SECURITIESTable ANDof EXCHANGE COMMISSION Contents

FormTable 6-Kof Contents

TRINTECHTable GROUPof PLC By: /s/ Joseph Seery Joseph Seery Vice President Finance, GroupContents

4Table of Contents

TrintechTable Group Plc sets EGM date of 29 November 2010 to Contents

TrintechTable •of Cypresbaan 9 • 2908 LT Capelle a/d Ijssel, The Netherlands • Tel +31 (0) 10 8507 474 Contents

6Table of Contents

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~6-K~~D.C. 20549

~~Report~~FORM ~~of Foreign~~6-K ~~Private Issuer~~

~~Pursuant~~Report toof Foreign ~~Rule~~Private ~~13a-16~~Issuer ~~or 15d-16 of~~

~~the~~Pursuant ~~Securities~~to ~~Exchange~~Rule ~~Act~~13a-16 ofor ~~1934~~15d-16 of

~~For~~ the ~~month~~Securities ofExchange ~~November,~~Act ~~2010~~of 1934

~~Commission~~For ~~File~~the ~~Number:~~month ~~0-30320~~ of November, 2010

~~TRINTECH~~Commission ~~GROUP~~File ~~PLC~~Number: 0-30320

~~(Translation~~TRINTECH ofGROUP ~~registrant’s~~PLC ~~name into English)~~

~~Trintech~~(Translation ~~Group PLC~~of registrant’s name into English)

~~Block~~Trintech C,Group PLC ~~Central Park~~

~~Leopardstown~~Block C, Central Park

~~Dublin~~Leopardstown ~~18, Ireland~~

~~(Address~~Dublin of18, ~~principal~~Ireland ~~executive offices)~~

~~Company contact~~(Address ~~is:~~of principal executive offices)

~~Joseph~~Company ~~Seery~~contact is:

~~Block~~Joseph C,Seery ~~Central Park~~

~~Leopardstown~~Block C, Central Park

~~Dublin~~Leopardstown ~~18, Ireland~~

~~Tel:~~Dublin ~~+353~~18, 1Ireland ~~293 9840~~

~~Fax~~Tel: +353 1 293 ~~9841~~9840

~~Email~~Fax: ~~joseph.seery@trintech.com~~+353 1 293 9841

~~Indicate~~Email: ~~by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F~~joseph.seery@trintech.com

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F x or Form 40-F ¨ .

~~Indicate by check mark if the registrant is submitting the~~ Form 620-~~K in paper as permitted by Regulation S-T~~F X Form ~~Rule 101(b)(1):~~40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(71):

~~Trintech~~Indicate ~~Group~~by ~~PLC~~check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

~~On November 2, 2010,~~ Trintech Group PLC ~~announced that it had confirmed that the dates for an Extraordinary General Meeting of the company and a~~ High Court convened meeting of the company to consider a proposed acquisition of Trintech by Cerasus II Limited have now been set. A copy of the press release relating to such announcement is attached hereto as Exhibit 99.10 and incorporated herein by this reference.

2Form 6-K

~~SIGNATURES~~On November 5, 2010, Trintech Group PLC posted a circular to its shareholders which recommended the acquisition for cash of the Company by Cerasus II Limited by means of a scheme of arrangement under Section 201 of the Companies Act 1963 of Ireland.

~~Pursuant~~Shareholders toand ~~the~~ADS ~~requirements~~holders ofwill receive the ~~Securities~~circular, ~~Exchange~~which ~~Act~~is ofincluded ~~1934,~~as ~~the~~exhibit ~~registrant~~99.11 ~~has~~attached ~~duly~~hereto ~~caused~~and incorporated herein by this ~~Report~~reference, relating to ~~be signed~~the onscheme ~~its~~of ~~behalf~~arrangement byand containing notice of the ~~undersigned,~~Court ~~thereunto~~Meeting ~~duly~~and ~~authorized~~Extraordinary General Meeting.

~~Dated: November 4, 2010~~ SIGNATURES

3Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

~~EXHIBIT~~TRINTECH ~~INDEX~~GROUP PLC By: /s/ Joseph Seery Joseph Seery Vice President Finance, Group

Exhibit No.		Description
99.10		Press Release issued by Trintech Group Plc, dated November 2, 2010

Dated: November 5, 2010

~~Exhibit~~EXHIBIT ~~99.10~~INDEX

Statement by Trintech Group Plc


Exhibit No.		Description

99.11		Circular recommending the acquisition for cash of Trintech Group PLC by Cerasus II Limited by means of a scheme of arrangement, dated November 2, 2010

~~consider~~Exhibit ~~proposed~~99.11 ~~Acquisition~~

~~Tuesday~~THIS ~~2 November~~DOCUMENT ~~2010~~IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. ~~Trintech~~If ~~Group~~you ~~Plc~~are ~~(NASDAQ:~~in ~~TTPA)~~any doubt about the action you should take, ayou ~~leading~~are ~~global~~recommended ~~provider~~to ofimmediately ~~integrated~~seek your own personal financial ~~governance~~advice from your stockbroker, ~~risk~~bank ~~management~~manager, ~~and~~solicitor, ~~compliance~~accountant ~~(GRC)~~or ~~software~~other ~~solutions~~independent professional financial advisor who, ~~has~~if ~~confirmed that~~you ~~the~~are ~~dates~~taking ~~for~~advice anin ~~EGM~~Ireland, ofis ~~the~~authorised ~~company~~or ~~and~~exempted aunder ~~High~~the ~~Court~~Investment ~~convened~~Intermediaries ~~meeting~~Act 1995 of ~~the~~Ireland ~~company~~or tothe ~~consider~~European Communities a(Markets ~~proposed~~in ~~acquisition~~Financial ofInstruments) ~~Trintech~~Regulations by(Nos. ~~Cerasus~~1-3) II2007 ~~Limited~~of ~~have~~Ireland ~~now~~(as ~~been set~~amended).

~~The~~If ~~EGM~~you ~~will~~have ~~take~~sold ~~place~~or atotherwise ~~Bewley’s~~transferred all ~~Hotel,~~of ~~Central~~your ~~Park,~~Trintech ~~Leopardstown,~~ADSs ~~Dublin~~and/or ~~18,~~Trintech ~~Ireland~~Shares onplease ~~29 November~~send ~~2010~~this atdocument ~~11:30~~and ~~hrs~~the ~~(Irish~~accompanying ~~Standard~~documents ~~Time).~~at ~~The~~once ~~Extraordinary~~to ~~General~~the ~~Meeting~~purchaser isor ~~being~~transferee, ~~held~~ or to ~~seek~~the ~~shareholder~~stockbroker, ~~approval~~bank or other agent through whom the sale or transfer was effected, for transmission to the ~~proposed~~purchaser ~~acquisition~~or transferee. ItIf isyou ~~proposed~~have ~~that~~sold or otherwise transferred some of your Trintech ~~will~~ADSs ~~reduce~~and/or ~~the~~Trintech ~~issued~~Shares ~~share~~you ~~capital~~should ofimmediately consult the ~~company~~stockbroker, bybank ~~cancelling~~or other agent through whom the ~~existing~~sale ~~shares~~or ~~and~~transfer ~~will~~was effected. ~~then~~Such ~~issue~~documents anshould, ~~equal~~however, ~~number~~not ofbe ~~new~~distributed, ~~shares~~forwarded toor ~~the~~transmitted ~~acquirer~~in ~~and/~~or ~~its~~ ~~nominees~~into or from any Restricted Jurisdiction.

InThis document ~~addition~~should be read as a whole. Your attention is drawn to the ~~EGM~~letter from Cyril P. McGuire, Chairman of the ~~plans~~Board ~~for~~and ~~the~~Chief ~~proposed~~Executive ~~scheme~~Officer of ~~arrangement~~Trintech, ~~will~~in ~~require~~Part aI ~~High~~(Letter ~~Court~~of ~~convened~~Recommendation ~~meeting~~from the Board of ~~shareholders~~ ~~which~~Trintech) ~~will~~of ~~also~~this ~~take~~document, ~~place~~which contains ona ~~29 November~~unanimous ~~2010~~recommendation atfrom the ~~same~~Board ~~address~~of atTrintech ~~11:00~~that ~~hrs~~you ~~(Irish~~vote ~~Standard~~in ~~Time).~~favour ~~The~~of ~~High~~the ~~Court~~resolutions ~~convened~~to ~~meeting~~be isproposed ~~required~~at ~~because~~ the ~~proposed~~Court ~~acquisition~~Meeting isand ~~being~~the ~~effected~~EGM. byA ~~means~~statement ofexplaining athe ~~scheme~~Scheme ~~of arrangement~~appears ~~under~~in ~~the~~Part ~~Irish~~III ~~Companies~~(Explanatory ~~Acts~~Statement) of this document.

~~Shareholders~~Notices convening the Court Meeting and ~~ADS~~the ~~holders~~EGM, both of which will ~~receive~~be ~~explanatory~~held ~~documentation~~at ~~relating~~Bewley’s toHotel, ~~the~~Central ~~scheme~~Park, ofLeopardstown, ~~arrangement~~Dublin 18, ~~together~~Ireland ~~with~~on ~~notice~~29 November 2010, are set out in Part X (Notice of Court Meeting) and Part XI (Notice of Extraordinary General Meeting of Trintech Group Public Limited Company), respectively, of this document. The Court Meeting will start at 11.00 a.m. (Irish Standard Time) and the ~~meetings~~EGM will start at 11.30 a.m. (Irish Standard Time) (or, inif ~~due~~earlier ~~course~~or later, as soon thereafter as the Court Meeting, convened for the same date and place, has concluded or been adjourned).

~~Any~~Record ~~enquiries~~Date ~~relating~~for Trintech Shareholders. Holders of record of Trintech Shares on 2 November 2010, whose names are registered in the Register of Members of the Company will receive notice of the Court Meeting and EGM and any adjournments thereof; however, holders of Scheme Shares as of the Voting Record Time will be entitled to ~~this~~attend ~~press~~and ~~release~~vote ~~should~~at the Court Meeting and holders of Trintech Shares as of the Voting Record Time will be ~~directed~~entitled to attend and vote at the EGM in respect of the number of Trintech Shares registered in their name at such time. During each week up to 25 November 2010, the Registrar and the Company’s ~~financial~~will ~~advisor~~review ~~at:~~the Register of Members of the Company and will mail to any new Trintech Shareholders a copy of this document together with the Forms of Proxy.

~~William~~Record ~~Blair &~~Date ~~Company~~for Trintech ADS holders. The Depositary has fixed 2 November 2010 as the record date for the determination of Trintech ADS holders entitled to receive notice of the Court Meeting and EGM or any adjournment or postponement thereof.

~~222~~This ~~West~~document ~~Adams~~uses ~~Street,~~a ~~Chicago~~number of defined terms, ~~Illinois~~each ~~60606~~of which is defined in Part IX (Definitions) of this document.

~~DDaul@williamblair~~This document is dated 2 November 2010 and was first mailed to Trintech ADS holders and Trintech Shareholders on or about 5 November 2010.~~com~~

~~312.236.1600~~RECOMMENDED ACQUISITION FOR CASH

~~About~~OF ~~Trintech Group~~

~~Trintech~~TRINTECH ~~Group~~GROUP ~~Plc~~PUBLIC ~~(NASDAQ:~~LIMITED ~~TTPA)~~COMPANY is a leading global provider of integrated financial governance, risk management, and compliance (GRC) software solutions for commercial, financial, and healthcare markets. Trintech’s recognised expertise in reconciliation process management, financial data aggregation, revenue and cost cycle management, financial close, reporting, risk management, and compliance enables customers to gain greater visibility and control of their critical financial processes leading to better overall business performance.

~~For~~BY more information on how Trintech can help you increase confidence in business performance and reduce financial risk, please contact us online at www.trintech.com or at our principal business office in Addison, Texas, or through an international office in Ireland, the United Kingdom, or the Netherlands.

5CERASUS II LIMITED BY MEANS OF A SCHEME OF ARRANGEMENT

~~Trintech~~UNDER •SECTION ~~15851~~201 ~~Dallas~~OF ~~Parkway, Suite~~THE ~~900~~COMPANIES •ACT ~~Addison,~~1963 TXOF ~~75001~~IRELAND ~~• Tel 1 972 701 9802~~

Trintech UKADS ~~Ltd~~holders will find enclosed with this document the ADS Voting Instruction Card. •Trintech ~~Warnford~~ADS ~~Court~~holders are asked to submit their ADS Voting Instruction Card either through the Internet or by telephone or complete the enclosed ADS Voting Instruction Card in accordance with the instructions printed on the card and return it by post as soon as possible but in any event so as to be received by the Depositary, 29at ~~Throgmorton~~Trintech StGroup PLC, P.O. •Box ~~London~~8016, ~~EC2N2AT~~Cary, NC 27512-9903, by 23 November 2010. If the ADS Voting Instruction Card UKfor •the ~~Tel~~Meetings ~~+44~~is ~~(0)~~not received by 23 20November ~~7628~~2010, ~~5235~~the Depositary will not vote your Trintech ADSs.

Trintech ~~Technologies~~Shareholders •will find ~~Block~~enclosed Cwith this document Forms of Proxy for the Meetings. Whether or not Trintech Shareholders wish to attend the Meetings, ~~Central~~they ~~Park~~are •asked ~~Leopardstown~~to complete the enclosed Forms of Proxy in accordance with the instructions printed on the forms and return them either by post, ~~Dublin~~by 18hand or by fax as soon as possible but in any event so as to be received by Trintech’s Registrar, Capita Registrars (Ireland) •Limited, ~~Tel~~not less than 48 hours before the relevant Meeting. If returning the Forms of Proxy by fax, please send the fax to (01) 8102422 (if dialling within Ireland) or +353 1 ~~293~~810 ~~9840~~2422 (if dialling from outside Ireland). If the Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Chairman of the Court Meeting before the start of the Court Meeting.

~~This~~The ~~announcement~~directors ~~does~~of ~~not~~Trintech ~~constitute~~accept responsibility anfor ~~offer~~the orinformation ~~recommendation~~contained toin ~~purchase~~this document, ~~sell~~other than that relating to the Cerasus Group, ~~subscribe~~their ~~for~~respective orassociates ~~exchange~~and orthe andirectors ~~invitation~~of toCerasus ~~purchase~~and members of their immediate families, ~~sell,~~ ~~subscribe~~related ~~for~~trusts orand ~~exchange~~persons ~~any~~connected ~~securities~~with them. orTo the ~~solicitation~~best of ~~any~~the ~~note~~knowledge orand ~~approval~~belief inof ~~any~~the ~~jurisdiction~~directors ~~pursuant~~of Trintech (who have taken all reasonable care to ~~the~~ensure ~~proposed~~such ~~acquisition~~is orthe ~~otherwise.~~case), ~~Any~~the ~~decision~~information contained in ~~relation~~this todocument ~~the~~for ~~scheme~~which ofthey ~~arrangement~~accept ~~and~~responsibility ~~related~~is ~~proposals~~in ~~should~~accordance bewith the ~~made~~facts ~~only~~and ondoes ~~the~~not ~~basis~~omit ofanything ~~the~~likely ~~related~~to ~~documentation~~affect asthe ~~and~~import ~~when~~of ~~issued~~such information.

