non - cash expenses, the assets being depreciated and amortized may have to be replaced in the future; • the non - cash expense of stock - based compensation, which has been, and will continue to be for the foreseeable future, an importa nt part of how we attract and retain our employees and a significant recurring expense in our business; • restructuring, mergers and acquisition and integration costs, all of which are intrinsic of our acquisitive business model; a nd • impact on earnings or changes resulting from matters that we consider not to be indicative of our future operations. Adjusted EBITDA should not be considered as a measure of liquidity or as a measure determining discretionary cash available t o u s to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We believe that the adjustments applied in presenting Adjusted EBITDA is appropriate to provide additional infor mat ion to investors about certain material non - cash and other items that management believes are non - core to the underlying business of the Company. We use this measure as a performance measure as it is an important metric used by management to evaluate and understand the u nde rlying operations and business trends, forecast future results and determine future capital investment allocations. This non - GAAP measure supplements comparable GAAP measures in the evaluation of the effectiveness of our business s trategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We also believe that Adjusted EBITDA is helpful supplemental measures to assist potential i nve stors and analysts in evaluating our operating results across reporting periods on a consistent basis. Pro Forma Financial Information This presentation includes certain pro forma financial information. The pro forma adjustments assume that the Company acquire d E gencia as of January 1, 2021. The pro forma financial information is unaudited and is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if th e r elevant transactions had been consummated on the date indicated, nor is it indicative of future operating results. The pro forma financial information presented is calculated in a manner similar to the pro forma financial statements prepared in acc ord ance with Regulation S - X under the Securities Act of 1933.

17 Tabular Reconciliations for Non - GAAP Measures Reconciliation of net loss income to EBITDA and Adjusted EBITDA a) Represents severance and related expenses due to restructuring activities and impairment of operating lease right - of - use assets for closure of offices. For the year ended December 31, 2020, these charges include mitigating actions taken by us in response to adverse business impact resulting from travel restrictions due to the COVID - 19 pandemic. b) Represents expenses related to the integration of businesses acquired. c) Represents expenses related to business acquisitions, including potential business acquisitions, and includes pre - acquisition du e diligence and related activities costs. d) Represents non - cash equity - based compensation expense related to the management incentive plan. e) Includes: (i) executive long - term incentive plan expense of $11 million and $2 million for the three months ended December 31, 2021 and 20 20, respectively, and $15 million and $2 million for the years ended December 31, 2021 and 2020, respectively, (ii) litigation costs of $2 million and $2 million for the three months ended December 31, 2021 and 2020, respectively, and $6 million and $6 million for the years ended December 31, 2021 and 2020, respectively, (iii) unrealized gains (losses) of $2 million and $9 million for the three months ended December 31, 2021 and 2020, respectively an d $ 1 million and $12 million for the years ended December 31, 2021 and 2020, respectively, (iv) non - service component of our net periodic pension benefit (cost) related to our defined benefit pension plans of $3 million and $(2) mill ion for the three months ended December 31, 2021 and 2020, respectively, and $9 million and $2 million for the years ended December 31, 2021 and 2020, respectively and (v) loss on disposal of business of $1 million for the three months and full year ended December 31, 2021.

18 Tabular Reconciliations for Non - GAAP Measures Reconciliation of pro forma TTV, pro forma revenue, pro forma net loss and pro forma Adjusted EBITDA a) Represents severance and related expenses due to restructuring activities and impairment of operating lease right - of - use assets for closure of offices. For the year ended December 31, 2020, these charges include mitigating actions taken by us in response to adverse business impact resulting from travel restrictions due to the COVID - 19 pandemic. b) Represents expenses related to the integration of businesses acquired. c) Represents expenses related to business acquisitions, including potential business acquisitions, and includes pre - acquisition du e diligence and related activities costs. d) Represents non - cash equity - based compensation expense related to the management incentive plan. e) Includes: (i) executive long - term incentive plan expense of $11 million and $2 million for the three months ended December 31, 2021 and 20 20, respectively, and $15 million and $2 million for the years ended December 31, 2021 and 2020, respectively, (ii) litigation costs of $2 million and $2 million for the three months ended December 31, 2021 and 2020, respectively, and $6 million and $6 million for the years ended December 31, 2021 and 2020, respectively, (iii) unrealized gains (losses) of $2 million and $9 million for the three months ended December 31, 2021 and 2020, respectively an d $ 1 million and $12 million for the years ended December 31, 2021 and 2020, respectively, (iv) non - service component of our net periodic pension benefit (cost) related to our defined benefit pension plans of $3 million and $(2) mill ion for the three months ended December 31, 2021 and 2020, respectively, and $9 million and $2 million for the years ended December 31, 2021 and 2020, respectively and (v) loss on disposal of business of $1 million for the three months and full year ended December 31, 2021.