The Cerasus Directors ofand ~~Trintech~~the ~~Group~~Spectrum ~~plc~~Equity Investors Directors accept responsibility for the information contained in this ~~announcement~~document relating to the Cerasus Group and the Cerasus Directors and the Spectrum Equity Investors Directors and members of their immediate families, related trusts and persons connected with them. To the best of ~~their~~the knowledge and belief of the Cerasus Directors and the Spectrum Equity Investors Directors (~~having~~who have taken all reasonable care to ensure that such is the case), the information contained in this ~~announcement~~document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

~~Any~~William ~~person~~Blair & ~~interested~~Company, inL.L.C, 1%which oris ~~more~~regulated ofunder ~~any~~the ~~class~~laws of ~~relevant~~the ~~securities~~United ~~of Trintech~~States, ~~Group~~is ~~plc~~acting ~~(including~~exclusively byfor ~~means~~Trintech ofand anno ~~option~~one else in connection ~~respect~~with ~~of,~~the orAcquisition aand ~~derivative~~will ~~referenced~~not be responsible to, ~~any~~anyone ~~such~~other ~~‘relevant~~than ~~securities’)~~Trintech ~~may~~for ~~have~~providing ~~disclosure~~the ~~obligations~~protections ~~under~~afforded ~~Rule~~to ~~8.3~~clients of ~~the~~William ~~Irish~~Blair & ~~Takeover~~Company, ~~Panel~~L.L.C ~~Act~~or ~~1997,~~for ~~Takeover~~providing ~~Rules,~~advice ~~2007~~in ~~(as amended)~~relation ~~effective~~to ~~from~~ the ~~commencement~~Acquisition, the contents of ~~the~~this ~~offer~~document ~~period~~or ~~(being~~any ~~21 September~~transaction ~~2010)~~or arrangement referred to herein.

~~‘Interests~~Goodbody inCorporate ~~securities’ arise~~Finance, inwhich is regulated by the Central ~~summary~~Bank, ~~when~~is aacting ~~person~~exclusively ~~has~~for ~~long~~the ~~economic~~Cerasus ~~exposure,~~Group ~~whether~~and ~~conditional~~no orone ~~absolute,~~else toin ~~changes~~connection inwith the Acquisition and ~~price~~will ofnot ~~securities.~~be Inresponsible ~~particular,~~to aanyone ~~person~~other ~~will~~than bethe ~~treated~~Cerasus Group asfor ~~having~~providing anthe ~~‘interest’~~protections byafforded ~~virtue~~to clients of ~~the~~Goodbody Corporate ~~ownership~~Finance or ~~control~~for ofproviding ~~securities~~advice in relation to the Acquisition, or bythe ~~virtue~~contents of ~~any~~this ~~option~~document inor ~~respect~~any ~~of,~~transaction or ~~derivative~~arrangement ~~referenced~~referred to, ~~securities~~herein.

~~Terms~~Wilson inSonsini ~~quotation~~Goodrich & ~~marks are defined in the Irish Takeover Rules~~Rosati, ~~which~~Professional ~~can~~Corporation ~~also~~and beA&L ~~found~~Goodbody ~~on the Irish Takeover Panel’s website. If you~~ are inacting ~~any doubt~~ as tolegal ~~whether~~advisors ~~or not you are required~~ to ~~disclose a dealing under Rule 8, please consult~~ the ~~Panel’s~~Board ~~website~~of ~~at www~~Trintech.~~irishtakeoverpanel.ie or~~ ~~contact the Panel on telephone number +353 (0)1 678 9020; fax number +353 (0)1 678 9289.~~

~~#########~~Latham & Watkins LLP and Maples and Calder are acting as legal advisors to the Cerasus Group.

~~Trintech~~This ~~Press~~document ~~Contact:~~does not constitute an offer to purchase, sell, subscribe for or exchange or the solicitation of an offer to purchase, sell, subscribe for or exchange any securities in any jurisdiction pursuant to the Acquisition or otherwise.

~~Dallas:~~The ~~Dave~~distribution ~~Tomlinson~~of this document in or into certain jurisdictions may be restricted by the laws of -those ~~Director~~jurisdictions. Accordingly, ~~Marketing~~copies of this document and all other documents relating to the Acquisition are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction.

~~Tel.~~Any +1action ~~972~~taken ~~739-1611.~~in ~~Email:~~relation ~~dave~~to the Acquisition should be taken only on the basis of all of the information contained in this document and any other document by which the Acquisition and Scheme are made.~~tomlinson@trintech.com~~

~~This~~If ~~announcement~~you ~~has~~are ~~been~~a ~~issued~~Trintech ~~through~~ADS holder and have any questions relating to this document or how to complete and return the ~~Companies~~ADS ~~Announcement~~Voting ~~Service~~Instruction Card, please call Trintech’s Depositary and Information Agent, The Bank of New York Mellon, at 1.866.353.4787 (if calling within the United States) or at +1.866.353.4787 (if calling from outside the United States) between 9.00 a.m. and 5.00 p.m. (United States Eastern Time) on any Business Day. If calling from outside the United States, please call collect. The Depositary cannot provide advice on the benefits of the Acquisition or the Scheme or recommend how you vote or give any financial or tax advice.

~~The~~If you are a Trintech Shareholder and have any questions relating to this document or how to complete and return the Forms of Proxy, please call Trintech’s Registrar, Capita Registrars (Ireland) Limited at (01) 8102400 (if calling within Ireland) or at +353 1 810 2400 (if calling from outside Ireland) between 9.00 a.m. and 5.00 p.m. (Irish ~~Stock~~Standard ~~Exchange~~Time) on any Business Day. Trintech’s Registrar cannot provide advice on the benefits of the Scheme or the Acquisition or recommend how you vote or give any financial advice or tax advice.

Board:

Registered Office

Stephen O’Donnell,

Christopher T. Mitchell

Adam J. Margolin

Fifth Floor,

75 St Stephens Green,

Dublin 2

Ireland

2 November 2010

Any Person who is interested in one per cent. or more of Trintech Shares may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective from the date of the commencement of the Offer Period.

The attention of Trintech ADS holders and Trintech Shareholders (as the case may be), who are resident in, or citizens of, Restricted Jurisdictions, is drawn to paragraph 11 in Part III (Explanatory Statement) of this document.

Information concerning forward-looking statements

This document includes information that constitutes forward-looking statements made pursuant to the safe harbour provision of the Private Securities Litigation Reform Act of 1995. Statements in this document regarding the proposed transaction between Cerasus and Trintech, the expected timetable for completing the transaction, the expected benefits and costs of the transaction, the plans, strategies and objectives of management for future operations, the profit forecast and assumptions underlying such forecast as set forth in Part VII of this document (Financial Information Relating to Trintech—Profit Forecast and Supplemental Disclosure) and any other statements about Cerasus’ and Trintech’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements. Any such forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those indicated by such forward-looking statements. Factors that could cause or contribute to such differences include competitive pressures, changes in customer demands or industry standards, adverse economic conditions, loss of key personnel or litigation relating to the proposed transaction the effect of the announcement of the proposed transaction on Trintech’s business relationships, operating results and business generally, the ability of the parties to consummate the proposed transaction, satisfaction of closing conditions precedent to the consummation of the proposed transactions, the ability of Cerasus to successfully integrate Trintech’s operations and employees, the ability to realise anticipated benefits of the proposed transaction and other risk factors disclosed under the heading “Factors That May Affect Future Results” in Trintech’s results of operations for the quarterly period ended 31 July 2010, as set forth in a Report on Form 6-K, as filed with the Securities and Exchange Commission on 15 September 2010. The forward-looking statements provided by Cerasus and Trintech in this document represent the views of Cerasus and Trintech, respectively, as of the date of this document. Cerasus and Trintech anticipate that subsequent events and developments may cause their views to change. However, while Cerasus and Trintech may elect to update these forward-looking statements at some point in the future, Cerasus and Trintech specifically disclaim any obligation to do so except as otherwise provided by applicable law. These forward-looking statements should not be relied upon as representing Cerasus’s or Trintech’s views as of any date subsequent to the date of this document.

CONTENTS


QUESTIONS AND ANSWERS ABOUT THE ACQUISITION, THE SCHEME OF ARRANGEMENT, THE COURT MEETING, THE EXTRAORDINARY GENERAL MEETING AND THE COURT HEARING			1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS			12

ENCLOSURES AND CONTACT INFORMATION			13

ACTION TO BE TAKEN			14

PART I—LETTER OF RECOMMENDATION FROM THE BOARD OF TRINTECH			19

	1.	INTRODUCTION	19
	2.	SUMMARY OF THE TERMS OF THE ACQUISITION	19
	3.	THE CONDITIONS	20
	4.	BACKGROUND TO AND REASONS FOR RECOMMENDING THE ACQUISITION	20
	5.	EFFECTS OF THE ACQUISITION	24
	6.	IRREVOCABLE UNDERTAKINGS	25
	7.	EXPENSES REIMBURSEMENT AGREEMENT	25
	8.	TRANSACTION AGREEMENT	26
	9.	TRINTECH SHARE OPTION PLANS AND TRINTECH EMPLOYEE SHARE PURCHASE PLAN	29
	10.	ACTION TO BE TAKEN	30
	11.	FURTHER INFORMATION	30
	12.	PROFIT FORECAST	30
	13.	ADDITIONAL INFORMATION ON TRINTECH	30
	14.	RECOMMENDATION	31

PART II—LETTER FROM CERASUS II LIMITED			32

	1.	BACKGROUND TO AND REASONS FOR THE ACQUISITION	32
	2.	INFORMATION ON CERASUS	32
	3.	INFORMATION ON SPECTRUM EQUITY	32
	4.	THE CONSIDERATION	33
	5.	FINANCING OF THE ACQUISITION	33
	6.	DIRECTORS, MANAGEMENT, EMPLOYEES AND TRINTECH’S BUSINESS	34
	7.	TRINTECH SHARE OPTION PLANS	35
	8.	UNDERTAKINGS TO VOTE IN FAVOUR OF THE ACQUISITION AND THE SCHEME	35
	9.	PAYMENT OF SCHEME CONSIDERATION	36
	10.	ACTION TO BE TAKEN	36
	11.	FURTHER INFORMATION	36

PART III—EXPLANATORY STATEMENT			37

	1.	INTRODUCTION	37
	2.	THE ACQUISITION	37
	3.	THE CONDITIONS	38
	4.	CONSENTS AND MEETINGS	38
	5.	STRUCTURE OF THE SCHEME	41
	6.	BOARD, MANAGEMENT AND EMPLOYEES	41
	7.	TRINTECH SHARE OPTION PLANS AND TRINTECH EMPLOYEE SHARE PURCHASE PLAN	42
	8.	THE TRINTECH DIRECTORS AND THE EFFECT OF THE SCHEME ON THEIR INTERESTS	42
	9.	TAXATION	43
	10.	SETTLEMENT, LISTING AND DEALINGS	43
	11.	OVERSEAS SHAREHOLDERS	44
	12.	TREATMENT OF TRINTECH ADSs	45


	13.	ACTION TO BE TAKEN	45
	14.	FURTHER INFORMATION	45

PART IV—THE SCHEME OF ARRANGEMENT			46

PART V—CONDITIONS OF THE ACQUISITION AND THE SCHEME			51

PART VI—INFORMATION ON CERASUS AND SPECTRUM EQUITY			57

PART VII—FINANCIAL INFORMATION RELATING TO TRINTECH			60

PART VIII—ADDITIONAL INFORMATION			88

	1.	RESPONSIBILITY	88
	2.	DIRECTORS AND REGISTERED OFFICE	88
	3.	FINANCIAL ANALYSIS	88
	4.	MARKET QUOTATIONS	95
	5.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	96
	6.	SHAREHOLDINGS AND DEALINGS	97
	7.	MATERIAL CONTRACTS	105
	8.	DIRECTORS AND SERVICE CONTRACTS	106
	9.	IRISH TAXATION	107
	10.	CERTAIN MATERIAL US FEDERAL INCOME TAX CONSEQUENCES	108
	11.	MATERIAL CHANGES	111
	12.	CONSENTS	111
	13.	APPRAISAL RIGHTS	112
	14.	REGULATORY APPROVALS	112
	15.	SOURCES AND BASES OF INFORMATION	112
	16.	OTHER INFORMATION	113
	17.	DOCUMENTS AVAILABLE FOR INSPECTION	114

PART IX—DEFINITIONS			116

PART X—NOTICE OF COURT MEETING			124

PART XI—NOTICE OF EXTRAORDINARY GENERAL MEETING OF TRINTECH GROUP PUBLIC LIMITED COMPANY			126

	Annex A Transaction Agreement		A-1

	Annex B Expenses Reimbursement Agreement		B-1

	Annex C Form of Irrevocable Undertaking of Trintech Directors		C-1

	Annex D Opinion of William Blair & Company, L.L.C.		D-1

QUESTIONS AND ANSWERS ABOUT THE ACQUISITION, THE SCHEME OF ARRANGEMENT, THE COURT MEETING, THE EXTRAORDINARY GENERAL MEETING AND THE COURT HEARING

The following questions and answers are provided for your convenience, and briefly address some commonly asked questions about the Acquisition, the Scheme of Arrangement, the Court Meeting, the Extraordinary General Meeting, and the Court Hearing. These questions and answers may not address all questions that may be important to you as a Trintech ADS holder or a Trintech Shareholder. You should still carefully read this entire document, including each of the annexes attached to this document.

Overview

Q1:

What is the proposed transaction?

Cerasus proposes to acquire Trintech for $6.60 in cash per Trintech ADS (representing $3.30 in cash per Trintech Share). As further described below, the transaction is proposed to be structured as a scheme of arrangement under Irish law, under which Cerasus will acquire all of the outstanding Trintech Shares and Trintech ADSs. The Board of Trintech unanimously recommends that Trintech ADS holders and Trintech Shareholders vote in favour of the acquisition of Trintech by Cerasus and the Scheme of Arrangement, as the members of the Trintech Board who are Trintech Securityholders have irrevocably undertaken (subject to certain exceptions) to do in respect of their own beneficial holdings which represent approximately 24.1 per cent. of the issued share capital of Trintech.

Q2:

Why is there a different price for Trintech ADSs and Trintech Shares?

A:	Each Trintech ADS represents two Trintech Shares. Accordingly the offer of $6.60 per Trintech ADS is equivalent to $3.30 per Trintech Share.

Q3:

How do I vote in favour of the proposed transaction?

A:	If you hold Trintech ADSs, you should complete and sign the ADS Voting Instruction Card by following the instructions appearing below in this document or on your ADS Voting Instruction Card.

If you are a direct shareholder of Trintech, then you should complete and sign two Forms of Proxy—both the White Form of Proxy and the Blue Form of Proxy, in each case by following the instructions appearing in the answers to Q15 and Q16 below. It is very important that you understand that you will need to complete both Forms of Proxy in order to vote in favour of the Acquisition. There are two Forms of Proxy in this transaction because Irish law requires that there are two separate shareholder meetings, the Court Meeting and the Extraordinary General Meeting. Affiliates of the Cerasus Group are not eligible to vote at the Court Meeting because they are not Scheme Shareholders, but will to the extent they are Trintech Securityholders be able to vote at the Extraordinary General Meeting.

Q4:

What is the difference between a Scheme Shareholder and a Trintech Shareholder?

Whether a holder of Trintech Shares is a Scheme Shareholder or a Trintech Shareholder depends on who holds the Trintech Shares in question and when the shares were issued by Trintech. For example, Trintech Shares held by Affiliates of the Cerasus Group are not Scheme Shares and will not be cancelled or transferred pursuant to the Scheme. Any holder of Trintech Shares outstanding on the date of this document other than Trintech Shares held by Affiliates of the Cerasus Group will be a Scheme Shareholder. In addition, Trintech Shares issued after the Scheme Record Time do not constitute Scheme Shares. It is expected that the only Trintech Shares issued after the Scheme Record Time will be Trintech Shares issued pursuant to the exercise of options granted under the Trintech Share Option Plans and Trintech Shares issued pursuant to the exercise of purchase rights under the Trintech Employee Share Purchase Plan, and this is explained further in paragraph 9 in Part I (Letter of Recommendation from the Board of Trintech) of this document.

Q5:

What is a “scheme of arrangement”?

A:	A “scheme of arrangement” is an Irish transaction structure that is similar in effect to a “merger” in the United States. If the Scheme of Arrangement becomes effective, then:

•

Cerasus will pay $3.30 in cash per Trintech Share to each Scheme Shareholder (representing $6.60 in cash per Trintech ADS);

•

all outstanding Scheme Shares (i.e., Trintech Shares held by Scheme Shareholders) will either be cancelled or transferred to Cerasus;

•

Trintech will issue New Trintech Shares to Cerasus in place of the Cancellation Shares, so that Trintech becomes a wholly owned subsidiary of Cerasus; and

•

the Scheme will be binding on all Trintech Shareholders, whether or not they voted in support of the Scheme.

The Court Hearing, the Court Meeting and the Extraordinary General Meeting

Q6:

What are the Court Hearing and the Court Meeting?

A:	In order for the Scheme to become effective, the sanction of the Scheme by the High Court at a hearing is required. This hearing is referred to as the Court Hearing. Subject to the approval of the resolutions proposed at the Meetings, the Court Hearing will take place on or about 17 December 2010.

In addition, prior to the sanction of the High Court, and in order for the Scheme to become effective, the approval of the Scheme by the Scheme Shareholders is required. This approval is obtained at a shareholder meeting referred to as the Court Meeting. The purpose of the Court Meeting is to allow the High Court to ascertain whether Scheme Shareholders are in favour of the Scheme. All Trintech Shareholders other than Affiliates of the Cerasus Group are Scheme Shareholders. The Court Meeting will be held at 11.00 a.m. (Irish Standard Time) on 29 November 2010, and the Notice of the Court Meeting is set out in Part X (Notice of Court Meeting) of this document.

Q7:

What is the Extraordinary General Meeting?

In addition to the approval of the Scheme at the Court Meeting, the Scheme cannot become effective unless a number of additional resolutions are approved at a second meeting of the Trintech Shareholders, which is referred to as the Extraordinary General Meeting. These resolutions are discussed in paragraph 4.2 of Part III (Explanatory Statement) of this document, and all serve to implement the Scheme and the Acquisition. The Extraordinary General Meeting will be held at 11.30 a.m. (Irish Standard Time) on 29 November 2010 or, if earlier or later, immediately after the conclusion or adjournment of the Court Meeting. The Notice of the Extraordinary General Meeting is set out on in Part XI (Notice of Extraordinary General Meeting of Trintech Group Public Limited Company) of this document.

Q8:

Why are there multiple shareholder meetings?

Irish law requires that there are two separate shareholder meetings, the Court Meeting and the Extraordinary General Meeting. Affiliates of the Cerasus Group are not eligible to vote at the Court Meeting because they are not Scheme Shareholders, but they will, to the extent they are Trintech Securityholders, vote at the Extraordinary General Meeting. Both meetings are necessary to cause the Scheme to become effective.

Q9:

When and where is the Court Hearing?

A:	Subject to the approval of the resolutions proposed at the Meetings, the Court Hearing will be held at The Four Courts, Dublin, Ireland on or about 17 December 2010.

Q10:

When and where is the Court Meeting?

A:	The Court Meeting will be held at Bewley’s Hotel, Central Park, Leopardstown, Dublin 18, Ireland, on 29 November 2010, at 11.00 a.m. (Irish Standard Time).

Q11:

When and where is the Extraordinary General Meeting?

A:	The Extraordinary General Meeting will be held at Bewley’s Hotel, Central Park, Leopardstown, Dublin 18, Ireland, on 29 November 2010, at 11.30 a.m. (Irish Standard Time) or, if earlier or later, immediately after the conclusion or adjournment of the Court Meeting.

Q12:

Who is entitled to vote at the Court Meeting and the Extraordinary General Meeting?

Only Scheme Shareholders will be entitled to vote at the Court Meeting and all Trintech Shareholders will be entitled to vote at the Extraordinary General Meeting. Trintech ADS holders will be represented at the Court Meeting and the Extraordinary General Meeting through the Depositary, who will vote the Trintech Shares to which Trintech ADSs relate as instructed by Trintech ADS holders through the ADS Voting Instruction Card.

Q13:

What vote is required at the Court Meeting?

At the Court Meeting, the Scheme will be approved if a simple majority (more than 50 per cent.) in number of the Scheme Shareholders who vote (in person or by proxy), vote in favour of the Scheme and if Scheme Shares representing three-fourths (75 per cent.) or more in value of the total number of Scheme Shares voted at the Court Meeting are voted in favour of the Scheme.

In considering its approval of the Scheme, the High Court will consider whether there has been a sufficiently large (in the High Court’s judgment) number of Scheme Shares included in the vote in favour of the Scheme to fairly represent the opinion of Scheme Shareholders, in addition to whether the required majority (as described above) is obtained. As a result, it is important that as many votes as possible are cast at the Court Meeting.

Trintech urges Trintech ADS holders to complete, sign, date, and return the enclosed ADS Voting Instruction Card or to submit their ADS Voting Instruction Card via the Internet, by telephone or by post to ensure that the Depositary represents their Trintech ADSs and votes the corresponding Scheme Shares at the Court Meeting.

Trintech urges Scheme Shareholders to complete, sign, date, and return their White Form of Proxy to ensure the representation and voting of their Scheme Shares at the Court Meeting.

The failure to vote (by proxy or in person) will increase the likelihood of the Scheme being defeated at the Court Meeting and the Acquisition not proceeding.

Q14:

What vote is required at the Extraordinary General Meeting?

A:	At the Extraordinary General Meeting, the ordinary resolutions must be approved by a simple majority (more than 50 per cent.) of the votes cast and the special resolutions must be approved by not less than three-fourths (75 per cent.) of the votes cast.

Trintech urges Trintech Shareholders to complete, sign, date, and return the enclosed Blue Form of Proxy to ensure the representation and voting of their Trintech Shares at the Extraordinary General Meeting.

Q15:

How do I vote at the Court Meeting?

A:	For Trintech ADS holders:

Complete and sign the ADS Voting Instruction Card accompanying this document in accordance with the instructions printed thereon and return it to the Depositary at Trintech Group PLC, P.O. Box 8016, Cary, NC 27512-9903 as soon as possible but, in any event, by 23 November 2010. Alternatively, you may submit your ADS Voting Instruction Card via telephone by calling the number printed at the top of your ADS Voting Instruction Card or via the Internet by accessing the Depositary’s website at www.proxypush.com/TTPA. To dial in or log in please make sure that you have your ADS Voting Instruction Card available. If the ADS Voting Instruction Card for the Court Meeting is not received by 23 November 2010, the Depositary will not vote the Scheme Shares represented by your Trintech ADSs. It is important that, for the Court Meeting, as many votes as possible are cast (whether in person or by proxy) so that the High Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. You are, therefore, strongly urged to complete, sign and return your ADS Voting Instruction Card as soon as possible to ensure that the Depositary votes the Scheme Shares represented by your Trintech ADSs at the Court Meeting.

For Scheme Shareholders:

Complete and sign the White Form of Proxy accompanying this document in accordance with the instructions printed thereon and return it to Trintech’s Registrar, Capita Registrars (Ireland) Limited, PO Box 7117, Dublin 2, Ireland (if delivered by post) or to Unit 5, Manor Street Business Park, Manor Street, Dublin 7, Ireland (if delivered by hand) as soon as possible but, in any event, so as to be received by post or, during normal business hours, by hand, by 11.00 a.m. (Irish Standard Time) on 27 November 2010. Forms of proxy may also be submitted by that time by fax at +353 18102422 or via the internet at www.capitaregistrars.ie. It is important that, for the Court Meeting, as many votes as possible are cast (whether in person or by proxy) so that the High Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. You are, therefore, strongly urged to complete, sign and return your White Form of Proxy as soon as possible to Capita’s address above.

Q16:

How do I vote at the Extraordinary General Meeting?

A:	For Trintech ADS holders:

For Trintech Shareholders:

Complete and sign the Blue Form of Proxy accompanying this document in accordance with the instructions printed thereon and return it to Capita Registrars (Ireland) Limited, PO Box 7117, Dublin 2, Ireland (if delivered by post) or to Unit 5, Manor Street Business Park, Manor Street, Dublin 7, Ireland (if delivered by hand) as soon as possible but, in any event, so as to be received by post or, during normal business hours, by hand, by 11.00 a.m. (Irish Standard Time) on 27 November 2010. Your proxy can also be submitted prior to that time by fax at +353 18102422 or via the internet at www.capitaregistrars.ie.

Q17:

If my Trintech ADSs or Trintech Shares are held in “street name” by my broker, will my broker vote my Trintech ADSs or Trintech Shares for me?

Your broker will be permitted to vote your Trintech ADSs or Trintech Shares only if you instruct your broker how to vote. If you are a Trintech Shareholder (but not a Trintech ADS holder) and have previously provided your broker with absolute discretion to vote at all times on Trintech Shareholder votes, then your broker will be able to vote your Trintech Shares unless you instruct your broker otherwise. If your broker does not have absolute discretion to vote on your behalf, or if you are a Trintech ADS holder and you wish to instruct your broker to vote on your behalf, you should follow the procedures provided by your broker regarding the voting of your Trintech ADSs or Trintech Shares. If your broker does not have absolute discretion and you do not provide instructions to your broker to vote in favour of the Scheme, your Trintech ADSs or Trintech Shares (as the case may be) will not be voted, which will increase the likelihood of the Scheme being defeated and the Acquisition not proceeding.

Q18:

If I am a Trintech ADS holder, do I need to present my Trintech ADSs to the Depositary for cancellation and delivery of Trintech Shares in order to be able to vote in favour of the Scheme or to receive the Consideration?

A:	No, as a Trintech ADS holder you may vote in favour of the Scheme by completing and signing the ADS Voting Instruction Card and, if the Scheme is made effective, and you continue to hold your Trintech ADSs, you will receive the Consideration.

Q19:

May I vote in person?

A:	For Trintech ADS holders:

No. Trintech ADS holders will not be entitled to vote at or attend the Meetings or to be represented at the Court Hearing. However, Trintech ADS holders may instruct the Depositary how to vote such holders’ Trintech ADSs at the Meetings and the Depositary will vote in accordance with the instructions it receives. Details of how Trintech ADS holders can instruct the Depositary to vote at the Court Meeting and the Extraordinary General Meeting are contained in the enclosed ADS Voting Instruction Card.

Trintech ADS holders who wish to vote at or attend the Court Meeting and/or the Extraordinary General Meeting or to be represented at the Court Hearing should take steps to present their Trintech ADSs to the Depositary for cancellation and delivery of Trintech Shares so as to become holders of record of Trintech Shares prior to the relevant Voting Record Time for the Court Meeting or the Extraordinary General Meeting or prior to the Court Hearing (as the case may be).

For Scheme Shareholders and Trintech Shareholders:

Yes. If you are a holder of Scheme Shares you may attend the Court Meeting and vote your Scheme Shares in person. If you are a holder of Trintech Shares you may attend the Extraordinary General Meeting and vote your Trintech Shares in person. If you hold your Scheme Shares or Trintech Shares (as the case may be) in “street name,” you must provide a legal proxy executed by your bank or broker to vote your Scheme Shares or Trintech Shares in person at the Court Meeting and/or the Extraordinary General Meeting.

Q20:

What if I do not vote?

The failure to vote in favour of the Scheme and the resolutions to be considered at the Extraordinary General Meeting (by proxy or in person) will increase the likelihood of the Scheme being defeated at the Court Meeting, the resolutions to be considered at the Extraordinary General Meeting not being approved and the Acquisition not proceeding. If the Scheme is defeated and the Acquisition does not proceed, you will not receive the Consideration of $3.30 in cash per Trintech Share (representing $6.60 in cash per Trintech ADS (without interest and less any applicable withholding taxes, and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable)) that is payable pursuant to the terms of the Acquisition. Your vote is important regardless of the number of Trintech ADSs or Trintech Shares that you own.

Q21:

Who is soliciting my proxy?

A:	Proxies are being solicited by the Board of Trintech. The Board of Trintech considers the terms of the Acquisition to be fair. The Board of Trintech unanimously recommends that Trintech ADS holders and Trintech Shareholders vote in favour of the Acquisition and Scheme.

Q22:

May holders of Trintech ADSs or Trintech Shares be represented at the Court Hearing?

Trintech ADS holders will not be entitled to be represented at the Court Hearing. Trintech ADS holders who wish to be represented at the Court Hearing should take steps to present their Trintech ADSs to the Depositary for cancellation and delivery of Trintech Shares so as to become holders of record of Trintech Shares prior to the Court Hearing.

All Trintech Shareholders are entitled to be represented by counsel or a solicitor (at their own expense) to support or oppose the sanctioning of the Scheme at the Court Hearing.

Q23:

What should I do now?

A:	For Trintech ADS holders:

After carefully reading and considering the information contained in this document, please vote your Trintech ADSs by returning the enclosed ADS Voting Instruction Card to the Depositary or by submitting your ADS Voting Instruction Card via the Internet or by telephone or by post as described in Question 15 and Question 16 above.

Do not enclose or return your Trintech ADSs with your ADS Voting Instruction Card.

For Scheme Shareholders and Trintech Shareholders:

After carefully reading and considering the information contained in this document, please vote your Trintech Shares by returning the enclosed White Form of Proxy and Blue Form of Proxy to Trintech’s Registrar by post or by hand as described in Question 15 and Question 16 above. Trintech Shareholders may also attend the Court Meeting and/or the Extraordinary General Meeting and vote in person.

Do not enclose or return your share certificate(s) with your Forms of Proxy.

Q24:

When should I send in my ADS Voting Instruction Card or Forms of Proxy?

A:	Trintech ADS holders should complete, sign, date and return their ADS Voting Instruction Card as soon as possible, and in any event by 5.00 p.m. (US Eastern Time) on 23 November 2010, so that their Trintech ADSs will be voted at the Court Meeting and/or Extraordinary General Meeting.

Trintech Shareholders should complete, sign, date and return their Forms of Proxy as soon as possible, and in any event by 11.00 a.m. (Irish Standard Time) on 27 November 2010, so that their Trintech Shares will be voted at the Court Meeting and/or Extraordinary General Meeting.

Q25:

May I change my vote after I have mailed my signed ADS Voting Instruction Card and/or Forms of Proxy?

A:	For Trintech ADS holders:

Yes. Trintech ADS holders may change their vote at any time before 5.00 p.m. (US Eastern Time) on 23 November 2010. You may do this by sending a written, dated notice to the Depositary stating that you would like to revoke your voting instructions, which must be received by the Depositary by 5.00 p.m. (US Eastern Time) on 23 November 2010. If you have questions regarding your ADS Voting Instruction Card after you have returned it to the Depositary, you should contact the Depositary at the telephone number or address provided below.

For Scheme Shareholders and Trintech Shareholders:

Scheme Shareholders may change their vote at any time before the start of the Court Meeting in the case of the White Form of Proxy and Trintech Shareholders may change their vote at any time up to 11.30 a.m. (Irish Standard Time) on 27 November 2010 in the case of the Blue Form of Proxy for the Extraordinary General Meeting. You may do this in one of three ways. First, you may send a written, dated notice to the Registrar of Trintech stating that you would like to revoke your proxy. Second, you may complete, sign, date and submit a new Form of Proxy. Third, you may attend the Court Meeting and/or the Extraordinary General Meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your Trintech Shares, you must follow the directions received from your broker relating to changing those instructions.

If you have questions regarding your Forms of Proxy after you have returned them to the Registrar, you should contact the Registrar at the address provided further below.

The Acquisition and the Scheme of Arrangement

Q26:

What is the Scheme of Arrangement?

The Scheme of Arrangement is an arrangement made between Trintech and the Scheme Shareholders under Irish law and is subject to the approval of the High Court. If the Scheme of Arrangement becomes effective, all Scheme Shares currently held by Scheme Shareholders will be cancelled or transferred to Cerasus. Trintech will then issue New Trintech Shares to Cerasus in place of the Scheme Shares cancelled pursuant to the Scheme of Arrangement and Cerasus will pay $3.30 per Trintech Share in cash to the former Scheme Shareholders. As a result of these arrangements, Trintech will become a wholly owned subsidiary of Cerasus.

Q27:

What will I receive in the Acquisition and how do I receive it?

A:	For Trintech ADS holders:

As a Trintech ADS holder, you will receive $6.60 in cash (without interest and less any applicable withholding taxes, and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable) for each Trintech ADS that you own. For example, if you own 100 Trintech ADSs, promptly after the Scheme becoming effective, you will receive $660.00 in cash (without interest and less any applicable withholding taxes, and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable).

Holders of Trintech ADSs will be required to surrender their Trintech ADSs in order to receive their entitlements under the Scheme. Following the Scheme becoming effective, the Bank of New York Mellon, as Depositary, will mail a notice to registered holders of Trintech ADSs regarding the mechanics of the exchange of their existing ADSs. Instructions for the exchange of Trintech ADS certificates will be set out in the letter of transmittal. If you hold your Trintech ADSs indirectly, you must rely on the procedures of the bank, broker or financial intermediary through which you hold your Trintech ADSs.

The Trintech Shares underlying the Trintech ADSs will be cancelled and the American Depositary Receipts evidencing the Trintech ADSs will be required to be surrendered to the Depositary in order for the holders thereof to receive their entitlements under the Scheme (without interest and less any withholding taxes and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable).

For Trintech Shareholders

As a Trintech Shareholder, you will receive $3.30 in cash (without interest and less any applicable withholding taxes) for each Trintech Share that you own. For example, if you own 100 Trintech Shares, you will receive $330.00 in cash (without interest and less any applicable withholding taxes).

Trintech Shareholders will receive their Consideration within 14 days of the Effective Date by post at the registered address held by the Registrar in respect of each Trintech Shareholder.

Q28:

What rights do I have if I oppose the Acquisition and the Scheme of Arrangement?

A:	For Trintech ADS holders:

You can vote against approval of the Scheme by completing, signing, dating and returning your ADS Voting Instruction Card or by submitting your ADS Voting Instruction Card via the Internet, by telephone or by post to the Depositary for the Court Meeting and/or the Extraordinary General Meeting.

For Scheme Shareholders and Trintech Shareholders:

You can vote against approval of the Scheme by completing, signing, dating and returning your Forms of Proxy or voting in person at the Court Meeting and/or the Extraordinary General Meeting. Each Trintech Shareholder is entitled to be represented by counsel or a solicitor (at their own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

Q29:

Am I entitled to appraisal rights in connection with the Scheme?

If the Scheme Shareholders approve the Scheme and the High Court sanctions the Scheme, then, subject to the Scheme becoming effective in accordance with its terms, the Scheme will be binding on all Trintech Shareholders, including those Scheme Shareholders who did not vote or who voted against it at the Court Meeting. If the Scheme Shareholders approve the Scheme and the High Court sanctions the Scheme, no Trintech Shareholder will have “dissenters” or “appraisal” rights under Irish law, or otherwise have any right to seek a court appraisal of the value of Trintech Shares. If the Scheme becomes effective, all Trintech ADS holders (other than Affiliates of the Cerasus Group) will receive $6.60 per Trintech ADS (without interest and less any applicable withholding taxes, and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable) and all Trintech Shareholders (other than Affiliates of the Cerasus Group) will receive $3.30 per Trintech Share (without interest and less any applicable withholding taxes).

Q30:

If the Acquisition is consummated, when can I expect to receive the Consideration for my Trintech Shares?

After the Scheme becomes effective, the Depositary will, upon certain procedures being followed, forward to each Trintech ADS holder the consideration to which they are entitled under the terms of the Scheme. After the Scheme becomes effective, Trintech Shareholders will receive the Consideration to which they are entitled under the terms of the Scheme within 14 days of the Effective Date. For more information on the details related to the payment of the Consideration, please see paragraph 10.1 of Part III (Explanatory Statement) of this document if you are a Trintech Shareholder or paragraph 12 of Part III (Explanatory Statement) of this document if you are a Trintech ADS Holder.

Q31:

Why is the Board of Trintech recommending the Acquisition?

The Board of Trintech, which has been advised by William Blair, considers the terms of the Acquisition to be fair and unanimously recommends that all Trintech ADS holders and Trintech Shareholders vote in favour of the Acquisition and the Scheme at both the Court Meeting and the Extraordinary General Meeting, as the directors of Trintech who are Trintech Securityholders intend to do in respect of their own beneficial holdings, which represent approximately 24.1 per cent. of the issued share capital of Trintech. To review the Board’s reasons for recommending the Acquisition, see paragraph 4 of Part I (Letter of Recommendation from the Board of Trintech) of this document entitled “Background to and Reasons For Recommending the Acquisition.”

Q32:

What are the tax consequences of the Acquisition to me?

Your receipt of the Consideration will be a taxable transaction for US federal income tax and Irish CGT purposes. For a more detailed explanation of the tax consequences, see paragraphs 9 and 10 of Part VIII (Additional Information) of this document entitled “Irish Taxation” and “US Federal Income Tax Consequences,” respectively. Your tax consequences will depend on your personal situation. You should consult your personal tax advisors for a full explanation of the tax consequences of the Scheme to you.

Q33:

When does the Board of Trintech expect the Acquisition to be consummated?

Trintech is working towards consummating the Acquisition as quickly as possible. Trintech currently expects the Acquisition and the Scheme to become effective by 31 December 2010. Trintech cannot, however, require Cerasus to proceed with the Scheme until all of the Conditions described in paragraph 3 of Part I (Letter of Recommendation from the Board of Trintech) and set out in full in Part V (Conditions of the Acquisition and the Scheme) are waived or satisfied at or prior to the Effective Date in accordance with their respective terms, including the approval of the Scheme at the Court Meeting and the Extraordinary General Meeting. The Scheme requires approval by the High Court. Trintech cannot assure you as to when or if all of the Conditions of the Acquisition will be met, and it is possible the parties will not complete the Acquisition.

Q34:

What happens if I sell my Trintech ADSs and/or Trintech Shares before the Court Meeting and the Extraordinary General Meeting?

The Voting Record Time for the Court Meeting and the Extraordinary General Meeting is earlier than the expected Effective Time of the Acquisition. If you hold your Trintech ADSs or Trintech Shares on the Voting Record Time (11.00 a.m. (Irish Standard Time) on the Business Day which is two days before the date of the Meetings) but transfer those Trintech ADSs or Trintech Shares after the Voting Record Time and before the Effective Time, you may retain your right to vote at the Court Meeting and the Extraordinary General Meeting but not the right to receive the Consideration. This right to receive the Consideration will pass to the person who owns the Trintech ADSs or Trintech Shares you transferred as of the Scheme Record Time (5.00 p.m. (US Eastern Time) on the Business Day before the Effective Date of the Acquisition).

Q35:

What should I do if I have questions?

A:	For Trintech ADS holders:

If you have questions about the Acquisition, the Scheme of Arrangement, the Court Meeting, the Extraordinary General Meeting, the Court Hearing or this document, or would like additional copies of this document or the ADS Voting Instruction Card, you should contact the Depositary and Information Agent, The Bank of New York Mellon, at 1.866.353.4787 (if calling within the United States) or at +1.866.353.4787 (if calling from outside the United States) between 9.00am and 5.00p.m (US Eastern Time) on any Business Day. If calling from outside the United States, please call collect. For legal reasons, the Depositary and Information Agent cannot provide advice on the benefits of the Acquisition or the Scheme or recommend how you vote or give any financial or tax advice.

For Trintech Shareholders:

If you have any questions about the Acquisition, the Scheme of Arrangement, the Court Meeting, the Extraordinary General Meeting, the Court Hearing or this document, or would like additional copies of this document or the Forms of Proxy, you should contact Trintech’s Registrar, Capita Registrars (Ireland) Limited on (01) 8102400 (if calling within Ireland) or on +353 1 810 2400 (if calling from outside Ireland) between 9.00 a.m. and 5.00 p.m. (Irish Standard Time) on any Business Day. For legal reasons, Trintech’s Registrar cannot provide advice on the benefits of the Scheme or Acquisition or recommend how you should vote or give any financial advice or tax advice.

For Trintech ADS holders and Trintech Shareholders:

Both Trintech ADS holders and Trintech Shareholders may also contact Trintech at (01) 293-9840 (if calling within Ireland) or at + 353-1-293-9840 (if calling from outside Ireland) between 9.00am and 5.00p.m (Irish Standard Time) on any Business Day, or at:

Trintech Group PLC

Block C

Central Park

Leopardstown

Dublin 18

Ireland

Atten: Joseph Seery

www.trintech.com

For legal reasons, Trintech cannot provide advice on the benefits of the Scheme or Acquisition or recommend how you should vote or give any financial advice or tax advice.

ADVISERS TO TRINTECH AND THE CERASUS GROUP



*Trintech*

Financial Advisor to Trintech	William Blair 222 West Adams Street Chicago, IL 60606 United States

Legal Advisors to Trintech	As to Irish law A&L Goodbody IFSC North Wall Quay Dublin 1 Ireland	As to US law Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 United States

Auditors to Trintech	Ernst & Young Ernst & Young Building Harcourt Centre Harcourt Street Dublin 2 Ireland

Registrar & Receiving Agent	Capita Registrars (Ireland) Limited Unit 5 Manor Street Business Park Manor Street Dublin 7 Ireland

Reporting Accountant in respect of profit forecast	PricewaterhouseCoopers Spencer Dock Dublin 1 Ireland

Depositary and Information Agent	The Bank of New York Mellon Depositary Receipts Division 101 Barclay Street 22nd Floor New York, New York 10286 United States	The Bank of New York Mellon Information Agent 480 Washington Boulevard 29^th Floor Jersey City, NJ 07310, United States

*The Cerasus Group*

Financial Advisor to the Cerasus Group	Goodbody Corporate Finance Ballsbridge Park Ballsbridge Dublin 4 Ireland

Legal Advisors to the Cerasus Group	As to Irish law Maples and Calder Fifth Floor 75 St. Stephen’s Green Dublin 2 Ireland	As to US law Latham & Watkins LLP Dubai International Financial Centre Precinct Building 1, Level 3 P.O. Box 506698 Dubai United Arab Emirates

EXPECTED TIMETABLE OF PRINCIPAL EVENTS


Event		Time and/or Date⁽¹⁾

Record Date for Trintech ADS holders		2 November 2010⁽²⁾

Latest time for receipt by the Depositary of completed ADS Voting Instruction Cards for the Court Meeting and the EGM		5.00 p.m. on 23 November 2010⁽²⁾

Latest time for receipt of White Forms of Proxy for the Court Meeting⁽³⁾		11.00 a.m. on 27 November 2010

Latest time for receipt of Blue Forms of Proxy for the EGM		11.30 a.m. on 27 November 2010

Voting Record Time		11.00 a.m. on 26 November 2010

Court Meeting		11.00 a.m. on 29 November 2010

Extraordinary General Meeting⁽⁴⁾		11.30 a.m. on 29 November 2010

Intended date for Court Hearing (of the petition to sanction the Scheme)		17 December 2010

Last day of dealings in Trintech ADSs on NASDAQ		30 December 2010⁽²⁾

Scheme Record Time		5.00 p.m. on 30 December 2010⁽²⁾

Effective Date		31 December 2010

Despatch of cheques/electronic transfers in respect of the Consideration to Trintech Shareholders (as appropriate)		No later than 14 January 2011

Notes:

(1)	The dates and times are indicative only and will depend on, inter alia, the dates upon which the High Court sanctions the Scheme and confirms the reduction of capital that forms part of the Scheme. Unless otherwise noted, all time references are to Irish Standard Time.

(2)	United States Eastern Time.

(3)	If the White Form of Proxy for the Court Meeting is not returned by this time, a White Form of Proxy may be handed to the Chairman of the Court Meeting before the start of the Court Meeting and will still be valid.

(4)	To commence at 11.30 a.m., or, if earlier or later, immediately after the conclusion or adjournment of the Court Meeting.

ENCLOSURES AND CONTACT INFORMATION

Enclosures

Trintech ADS holders will receive the following enclosures with a copy of this document:

Depositary’s Notice of Court Meeting and Extraordinary General Meeting of Trintech, ADS Voting Instruction Card for the Court Meeting and the Extraordinary General Meeting

Trintech Shareholders will receive the following enclosures with a copy of this document:

White Form of Proxy for the Court Meeting

Blue Form of Proxy for the Extraordinary General Meeting

Contact Information

If you have any queries in relation to the ADS Voting Instruction Card, Forms of Proxy or actions to be taken at the Meetings, please contact:


IF A TRINTECH SHAREHOLDER		IF A TRINTECH ADS HOLDER
Trintech’s Registrar Capita Registrars (Ireland) Limited Unit 5, Manor Street Business Park, Manor Street, Dublin 7 Ireland		Trintech’s Depositary The Bank of New York Mellon Depositary Receipts Division 101 Barclay Street 22nd Floor New York, New York 10286 United States

(01) 8102400 (if calling within Ireland) or +353 1 810 2400 (if calling from outside Ireland) between 9.00 a.m. and 5.00 p.m. (Irish Standard Time) on any Business Day		Trintech’s Information Agent The Bank of New York Mellon 480 Washington Boulevard 29th Floor, Jersey City, NJ 07310 United States

		1.866.353.4787 (if calling within the United States) or +1.866.353.4787 (if calling from outside the United States)

For legal reasons, none of the Registrar, nor the Depositary will be able to provide advice on the benefits of the Acquisition or the Scheme or the merits of the Acquisition itself or give financial advice or tax advice.

ACTION TO BE TAKEN

MEETINGS TO BE HELD ON 29 November 2010

The Scheme requires approval by Scheme Shareholders at the Court Meeting to be held at Bewley’s Hotel, Central Park, Leopardstown Dublin 18, Ireland, at 11.00 a.m. (Irish Standard Time) on 29 November 2010. In addition to approval at the Court Meeting, implementation of the Scheme also requires various approvals by Trintech Shareholders at an EGM to be held at Bewley’s Hotel, Central Park, Leopardstown Dublin 18, Ireland, at 11.30 a.m. (Irish Standard Time) on 29 November 2010 or, if earlier or later, immediately after the conclusion or adjournment of the Court Meeting. Once effective, the Scheme will be binding on all Trintech Shareholders, including those Scheme Shareholders who did not vote, or who voted against it, at the Court Meeting.

SIGN AND RETURN THE ACCOMPANYING ADS VOTING INSTRUCTION CARD OR FORMS OF PROXY

For Trintech ADS holders:

You are encouraged to sign and return the enclosed ADS Voting Instruction Card as soon as possible and in any event so as to be received by the Depositary at Trintech Group PLC, P.O. Box 8016, Cary, NC 27512-9903 by 5.00 p.m. (United States Eastern Time) on 23 November 2010. Alternatively, you may submit your ADS Voting Instruction Card via telephone by calling the number printed at the top of your ADS Voting Instruction Card or via the Internet by accessing the Depositary’s website at www.proxypush.com/TTPA. To dial in or log in please make sure that you have your ADS Voting Instruction Card available.

It is important that, for the Court Meeting, as many votes as possible are cast (whether in person or by proxy) so that the High Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. You are, therefore, strongly urged to complete, sign and return your ADS Voting Instruction Card as soon as possible.

If you have any questions relating to this document or the completion and return of the ADS Voting Instruction Card, please contact the helpline at the telephone numbers provided on page 13.

For Scheme Shareholders and Trintech Shareholders:

Scheme Shareholders are encouraged to sign and return the enclosed White Form of Proxy for the Court Meeting and Trintech Shareholders are encouraged to sign and return the enclosed Blue Form of Proxy for the EGM as soon as possible and in any event so as to be received by Trintech’s Registrar, Capita Registrars (Ireland) Limited, PO Box 7117, Dublin 2, Ireland (if delivered by post) or to Unit 5, Manor Street Business Park, Manor Street, Dublin 7 Ireland (if delivered by hand), no later than 11.00 a.m. (Irish Standard Time) and 11.30 a.m. (Irish Standard Time), respectively, on 27 November 2010. Your form of proxy may also be returned by this time by fax to +35318102422 or via the internet at www.capitaregistrars.ie. The White Form of Proxy for the Court Meeting (but NOT the Blue Form of Proxy for the EGM) may also be handed to the Chairman of the Court Meeting before the start of the Court Meeting on 29 November 2010 and will still be valid.

The completion and return of the Forms of Proxy either for the Court Meeting or for the EGM will not prevent you from attending and voting at either Meeting (or any adjournment thereof) in person if you wish to do so.

If you have any questions relating to this document or the completion and return of the Forms of Proxy, please contact the helpline at the telephone numbers provided on page 13 of this Scheme Document.

Overseas Shareholders should refer to paragraph 11 in Part III (Explanatory Statement) of this document. Details relating to settlement are included in paragraphs 10 and 12 in Part III (Explanatory Statement) of this document.

RECOMMENDATION

The Directors of Trintech are unanimously recommending that you vote in favour of all resolutions at the Meetings using the ADS Voting Instruction Card or Forms of Proxy (as the case may be) enclosed with this document.

VOTING PROCEDURES

Voting of Trintech Shares Underlying Trintech ADSs pursuant to the Deposit Agreement

Generally. Trintech ADS holders representing Trintech Shares may not vote or attend the Meetings; however, subject to certain limitations set out in the Deposit Agreement, the Depositary has the right to vote all Trintech Shares deposited under the Deposit Agreement. The Depositary, however, is required by the Deposit Agreement to vote the Trintech Shares deposited thereunder in accordance with the instructions of the Trintech ADS holders and is prohibited from exercising voting discretion with respect to such Trintech Shares.

Notice of Meetings. As soon as practicable after receipt from Trintech of the Notice of Court Meeting and the Notice of Extraordinary General Meeting, the Depositary shall mail to the Trintech ADS holders a notification of the Meetings indicating: (a) the date, time and place of each of the Meetings, (b) that each Trintech ADS holder on the close of business on 2 November 2010 will be entitled to instruct the Depositary as to the exercise of voting rights pertaining to the Trintech Shares represented by the Trintech ADSs, and (c) the manner in which such instructions must be given.

Voting of Trintech Shares Underlying Trintech ADSs. Upon the timely receipt of voting instructions from a Trintech ADS holder, the Depositary shall vote or cause to be voted the Trintech Shares represented by the relevant Trintech ADSs in accordance with such instructions.

Voting of Trintech Shares

Voting at the Court Meeting. Voting at the Court Meeting is on a poll (i.e. a written vote). For the Scheme to be approved at the Court Meeting, Scheme Shareholders voting in favour of the Scheme must represent a simple majority (more than 50 per cent.) in number of those Scheme Shareholders present and voting (in person or by proxy) and must also represent three-fourths (75 per cent.) or more in value of the Scheme Shares held by those Scheme Shareholders present and voting (in person or by proxy). All White Forms of Proxy should be completed and returned so as to be received by the Registrar not less than 48 hours before the Court Meeting. If the White Form of Proxy for the Court Meeting is not lodged by the relevant time, it may be handed to the Chairman of the Court Meeting before the start of the Court Meeting.

Voting at the Extraordinary General Meeting. Voting at the Extraordinary General Meeting is by a show of hands unless a poll is duly demanded. Votes may be given either in person or by proxy. Subject to Trintech’s Articles of Association and to any rights or restrictions attached to any class or classes of shares, by a show of hands each Member present (in person or by proxy) and each proxy has one vote, and on a poll each Member shall have one vote for each Trintech Share held by such Member. Where there is a tie, whether by a show of hands or by a poll, the Chairman of the meeting is entitled to cast the deciding vote in addition to any other vote the Chairman may have. A poll may be demanded by (i) the Chairman of the meeting, (ii) at least three Members (present in person or by proxy) entitled to vote at the meeting, (iii) any Member or Members (present in person or by proxy) representing not less than one-tenth of the total voting rights of all the Members entitled to vote at the meeting, or (iv) any Member or Members (present in person or by proxy) holding Shares conferring the right to vote at the meeting and the aggregate capital paid up on which is not less than one-tenth of the total sum paid up on all the Shares which carry the right of voting at the meeting. Under Irish law, an abstention or a vote that is “withheld” will not be counted in the calculation of the proportion of the votes “for” or “against” a proposed resolution.

A majority (more than 50 per cent.) of votes cast is required to pass an ordinary resolution and three-fourths (75 per cent.) or more of the votes cast are required to pass a special resolution. As of 2 November 2010, there were 80 Members entitled to attend and vote at the Extraordinary General Meeting and, therefore, 80

votes on a show of hands (or, if a poll is demanded, 33,866,219 votes) are capable of being cast at the Extraordinary General Meeting. The number of Members entitled to attend and vote at the Extraordinary General Meeting will be equal to the total number of Members as of 11.30 a.m. (Irish Standard Time) on 27 November 2010. The maximum number of votes capable of being cast at the Extraordinary General Meeting will be equal to the total number of Members on a show of hands (or, if a poll is demanded, the number of Trintech Shares in issue) as of 11.30 (Irish Standard Time) on 27 November 2010.

Voting by Proxy. Each proxy which is properly executed and returned to the Registrar will be voted in the manner directed by the Member executing it or, if no directions are given, will be voted (or withheld) at the discretion of the Chairman of the relevant meeting or any other person duly appointed as proxy by the Member. All Forms of Proxy should be completed and returned so as to be received by the Registrar not less than 48 hours before the relevant Meeting.

REVOCATION OF PROXIES

For Trintech ADS holders:

Trintech ADS holders may change their vote at any time before 5.00 p.m. (United States Eastern Time) on 23 November 2010. You may do this by sending a written, dated notice to the Depositary stating that you would like to revoke your voting instructions, which must be received by the Depositary by 5.00 p.m. (United States Eastern Time) on 23 November 2010.

If you desire to send any notice of revocation of your ADS Voting Instruction Card or have questions regarding your ADS Voting Instruction Card after you have returned it to the Depositary, you should contact the Depositary or Information Agent at:

The Bank of New York Mellon

Depositary Receipts Division

101 Barclay Street

22nd Floor

New York, New York

The Bank of New York Mellon

Information Agent

480 Washington Boulevard

29th Floor

Jersey City, NJ 07310

United States

1.866.353.4787 (if calling within the United States), or

+1.866.353.4787 (if calling from outside the United States)

For Scheme Shareholders and Trintech Shareholders:

Scheme Shareholders may change their vote at any time up to 11.00 a.m. (Irish Standard Time) on 27 November 2010 in the case of the White Form of Proxy, and Trintech Shareholders may change their vote at any time up to 11.30 a.m. (Irish Standard Time) on 27 November 2010 in the case of the Blue Form of Proxy for the Extraordinary General Meeting. You may do this in one of three ways. First, you may send a written, dated notice to the Registrar stating that you would like to revoke your proxy. Second, you may complete, sign, date and submit a new Form of Proxy. Third, you may attend the Court Meeting and/or the Extraordinary General Meeting and vote in person. Your attendance alone will not revoke your proxy. If you have instructed a broker to vote your Trintech Shares, you must follow the directions received from your broker relating to changing those instructions.

If you desire to send any notice of revocation of your Forms of Proxy or have questions regarding your Forms of Proxy after you have returned them to the Registrar, you should contact the Registrar at the following address:

Capita Registrars (Ireland) Limited

Unit 5 Manor Street Business Park

Manor Street

Dublin 7

Ireland

Tel.: 01 8102400 (if calling within Ireland) or

Tel.: +353 1 810 2400 (if calling from outside Ireland)

Fax: 01 8102422 (if calling within Ireland) or

Fax: +353 1 810 2422 (if calling from outside Ireland)

HELPLINE

If you are a Trintech ADS holder and have any queries in relation your ADS Voting Instruction Card, please contact Trintech’s Depositary and Information Agent, Bank of New York Mellon at 1.866.353.4787 (if calling within the United States) or at +1.866.353.4787 (if calling from outside the United States). For legal reasons, the Depositary and Information Agent will not be able to provide advice on the merits of the Acquisition itself or give financial advice or tax advice.

If you are a Trintech Shareholder and have any queries in relation to actions to be taken at the Meetings, please contact Trintech’s Registrar, Capita Registrars (Ireland) Limited, on 01 8102400 (if calling within Ireland) or on +353 1 810 2400 (if calling from outside Ireland) between 9.00 a.m. and 5.00 p.m. (Irish Standard Time) on any Business Day. For legal reasons, the Registrar will not be able to provide advice on the merits of the Acquisition itself or give financial advice or tax advice.

PART I—LETTER OF RECOMMENDATION FROM THE BOARD OF TRINTECH

Trintech Group Public Limited Company

(Incorporated and registered in Ireland under the Companies Acts with registered number 148294)


Board:		Registered Office
Cyril P. McGuire (Chairman) R. Paul Byrne Kevin C. Shea Robert M. Wadsworth Trevor D. Sullivan Dr. Jim Mountjoy		Block C, Central Park Leopardstown Dublin 18 Ireland

		2 November 2010

To Trintech Shareholders, Trintech ADS holders and, for information only, to Trintech Optionholders and Holders of purchase rights under the Trintech Employee Share Purchase Plan

RECOMMENDED ACQUISITION OF TRINTECH GROUP PUBLIC LIMITED COMPANY

Dear Trintech Shareholder and Trintech ADS holder,

1.	INTRODUCTION

On 15 October 2010, the Board of Trintech and Cerasus announced that they had reached agreement on the terms of a recommended acquisition of Trintech by Cerasus.

The Acquisition will be effected by way of a scheme of arrangement between Trintech and the Scheme Shareholders under Section 201 of the Act, the terms of which are set out in Part IV (The Scheme of Arrangement) of this document and an explanation of which is given in Part III (Explanatory Statement) of this document. The Acquisition and the Scheme are subject to the Conditions and further terms set out in Part V (Conditions of the Acquisition and the Scheme) of this document. It is anticipated that, subject to the satisfaction or waiver of these conditions, the Acquisition will become effective by 31 December 2010.

I am writing to you to set out the background to the Acquisition and the reasons why the Board of Trintech considers the terms of the Acquisition to be fair to Trintech Shareholders taken as a whole, and is unanimously recommending that Trintech Shareholders vote in favour of the Acquisition and the Scheme.

2.	SUMMARY OF THE TERMS OF THE ACQUISITION

Subject to the conditions and further terms set out in Part V (Conditions of the Acquisition and the Scheme) of this document, under the terms of the Acquisition, Trintech Securityholders will receive:

US$6.60 in cash for each Trintech ADS held by Trintech ADS holders (without interest and less any applicable withholding taxes, and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable); or

US$3.30 in cash for each Trintech Share held by Trintech Shareholders (without interest and less any applicable withholding taxes).

After the Scheme becomes effective, Trintech ADS holders will receive the Consideration to which they are entitled directly from the Depositary. If you wish to receive the Consideration in respect of your Trintech ADSs, you are urged to sign and return the enclosed ADS Voting Instruction Card as soon as possible. If you wish to receive the Consideration in respect of your Trintech Shares, you are urged to sign and return the enclosed Forms of Proxy as soon as possible. You should note that if there is insufficient Scheme Shareholder support for the Scheme at the Court Meeting, the Scheme will not become effective, the Acquisition will not proceed and the cash Consideration of US$6.60 per Trintech ADS will not become payable.

The Acquisition values the entire issued and to be issued share capital of Trintech at approximately US$129.4 million.

The Consideration represents:

•

a premium of approximately 43 per cent over the Closing Price of US$4.63 per Trintech ADS on 20 September 2010, being the last Business Day prior to the commencement of the Offer Period; and

•

a premium of approximately 61 per cent over the average Closing Price of US$4.11 per Trintech ADS over the last 12 months prior to the commencement of the Offer Period.

3.	THE CONDITIONS

The implementation of the Scheme is conditional upon:

•

the Scheme becoming effective by not later than 27 January 2011 or such later date as Cerasus and Trintech may (with, if required, the consent of the Panel) agree and, if required, the High Court may allow, failing which the Scheme will lapse;

•

the approval at the Court Meeting (or any adjournment of the Court Meeting) of a majority in number of Trintech Shareholders, present and voting either in person or by proxy, representing three-fourths (75 per cent.) or more in value of the Trintech Shares held by such holders;

•

the passing of certain resolutions by the Trintech Shareholders in connection with and/or as are required to approve or implement the Scheme at the Extraordinary General Meeting (and as set out in the notice convening the Extraordinary General Meeting);

•

the sanction of the Scheme by the High Court and confirmation of the reduction of capital involved therein by the High Court and the delivery of an office copy of the Court Order and the minute required by Section 75 of the Act to the Registrar of Companies and the registration of such Court Order and minute by the Registrar of Companies; and

•

the Conditions, which are not otherwise identified above and which are set out in full in Part V (Conditions of the Acquisition and the Scheme) of this document, being satisfied or waived on or before the sanction of the Scheme by the High Court pursuant to Section 201 of the Act.

4.	BACKGROUND TO AND REASONS FOR RECOMMENDING THE ACQUISITION

The Trintech Directors have, on an ongoing basis, discussed the long-term strategy of Trintech and strategic opportunities that might be available to enhance shareholder value, including additional investments in new growth opportunities, potential acquisitions and disposal of certain divisions of Trintech. Following an unsolicited approach in November 2009 for its healthcare division, the Trintech Directors worked with William Blair to advise the Trintech Directors on strategies to maximise shareholder value. In March 2010 Trintech signed a definitive agreement for the sale of its healthcare division, Concuity, to The Advisory Board Company for $34.5 million in cash. The sale was successfully completed in April 2010. Following the completion of this transaction, Trintech focused exclusively on its core Financial Governance, Risk Management and Compliance (GRC) business and continued to explore opportunities to enhance shareholder value, including a review of the opportunities that existed for its GRC business.

Following on from this review and targeted enquiries from potential strategic partners, the Trintech Board engaged William Blair to explore potential interest from strategic and financial partners for the GRC business. Upon authorisation from the Trintech Board, beginning in May 2010, William Blair began assembling marketing materials and engaging with a broad range of potential strategic and financial partners regarding a potential acquisition of Trintech’s GRC business. In the ensuing months, Trintech, with the assistance of Wilson Sonsini Goodrich & Rosati, U.S. counsel to Trintech, negotiated and executed confidentiality agreements with a number of these potential buyers.

In June 2010 and July 2010, Trintech conducted management meetings with a number of the potential strategic and financial buyers for the GRC business, following which Trintech received a number of non-binding indications of interest for the GRC business.

During the months of June through September 2010, potential buyers that had submitted a non-binding indication of interest and their respective outside advisors conducted a due diligence on Trintech’s GRC business, which consisted of a review of the information and documentation made available in an electronic virtual data room, supplemental information provided directly, various in-person meetings and conference calls with representatives of Trintech and William Blair.

In July 2010, Trintech received four revised non-binding indications of interest and one additional non-binding indication of interest for its GRC business.

In September 2010, Trintech received three non-binding proposals from the parties that had submitted revised non-binding indications of interest in July 2010, all of which provided for a transaction structured as a purchase of all of the issued and to be issued share capital of Trintech, as opposed to a purchase of all or substantially all of the assets of the GRC business. As a result of the transaction structure requested by these bidders, the Trintech Directors determined that under the Irish Takeover Rules, it would be necessary to contact the Panel and issue a press release pursuant to Rule 2.4 of the Takeover Rules disclosing that Trintech was in negotiations with multiple bidders concerning a potential purchase of all of the issued and to be issued share capital of Trintech. On 21 September 2010, Trintech issued a press release stating that Trintech had received approaches from a number of parties, which may or may not lead to an offer being made for the entire issued and to be issued share capital of Trintech.

In addition, in September 2010, Trintech received an enquiry from a potential financial buyer concerning the acquisition of Trintech’s GRC business, but the potential buyer did not submit a bid for any potential transaction with Trintech.

During September and early October 2010, Trintech engaged in negotiations with three bidders seeking definitive transaction documentation, including Rule 2.5 announcements, transaction agreements, expenses reimbursement agreements and irrevocable undertaking deeds.

On 14 October 2010, Trintech received a definitive offer from Spectrum Equity, pursuant to which Spectrum Equity, through a newly incorporated indirectly wholly owned subsidiary, Cerasus II Limited, agreed, subject to the conditions contained in the definitive offer letter, to acquire the entire issued and to be issued share capital of Trintech for $3.30 in cash per Trintech Share (representing $6.60 in cash per Trintech ADS).

In addition, on 14 October 2010, A&L Goodbody, Irish counsel to Trintech, submitted the draft Expenses Reimbursement Agreement to the Panel for review and approval and on 15 October 2010, the Panel sent a letter to A&L Goodbody stating that it had approved the draft Expenses Reimbursement Agreement.

On 15 October 2010, the Trintech Board held a special meeting at which William Blair delivered its oral opinion, which was subsequently confirmed in writing, to the effect that as of 15 October 2010, and based upon and subject to the factors and assumptions set forth in its written opinion, the $6.60 per Trintech ADS in cash to be paid to the Trintech ADS holders pursuant to the Acquisition (without interest and less any applicable withholding taxes, and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable) was fair from a financial point of view to such holders. At the meeting, representatives of A&L Goodbody summarised the terms of the transaction documentation and advised the Trintech directors on their fiduciary duties in connection with its consideration of the proposed transaction with Spectrum. After deliberation and consideration of the various factors described below in “Reasons for the Acquisition and Recommendation of the Board of Trintech,” the Trintech Directors determined that it was in the best interests of Trintech and its shareholders that Trintech enter into the proposed transaction with Cerasus, and accordingly unanimously approved the Acquisition, the Scheme, the Rule 2.5 Announcement, the Transaction Agreement, the Expenses Reimbursement Agreement, the Irrevocable Undertakings and other related transaction documentation, and resolved to recommend that Trintech Scheme Shareholders vote in favour of the Acquisition in accordance with the applicable provisions of Irish law.

After the meeting of the Board of Trintech adjourned, Trintech and Cerasus finalised the Transaction Agreement and related documents with the assistance of their respective outside advisors and executed and delivered the Transaction Agreement and related transaction documentation.

On 15 October 2010, the parties issued the Rule 2.5 Announcement and a press release announcing the Acquisition.

Reasons for the Acquisition and Recommendation of the Trintech Board

In reaching its determination, the Board of Trintech consulted with its management, as well as its legal and financial advisors, and reviewed among other things (i) historical information concerning Trintech’s business, financial performance and condition, operations, technology and competitive position, (ii) the financial condition, results of operations, businesses and strategic objectives of Trintech, (iii) current financial market conditions and historical market prices, volatility and trading information with respect to Trintech ADSs, (iv) the consideration to be received by holders of Trintech Shares and Trintech ADSs pursuant to the Acquisition, (v) the terms of the Transaction Agreement, Expenses Reimbursement Agreement and related documentation, including the parties’ representations, warranties and covenants, and (vi) possible alternative strategies as well as the prospects of Trintech as a stand-alone company.

In addition, the Trintech Board also considered the following material factors:

•

Characteristics of the trading market for Trintech ADSs, including:

•

historical and current trading prices of Trintech ADSs;

•

the significant ownership concentration among Trintech’s top five shareholders; and

•

the limited trading market and limited liquidity of the trading market for Trintech ADSs.

•

The GRC market in which Trintech competes.

•

The Trintech Board’s review of strategic alternatives available to Trintech.

•

All of the interested parties indicated that they were committed to further extend Trintech’s product set and to continue to develop and support client relationships globally.

•

Cerasus’s financial capability to consummate the Acquisition, including Cerasus representations in the Transaction Agreement and the confirmation by Cerasus’s financial adviser (as required by Rule 2.5(d) and Rule 24.7 of the Irish Takeover Rules) that Cerasus has the financial resources available to it to satisfy the cash consideration under the Offer.

•

The value of the Consideration to be received by Trintech Securityholders in the Acquisition represents a premium of approximately:

•

43 per cent. over the Closing Price of $4.63 per Trintech ADS on 20 September 2010, being the last Business Day prior to the commencement of the Offer Period; and

•

61 per cent. over the average Closing Price of $4.11 per Trintech ADS over the last 12 months prior to the commencement of the Offer Period.

•

The fact that Trintech Securityholders will receive the Consideration in cash, which provides certainty of value to Trintech Securityholders as compared to a transaction in which they would receive stock or other non-cash consideration.

•

The financial analysis performed by William Blair and William Blair’s written opinion to the effect that, as of 15 October 2010, and based upon and subject to the factors and assumptions set forth therein, the $6.60 per Trintech ADS (representing $3.30 per Trintech Share) to be received by the Trintech Securityholders in cash pursuant to the Acquisition (without interest and less any applicable withholding taxes, and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable) was fair from a financial point of view to Trintech Securityholders.

•

The terms and conditions of the Acquisition, including:

•

the Conditions to the closing of the Acquisition and the likelihood of their being satisfied; and

•

the Trintech Board’s belief that the expenses reimbursement payment to be made to Cerasus in the circumstances set forth in the Expenses Reimbursement Agreement would not be likely to preclude another party from making a superior acquisition proposal.

In the course of its deliberations, the Trintech Board also considered a variety of risks and other countervailing factors with respect to the Acquisition, including:

•

Trintech may incur significant risks and costs if the Acquisition does not close, including the diversion of management and employee attention during the period after the signing of the Transaction Agreement, potential employee attrition and the potential effect on Trintech’s business and customer relations.

•

Under the terms of the Transaction Agreement, Trintech must conduct its business in the ordinary course and is subject to a variety of other restrictions on the conduct of its business prior to completion of the Acquisition, which may delay or prevent Trintech from undertaking business opportunities that may arise.

•

The Transaction Agreement precludes Trintech from actively soliciting alternative acquisition proposals.

•

The fact that Trintech will no longer exist as an independent, publicly-traded company and that Trintech Securityholders will no longer benefit from the future financial performance or any appreciation in the value of Trintech.

•

The risk that the Acquisition might not be completed due to failure to satisfy the Conditions, some of which are outside of Trintech’s control.

•

If the Acquisition is not completed, the potential adverse effect of the public announcement of the Acquisition on Trintech’s business, including its customer and partner relationships, Trintech’s ability to attract and retain key personnel and Trintech’s overall competitive position.

•

The fact that gains from an all-cash transaction will be taxable to Trintech Securityholders for US federal income tax purposes and that Trintech Securityholders resident in Ireland will be subject to Irish capital gains tax (in the case of individuals) or Irish corporation tax on chargeable gains (in the case of companies) to the extent that the proceeds realised from such disposition exceed the base cost of their shareholding.

The foregoing discussion of the factors considered by the Trintech Board is not intended to be exhaustive, but does set forth the material factors considered by the Trintech Board in evaluating the Acquisition. The Trintech Board collectively reached the unanimous conclusion to approve the Acquisition in light of the various factors described above and other factors that each member of the Trintech Board deemed relevant. In view of the wide variety of factors considered by the members of the Trintech Board in connection with their evaluation of the Acquisition and the complexity of these matters, the Trintech Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The Trintech Board made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Based on its evaluation of the above factors, and having been advised by William Blair that the transaction is fair from a financial point of view, the Trintech Board unanimously recommends that Trintech Securityholders vote in favour of the Acquisition.

5.	EFFECTS OF THE ACQUISITION

If the Scheme is implemented at the Effective Time, the Scheme Shares will be cancelled pursuant to Sections 72 and 74 of the Act or transferred to Cerasus. Trintech will then issue New Trintech Shares to Cerasus in place of the Cancellation Shares, and Cerasus will pay the Consideration to former Scheme Shareholders in consideration for the Acquisition. As a result of the Scheme, Trintech will become a wholly owned subsidiary of Cerasus and cease to exist as a separate publicly-owned company. It is intended that, subject to and following the Scheme becoming effective and subject to applicable requirements of NASDAQ, Cerasus will procure that Trintech applies for cancellation of the quotation of Trintech ADSs on NASDAQ. The last day of dealing in Trintech ADSs on NASDAQ is currently expected to be the last Business Day before the Effective Date. After this time, price quotations for Trintech ADSs will no longer be available and Trintech will cease filing periodic reports under the Exchange Act. If the Scheme becomes effective, no dividend will be paid to Trintech ADS holders or Trintech Shareholders in respect of the current Trintech financial year. In addition Trintech intends to terminate the deposit agreement through which the ADS programme operates.

Trintech’s Business and Assets

Following the Effective Date, Cerasus has confirmed that it intends to continue to run the core business of Trintech substantially as it has been run to date. Over time, Cerasus currently anticipates assisting management in evaluating a number of strategic initiatives, including expanding market presence within the XBRL software sector, increasing Trintech’s partner distribution channels, and expanding Trintech’s international business.

The Irish office of the Trintech Group currently employs approximately five people who are responsible for executive management including the management of strategy and operations across all Trintech’s businesses, and who are also engaged in the Trintech Group’s financial reporting, treasury and company secretarial functions. As a result of the Acquisition, some restructuring and adaptation of these functions may take place, which may result in a reduction in the number of people employed at the Irish office or the closure of the Irish office.

Cerasus itself has no other current intentions to change the major locations of Trintech’s places of business or to re-deploy Trintech’s fixed assets and no other proposals currently exist to change materially the conditions of employment of Trintech’s employees.

Trintech’s Employees

The Cerasus Board confirms that where management and employees of Trintech have existing employment rights, including pension rights under applicable laws, those rights will be fully safeguarded following the Scheme becoming effective.

Trintech’s Directors and Officers

Upon the Scheme becoming effective, each Trintech Director intends to resign from the Board of Trintech. Upon the Scheme becoming effective, one or more of the Cerasus Directors or the Spectrum Equity Investors Directors will be appointed to the Board of Trintech.

Pursuant to the Transaction Agreement, Cerasus and Trintech have agreed to certain indemnification rights in favour of each of the former and present directors and officers of Trintech, as described in the description of the Transaction Agreement in paragraph 8 of Part I (Letter of Recommendation from the Board of Trintech) of this Scheme Document.

Trintech’s Views

Following consideration of the information referred to above, the Board of Trintech views positively the commitment of Cerasus to the business and its assets and its intentions to continue to run the core business substantially as it has been run to date. Whilst the Board acknowledges that as a result of the Acquisition,

some restructuring and adaptation of the Company’s Irish functions may take place, which may result in a reduction in the number of people employed at the Irish office or the closure of the Irish office, the Board does not believe that such reductions or closure will have a material impact on the business of the Trintech Group overall. In addition, the Board of Trintech is pleased to note that Cerasus agrees to fully safeguard the existing employment rights of employees of Trintech, the vast majority of whom are not located at the Company’s Irish office.

6.	IRREVOCABLE UNDERTAKINGS

The summary of the material provisions of the Irrevocable Undertakings below and elsewhere in this document is qualified in its entirety by reference to the Form of Irrevocable Undertaking of Trintech Directors, a copy of which is attached to this document as Annex C.

Cerasus has received irrevocable undertakings from each of the Trintech Directors to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Extraordinary General Meeting in respect of all of their beneficial shareholdings of Trintech Shares (and, where applicable, of their connected persons) amounting in aggregate to 4,076,962 Trintech ADSs (representing 8,153,924 Trintech Shares) representing approximately 24.1 per cent. of the existing issued share capital of Trintech.

These irrevocable undertakings will cease to be binding if:

•

The Scheme Document is not posted within the timeframe required by the Takeover Rules or such later time or date as Cerasus and the Company may in writing agree with Panel consent (if required);

•

an announcement is made pursuant to Rule 2.5 of the Takeover Rules on or before the date of the Court Meeting in respect of an offer made by a Non-Participating Third Party for the entire issued and to be issued share capital of the Company and pursuant to the terms of such Non-Participating Third Party competing offer Trintech Shareholders are entitled to receive or elect to receive consideration exceeding $6.60 per Trintech ADS (US$3.30 per Trintech Share) and Cerasus does not make a definitive revised offer to the Company within 96 hours of such announcement which would provide equal or superior financial value to the Trintech Shareholders in comparison to the Non-Participating Third Party competing offer;

•

the Scheme is not implemented, or lapses or is withdrawn and no new, revised or replacement Scheme (or takeover offer) at a price per Trintech ADS equal to or higher than $6.60 per Trintech ADS is announced by Cerasus in accordance with the Takeover Rules at the same time or within 96 hours of the lapse or withdrawal;

•

Cerasus announces, with the consent of any relevant authority (if required) and before the Scheme Document is posted, that it does not intend to proceed with the Scheme and no new, revised or replacement Scheme (or takeover offer as the case may be), at a price per Trintech ADS equal to or higher than $6.60 per Trintech ADS is announced by Cerasus in accordance with the Takeover Rules at the same time or within 96 hours of the initial announcement; or

•

if the Resolutions are not passed at the Extraordinary General Meeting or the Court Meeting, in circumstances where (i) the Company has complied in all material respects with its obligations pursuant to the Transaction Agreement and (ii) the Trintech Directors have complied in all material respects with the terms of their irrevocable undertakings.

These irrevocable undertakings will remain binding in case of a competing offer from anyone other than a Non-Participating Third Party or in the event of a switch to a Takeover Offer.

7.	EXPENSES REIMBURSEMENT AGREEMENT

The summary of the material provisions of the Expenses Reimbursement Agreement below and elsewhere in this document is qualified in its entirety by reference to the Expenses Reimbursement Agreement, a copy of which is attached to this document as Annex B.

Trintech has entered into the Expenses Reimbursement Agreement dated 15 October 2010 with Cerasus, the terms of which have been approved by the Panel. Under the Expenses Reimbursement Agreement, Trintech has agreed to pay specific, quantifiable third party costs and expenses incurred by Cerasus in connection with the Acquisition in the circumstances outlined below. The liability of Trintech to pay these amounts is limited to a maximum amount equal to equal to 1 per cent. of the total value of the entire issued share capital (excluding, for the avoidance of doubt, any interest in such share capital of Trintech (including in the form of Trintech ADSs) held by the Cerasus) as ascribed by the terms of the Acquisition and exclusive of any value added tax payable, to the extent it is recoverable by Cerasus. The circumstances in which such payment will be made include:

(a)

the Trintech Board withdraws, adversely modifies or qualifies its recommendation to Trintech Shareholders or Trintech ADS holders to vote in favour of the Scheme (to include any public announcement by Trintech of a recommendation or intention to recommend a competing offer); or

(b)

prior to the Scheme being withdrawn by Trintech or lapsing in accordance with its terms or in accordance with the terms of the Transaction Agreement, a competing offer is announced (under Rule 2.4 or 2.5 of the Takeover Rules) and subsequently made and that competing offer or a competing offer in which that competing party is interested or participates subsequently becomes effective or unconditional within 12 months of such lapse or withdrawal.

Each of the Trintech Board and William Blair has respectively confirmed in writing to the Panel that in the opinion of the Trintech Board and William Blair, in the context of the Acquisition, the Expenses Reimbursement Agreement is in the best interests of Trintech and Trintech Shareholders.

8.	TRANSACTION AGREEMENT

The summary of the material provisions of the Transaction Agreement below and elsewhere in this document is qualified in its entirety by reference to the Transaction Agreement, a copy of which is attached to this document as Annex A.

Trintech and Cerasus entered into a Transaction Agreement dated 15 October 2010 which contains, among other things, certain obligations and commitments in relation to the implementation of the Scheme and the conduct of Trintech’s business until the Effective Time.

Under the terms of the Transaction Agreement, each of Trintech and Cerasus agree to, amongst other things (i) take such steps as are necessary, proper or advisable, and provide each other with such cooperation and assistance as may reasonably be requested of it, to implement the Acquisition and the Scheme; (ii) afford such cooperation as may reasonably be requested of it for the purposes of preparing documents for the Acquisition and the Scheme; and (iii) use its reasonable efforts to achieve satisfaction of all the Conditions as soon as practicable.

Conduct of Business

Under the Transaction Agreement, Trintech has agreed that, at all times from the execution of the Transaction Agreement until the earlier of (i) the Effective Time (ii) the date, if any, on which the Scheme or Takeover Offer (as the case may be) lapses or is withdrawn or Cerasus otherwise announces or determines that it will not proceed with the Acquisition (whether by Scheme or Takeover Offer) and (iii) the date on which the Transaction Agreement is terminated in accordance with its terms, Trintech shall (and shall use all reasonable efforts to cause each member of the Trintech Group to), except (x) as may be expressly required elsewhere in the Transaction Agreement or as required by law or regulation or by agreements in effect on the date of the Transaction Agreement by the Scheme; (y) in the ordinary course of business; or (z) to the extent that Cerasus has given its prior written consent, such consent not to be unreasonably withheld, conditioned or delayed to (i) conduct its business in the ordinary course of business and in compliance in all material respects with all applicable laws and regulations and to use all reasonable efforts to preserve substantially intact its business and goodwill; (ii) keep available the services of its executive officers and key employees and preserve the relationships with those persons having business

dealings with Trintech; and (iii) maintain the Trintech Group’s cash management policies in existence on the date of the Transaction Agreement and not engage in any intercompany transactions, except to the extent that Cerasus has given its prior written consent.

Furthermore, Trintech agreed, save as disclosed (as defined in the Rule 2.5 Announcement), except (x) as may be expressly required elsewhere in the Transaction Agreement or as required by law or regulation or by agreements in effect on the date of the Transaction Agreement by the Scheme; (y) in the ordinary course of business; or (z) to the extent that Cerasus has given its prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, not to take a number actions (and to cause every member of the Trintech Group not to take such actions) as detailed in the Transaction Agreement

Non-Solicitation

Under the Transaction Agreement, subject to any actions which Trintech is required to take so as to comply with the requirements of the Takeover Rules, during the period commencing on the date of the Transaction Agreement and ending on the earlier of (i) the date set forth in clause 9.1.1 of the Transaction Agreement, (ii) the date on which the Transaction Agreement is terminated in accordance with its terms and (iii) the date on which the Scheme is withdrawn by Trintech in accordance with its terms or lapses or becomes effective (the “Non-Solicitation Period”); Trintech agrees that neither it nor any of its Subsidiaries shall and Trintech shall not authorise or permit its Representatives to:

•

directly or indirectly, solicit or initiate any discussions with, or enquiries or proposals from, any person other than Cerasus, any associate of Cerasus or any person Acting in Concert with Cerasus in respect of or in connection with a Third Party Transaction Proposal;

•

make available any non-public information relating to Trintech and/or its assets and/or its business and/or any subsidiary of Trintech in respect of or in connection with a Third Party Transaction Proposal other than to Cerasus, any Associate of Cerasus or any person Acting in Concert with Cerasus provided that nothing in the Transaction Agreement shall prevent Trintech from complying with its obligations under Rule 20.2 of the Takeover Rules; or

•

enter into any expenses reimbursement or similar agreement or any inducement fee agreement of any nature, except with a Non-Participating Third Party.

Trintech also agrees, subject to the Takeover Rules to:

•

promptly advise Cerasus orally, with written confirmation to follow within one Business Day, of (i) receipt of any Third Party Transaction Proposal or any request for non-public information in connection with any Third Party Transaction Proposal from any person, and (ii) the material terms and conditions of any such Third Party Transaction Proposal (but not, for the avoidance of doubt, the identity of the person making any such Third Party Transaction Proposal);

•

keep Cerasus reasonably informed, on a reasonably current basis, of the status and material terms and conditions (including updating Cerasus of any material change to such terms within one Business Day of Trintech receiving or becoming aware of such change) of any such Third Party Transaction Proposal from any person; and

•

provide to Cerasus as soon as practicable after receipt or delivery thereof copies of any proposals received by Trintech with respect to such Third Party Transaction Proposal (redacted as appropriate) from any person and any draft or final version of any acquisition agreement relating to such Third Party Transaction Proposal.

For the avoidance of doubt and notwithstanding any other term of the Transaction Agreement, nothing in the Transaction Agreement shall preclude, restrict or hinder Trintech or any of its Subsidiaries or any of their respective Representatives from considering, and engaging with any third party with respect to (including providing any non-public information to such third party) any unsolicited offers/proposals of a Third Party

Transaction Proposal but only if and only to the extent that the Board has determined, in good faith after consultation with its outside legal counsel and its financial advisors, that, to do otherwise, would reasonably be expected to result in a breach of the fiduciary duties of the Board or a failure to comply with the Takeover Rules.

Matching Right

Trintech also agrees that:

•

Cerasus may amend the terms of the Acquisition at any time and from time to time (subject to the Takeover Rules), save that such terms and conditions of the Acquisition (including the price per Trintech ADS and price per Trintech Share) shall always be equal to or better than those contained in the Rule 2.5 Announcement or as otherwise provided for in the Transaction Agreement;

•

if the Trintech Board (or a duly authorised committee thereof) considers that any Third Party Transaction Proposal constitutes a Superior Proposal, it shall (in addition to its obligations described under Non-Solicitation above) confirm to Cerasus in writing (a “Superior Proposal Notice”) forthwith that such Third Party Transaction Proposal constitutes a Superior Proposal and, unless such details are already in the public domain by virtue of a third party or Trintech announcing such details, provide the material details of such Third Party Transaction Proposal that led the Trintech Board (or a duly authorised committee thereof) to determine that it constitutes a Superior Proposal (in particular the offer price and material conditions of the Superior Proposal);

•

the Trintech Board (or a duly authorised committee thereof) shall not recommend, or agree to recommend, any Third Party Transaction Proposal, withdraw, qualify or adversely modify the recommendation of the Acquisition, withdraw the Scheme, postpone or adjourn either of the EGM or the Court Meeting unless it has served a Superior Proposal Notice on Cerasus and thereafter Cerasus: (i) notifies Trintech that it is not willing to make a Revised Acquisition; or (ii) fails, within 72 hours of receiving the Superior Proposal Notice, to make a Revised Acquisition pursuant to Rule 2.5 of the Takeover Rules;

•

if Cerasus, within 72 hours of receiving the Superior Proposal Notice, makes a Revised Acquisition pursuant to Rule 2.5 of the Takeover Rules, the Trintech Board (or a duly authorised committee thereof) shall make an unqualified recommendation of the Revised Acquisition to Trintech Shareholders and Cerasus shall be entitled to refer to such recommendation in any such announcement and the Trintech Board (or a duly authorised committee thereof) shall not recommend the Superior Proposal nor agree to pay any reimbursement of fees in relation to such Superior Proposal.

Indemnification and Insurance

Cerasus has agreed to use all reasonable efforts to ensure that all rights to indemnification, advancement of expenses or exculpation now existing in favour of, and all limitations on the personal liability of each present and former director or officer of Trintech and/or its Subsidiaries provided for in their respective constitutional or organisational documents and in indemnification agreements to which Trintech and/or its subsidiaries is a party, in effect as of the date of Transaction Agreement, will continue for six years after the Effective Date, and that during such period, Cerasus will not amend, repeal or otherwise modify such provisions in any manner that would adversely affect the rights thereunder of any individual who at any time prior to the Effective Date was a director or officer of Trintech and/or any of its subsidiaries in respect of actions or omissions occurring at or prior to the Effective Date, unless required by law. In any event, for any claim asserted or made either prior to the Effective Date or within such six year period, all rights to indemnification in respect of any such claim will continue until disposition of the claim.

In addition, the Transaction Agreement generally provides that prior to the Effective Date Trintech will to the fullest extent permitted by law (and, after the Effective Date, Cerasus will cause Trintech) to indemnify each present and former director or officer, of Trintech and/or its subsidiaries and their respective heirs and representatives against all costs and expenses, judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether

arising before or after the Effective Date) arising out of or pertaining to any action or omission in their capacities as directors, officers, employees, fiduciaries or agents, occurring at or before the Effective Date. Furthermore, the Transaction Agreement provides that at or prior to the Effective Date, Trintech will purchase a “tail” directors’ and officers’ liability insurance policy for its directors and officers, which will provide them with coverage for six years following the Effective Date of not less than the existing coverage under, and have other terms not materially less favourable on the whole, than the directors’ and officers’ liability insurance coverage presently maintained by Trintech.

Termination of the Transaction Agreement

Either Trintech or Cerasus may terminate the Transaction Agreement at or prior to the Effective Time of the Scheme if:

•

the Resolutions are not duly passed (and, for the avoidance of doubt, if either of the EGM or the Court Meeting is adjourned, the date that a particular Resolution is put to Trintech Shareholders will for this purpose, be the date of the reconvened meeting at which the vote on that Resolution is actually held); or

•

the Conditions are not satisfied or waived by 11.59 p.m. Dublin time on 27 January 2011 or such later date as the Parties may agree to in writing subject to the consent of the Panel and/or the High Court (in each case, if required); provided that the right to terminate the Transaction Agreement shall not be available to any Party whose breach of any obligation under the Transaction Agreement has been the cause of, or resulted in, the failure of the Conditions to be satisfied by such date and time; or

•

the High Court declines or refuses to sanction the Scheme, unless both Parties agree that the decision of the High Court shall be appealed; or

•

any of the circumstances set out in clause 1.2 of the Expenses Reimbursement Agreement occurs.

The foregoing summary of the Transaction Agreement is qualified by reference to the complete text of the Transaction Agreement, which is attached to this document as Annex A

9.	TRINTECH SHARE OPTION PLANS AND TRINTECH EMPLOYEE SHARE PURCHASE PLAN

Trintech Share Option Plans

The rules of the Trintech Share Option Plans provide that on a takeover of Trintech all unvested Trintech Options may be accelerated and Trintech Optionholders may be required to exercise outstanding Trintech Options within such time and subject to such conditions as the Trintech Options Committee shall determine. In accordance with the rules of the Trintech Share Option Plans it is intended the Trintech Options Committee shall determine that:

•

subject to and conditional upon the Scheme becoming effective, all unvested Trintech Options shall accelerate so that they become vested and exercisable; and

•

all Trintech Options must be exercised (by straightforward exercise or by exercise conditional upon the Scheme becoming effective) on or before the Options Deadline and any Trintech Options not so exercised at or before the Options Deadline shall automatically lapse at the Effective Time.

Where Trintech Options are already vested and exercisable, Trintech Shares (as evidenced by Trintech ADSs as appropriate) issued on the exercise of Trintech Options before the Options Deadline shall constitute Scheme Shares and shall participate in the Scheme.

Trintech Share as under the Scheme. These Trintech Optionholders will exercise their Trintech Options using a cashless exercise facility (under which they will undertake to pay Trintech the exercise price for their Trintech Options and direct that such undertaking will be satisfied out of the proceeds of sale of their Option Shares).

Communications will be sent to Trintech Optionholders explaining the implications of the Scheme for them.

Trintech Employee Share Purchase Plan

In accordance with the rules of the Trintech Employee Share Purchase Plan, the Board of Trintech shall pass a resolution determining that subject to and conditional on the Scheme becoming effective the current offering period under the Trintech Employee Share Purchase Plan shall be terminated on the Effective Date and all purchase rights currently outstanding under that plan shall be automatically exercised at the Effective Date. Any resulting Trintech Shares (as evidenced by Trintech ADSs as appropriate) shall be acquired by Cerasus under the amendments to the Trintech Articles to be proposed at the EGM for the same price per Trintech ADS or Trintech Share as under the Scheme.

Communications will be sent to participants in the Trintech Employee Share Purchase Plan explaining the implications of the Scheme for them.

10.

ACTION TO BE TAKEN

Your attention is drawn to the summary of the action to be taken on pages 14 to 17 of this document.

11.

FURTHER INFORMATION

Your attention is drawn to the information set out in the rest of this document. You are advised to read this document in its entirety and not to rely solely on the information in this Part I (Letter of Recommendation from the Board of Trintech).

12.

PROFIT FORECAST

Your attention is also drawn to the Profit Forecast contained in Part VII (Financial Information Relating to Trintech). The Profit Forecast was published by Trintech on 3 March 2010 in respect of the fiscal year ending on 31 January 2011 and has been reproduced and reported on in this document in accordance with Rule 28.6(b) of the Takeover Rules.

13.	ADDITIONAL INFORMATION ON TRINTECH

Trintech is a leading global provider of integrated financial governance, risk management and compliance (GRC) software solutions for commercial, financial and healthcare markets. Trintech’s Unity Financial GRC Software Suite provides a production platform for the automation and control of critical financial processes in the office of finance. Trintech’s recognised expertise in reconciliation process management, financial data aggregation, financial close and reporting, risk management and compliance enables customers to gain greater visibility and control over their financial processes leading to better overall business performance.

Over 570 organisations are realising the benefits of Trintech’s configurable and highly scalable solutions every day to: improve performance through stronger management of the revenue cycle and disbursements; ensure the accuracy and integrity of financial data; identify and reduce transaction risk; improve the quality and timelines of financial reporting, and strengthen internal controls to support compliance requirements.

The Company has a customer base of 50,000 users in more than 570 industry leading organisations, including 48% of the Fortune 50 and 22% of the Fortune 500 companies and represents the market leaders in over 17 different industries. Trintech’s customers include retail chains, commercial companies, financial institutions and healthcare providers in the United States, the UK and Ireland, continental Europe and Australia.

For the financial year ended 31 January 2010, Trintech reported revenues from continuing operations of $32.5 million and generated profit before taxation from continuing operations of $2.7 million. Trintech reported total assets of $56.8 million and shareholders equity of $40.9 million as at 31 January 2010.

Trintech is headquartered in Dublin, Ireland, and its principal executive address there is Trintech Group PLC, Block C, Central Park, Leopardstown, Dublin 18, Ireland. Trintech Shareholders and Trintech ADS holders may contact Trintech at +353 1 2939840 or on the World Wide Web at www.trintech.com.

Trintech ADSs, each of which represents two Trintech Shares deposited with the Depositary pursuant to the Deposit Agreement, have been traded in the United States on NASDAQ since September 1999. Trintech ADSs are traded on NASDAQ under the symbol “TTPA”.

14.

RECOMMENDATION

The Board of Trintech, which has been so advised by William Blair, considers the terms of the Acquisition to be fair. In providing its advice, William Blair has taken into account the commercial assessments of the Board of Trintech. In forming its view, the Board of Trintech considered the written opinion of William Blair, dated as of 15 October 2010 that, as of such date and based upon and subject to the qualifications, limitations and assumptions stated in its opinion, from a financial point of view, the Consideration to be offered to Trintech Securityholders pursuant to the Acquisition is fair to such Trintech Securityholders. Accordingly, the Board of Trintech unanimously recommends to Trintech Securityholders to vote in favour of the Acquisition and the Scheme. The members of the Board of Trintech have irrevocably undertaken to vote in favour of the Acquisition and the Scheme in respect of their own beneficial holdings, amounting to 4,076,962 Trintech ADSs (representing 8,153,924 Trintech Shares) which represent approximately 24.1 per cent. of the existing issued share capital of Trintech.

Yours faithfully,

LOGO

Cyril P. McGuire

Chairman and Chief Executive Officer

PART II—LETTER FROM CERASUS II LIMITED

(Incorporated and registered in Ireland under the Companies Acts 1963-2009 under number 490172)

To Trintech Securityholders, and for information only, the Trintech Optionholders and the holders of purchase rights under the Trintech Employee Share Purchase Plan

RECOMMENDED ACQUISITION FOR CASH BY CERASUS OF THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF TRINTECH GROUP PLC

Dear Securityholder,

1.	BACKGROUND TO AND REASONS FOR THE ACQUISITION

On 15 October 2010 the Cerasus Board and Trintech Board announced that they have reached agreement on the terms of a recommended acquisition for cash by Cerasus of the entire issued and to be issued share capital of Trintech at a price of US$6.60 per Trintech ADS (representing US$3.30 per Trintech Share).

Cerasus believes that the Acquisition represents a compelling opportunity for Trintech Securityholders to realise their investment in Trintech at a fair price. Cerasus also believes that the Acquisition represents an attractive investment opportunity for Cerasus in the financial reporting software industry.

Cerasus recognises the significant achievements of the current management team. Cerasus’s intention is to support Trintech in implementing its growth strategy in its core markets and it believes that this next stage of Trintech’s development would be best achieved under private ownership.

2.	INFORMATION ON CERASUS

Cerasus was incorporated in Ireland on 13 October 2010 under the Companies Acts as a private limited company (registered number 490172) and was formed at the direction of Spectrum Equity Associates V, L.P., the general partner of Spectrum Equity Investors V, L.P., for the purpose of implementing the Acquisition. Cerasus is a wholly owned subsidiary of Spectrum Cayman, which is itself controlled by Spectrum Equity Associates V, L.P. the general partner of Spectrum Equity Investors V, L.P. The directors of Cerasus are Stephen O’Donnell, Christopher T. Mitchell and Adam J. Margolin.

3.	INFORMATION ON SPECTRUM EQUITY

Spectrum Equity was founded in 1994 and has raised five private equity investment funds representing approximately $4 billion of committed capital from institutional investors, including public and private pension funds, university endowments, and large financial institutions. Based in Boston, Massachusetts and Menlo Park, California, Spectrum Equity’s investment activity is focused on minority and majority investments in growth companies operating in the information and business services, media, and communications industries.

In recent years Spectrum has been an active investor in companies which help customers identify, quantify and mitigate risk exposures—including RiskMetrics Group, Seisint, and World-Check—and in software, data processing and information service providers such as Ancestry.com, iPay Technologies, Passport Health Communications and SurveyMonkey.

4.	THE CONSIDERATION

Under the terms of the Acquisition, Trintech Securityholders are entitled to receive:

US$6.60 in cash for each Trintech ADS held by Trintech ADS holders (without interest and less any applicable withholding taxes, and ADS cancellation fees of up to US$0.05 per Trintech ADS, if applicable); or

US$3.30 in cash for each Trintech Share held by Trintech Shareholders (without interest and less any applicable withholding taxes).

The Consideration values the entire issued and to be issued share capital of Trintech at approximately US$129.4 million.

The Consideration represents:

•

a premium of approximately 43 per cent. over the Closing Price of US$4.63 per Trintech ADS on 20 September 2010, being the last Business Day prior to the commencement of the Offer Period; and

•

a premium of approximately 61 per cent. over the average Closing Price of US$4.11 per Trintech ADS over the last 12 months prior to the commencement of the Offer Period.

5.	FINANCING OF THE ACQUISITION

The cash payable to Trintech Shareholders under the terms of the Acquisition will be financed out of a combination of existing cash resources in Spectrum Equity Investors V, L.P., Spectrum V Investment Managers’ Fund, L.P. and debt made available to Cerasus by Wells Fargo Capital Finance, LLC and Trintech Group Finance Limited.

Debt Financing

In order to fund the Acquisition Cerasus has entered into the following two facility agreements:

•

Wells Fargo senior facility agreement dated 14 October 2010 between (1) Cerasus II Limited as borrower and (2) Wells Fargo Capital Finance, LLC as agent, arranger and issuing bank in a total sum of US$27 million (the “Senior Facility Agreement”); and

•

Trintech loan agreement dated 15 October 2010 (as amended on 2 November 2010) between (1) Cerasus II Limited as borrower and (2) Trintech Group Finance Limited as lender in a total sum of up to US$47 million (the “Trintech Loan Agreement”).

The Senior Facility Agreement has a term of five years and is being provided for the purpose in paying part of the Consideration of the Acquisition. Following consummation of the Acquisition and, to the extent applicable, completion of certain statutory procedures in Ireland, the lenders under the Senior Facility Agreement will benefit from security over the shares of Trintech issued in connection with re-registering Trintech as a private limited company and over substantially all of the assets of Trintech and its material subsidiaries. The ability of the borrower to repay the Senior Facility Agreement will depend on the performance of the businesses of Trintech and its subsidiaries. The Senior Facility Agreement documents contain certain customary representations and warranties, ongoing conditions, affirmative and negative covenants, financial covenants and events of default. Additionally, the initial drawdown under the Senior Facility Agreement is subject to certain representations being true in all material respects and there being no major default continuing or occurring as a result of the drawdown. The initial drawdown under the Senior Facility Agreement is also conditional on, among other things, the Scheme becoming effective.

The Trintech Loan Agreement is described in paragraph 7 of Part VIII (Material Contracts) of this document.

Equity Financing

Cerasus will fund the balance of the consideration with approximately US$52.5 million of equity financing. 99.53 per cent of Cerasus’s equity financing will be funded from Spectrum Equity Investors V, L.P. private equity fund. 0.47 per cent of Cerasus’s equity financing will be funded from Spectrum V Investment Managers’ Fund, L.P. a co-investment fund owned and controlled by the Spectrum Equity Investor Directors.

The maximum cash payment for the Acquisition is approximately US$126 million which is comprised of (i) approximately US$112 million for the current issued share capital (ii) approximately US$9.5 million for vested Trintech Options and (iii) approximately US$4.5 million for unvested Trintech Options. Outstanding unvested Trintech Options will only be exercised conditionally on the Scheme becoming effective. Any unvested Trintech Options that are exercised and that are in the money before the Options Deadline will receive the Consideration per Trintech Share pursuant to the Scheme, less the exercise price of the Trintech Option. Goodbody Corporate Finance is satisfied that the necessary financial resources are available to Cerasus and Spectrum Equity Investors to satisfy in full the Consideration payable to Trintech Securityholders under the terms of the Acquisition.

6.	DIRECTORS, MANAGEMENT, EMPLOYEES AND TRINTECH’S BUSINESS

Following the Effective Date, Cerasus intends to continue to run the core business of Trintech substantially as it has been run to date. Over time, Cerasus currently anticipates assisting management in evaluating a number of strategic initiatives, including expanding market presence within the XBRL software sector, increasing Trintech’s partner distribution channels, and expanding Trintech’s international business.

Pursuant to the Transaction Agreement, Cerasus and Trintech have agreed to certain indemnification rights in favour of each of the former and present directors and officers of Trintech, as described in paragraph 8 of Part I (Letter of Recommendation from the Board of Trintech) of this document.

The Cerasus Board confirm that where management and employees of Trintech have existing employment rights, including pension rights under applicable laws, those rights will be fully safeguarded following the Scheme becoming effective.

Cerasus intends to enter into discussions with members of the senior management of Trintech, in due course, regarding their potential continuing involvement in the on-going business of Trintech. There are no agreements or arrangements between Cerasus and any member of the senior management and no such agreements or arrangements with any member of the senior management will be entered into at the current time and there will be no further discussions prior to the Effective Date. The Acquisition is accordingly not conditional on Cerasus reaching agreement with any members of the senior management.

The Irish office of the Trintech Group currently employs approximately five people who are responsible for executive management including the management of strategy and operations across all the Trintech Group’s businesses, and who are also engaged in Trintech Group’s financial reporting, treasury and company secretarial functions. As a result of the Acquisition, some restructuring and adaptation of these functions may take place, which may result in a reduction in the number of people employed at the Irish office or the closure of the Irish office.

Cerasus has no other current intentions to change the major locations of Trintech’s places of business or to re-deploy Trintech’s fixed assets and no other proposals currently exist to change materially the conditions of employment of Trintech’s employees.

7.	TRINTECH SHARE OPTION PLANS

Cerasus will make appropriate proposals to Trintech Optionholders. Communications will be sent to Trintech Optionholders and participants in the Trintech Employee Share Purchase Plan explaining the implications of the Scheme for them.

Your attention is drawn to the information set out paragraph 9 of Part I (Letter of Recommendation from the Board of Trintech).

8.	UNDERTAKINGS TO VOTE IN FAVOUR OF THE ACQUISITION AND THE SCHEME

These irrevocable undertakings will cease to be binding if:

•

The Scheme Document is not posted within the timeframe required by the Takeover Rules or such later time or date as Cerasus and the Company may in writing agree with Panel consent (if required);

•

These irrevocable undertakings will remain binding in case of a competing offer from anyone other than a Non-Participating Third Party or in the event of a switch to a Takeover Offer.

9.	PAYMENT OF SCHEME CONSIDERATION

Upon completion of the Scheme, settlement of the Consideration to which any Scheme Shareholder is entitled under the Acquisition will be effected within 14 days of the Effective Date. Full details of arrangements in connection with the payment of the Consideration are set out at paragraphs 10 and 12 of Part III (Explanatory Statement) of this document.

10.

ACTION TO BE TAKEN

Your attention is drawn to the summary of the action to be taken on pages 14 to 17 of this document.

11.

FURTHER INFORMATION

Your attention is drawn to the information set out in the rest of this document. You are advised to read this document in its entirety.

Yours faithfully,

LOGO

Christopher T Mitchell

Director

PART III—EXPLANATORY STATEMENT

(IN COMPLIANCE WITH SECTION 202 OF THE ACT)

To Trintech Shareholders, Trintech ADS holders and, for information only, to Trintech Optionholders and Holders of purchase rights under the Trintech Employee Share Purchase Plan

RECOMMENDED ACQUISITION FOR CASH OF TRINTECH GROUP PLC

1.	INTRODUCTION

On 15 October 2010, the Board of Trintech and the Board of Cerasus announced that they had reached agreement on the terms of a recommended acquisition for cash of the entire issued and to be issued share capital of Trintech by Cerasus by way of a Scheme of Arrangement under Section 201 of the Act.

Your attention is drawn to the letter of recommendation from the Board of Trintech in Part I (Letter of Recommendation from the Board of Trintech) of this document, which sets forth the reasons why the directors of Trintech, who have been advised by William Blair, consider the terms of the Acquisition to be fair to Trintech Shareholders and ADS holders taken as a whole and why the Board of Trintech unanimously recommends that all Trintech Shareholders and ADS holders vote in favour of the Acquisition and the Scheme at both the Court Meeting and the EGM, as the directors of Trintech intend to do in respect of their own beneficial holdings of Trintech Shares, which represent, approximately 24.1 per cent. of the existing issued share capital of Trintech. In providing its advice to the directors of Trintech William Blair has taken into account the commercial assessments of the Trintech Directors.

2.	THE ACQUISITION

The Acquisition is to be effected by way of a Scheme of Arrangement between Trintech and the Scheme Shareholders under Section 201 of the Act. The Scheme is set out in full in Part IV (The Scheme of Arrangement) of this document. Under the terms of the Scheme, Cerasus will pay the Consideration to Scheme Shareholders in consideration for the cancellation of their Cancellation Shares and/or the transfer to Cerasus of their Transfer Shares.

If the Scheme is implemented on the Effective Time, all Cancellation Shares will be cancelled pursuant to Sections 72 and 74 of the Act and all Transfer Shares will be transferred to Cerasus in accordance with the Scheme. Trintech will then issue New Trintech Shares to Cerasus in place of the Cancellation Shares and Cerasus will pay the Consideration to former Scheme Shareholders in consideration for the Acquisition. After the Scheme becomes effective, Trintech ADS holders will receive that proportion of the Consideration to which they are entitled directly from the Depositary. As a result of the Scheme, Trintech will become a wholly-owned subsidiary of Cerasus.

The Scheme will require approval by Scheme Shareholders at the Court Meeting, approval by Trintech Shareholders at the EGM and the sanction of the High Court at the Court Hearing. The Court Meeting and the EGM and the nature of the approvals required to be given at the Meetings are described in more detail in paragraph 4 below. All Trintech Shareholders (but not Trintech ADS holders) are entitled to be represented by counsel or a solicitor (at their own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

The Acquisition is subject to a number of Conditions (summarised in paragraph 3 below and set out in full in Part V (Conditions of the Acquisition and the Scheme) of this document). The Acquisition can only become effective if the Conditions of the Acquisition have been satisfied or waived on or before the Effective Date in accordance with their respective terms. The Scheme will become effective upon the delivery to the Registrar of Companies of an office copy of the Court Order together with the minute required by Section 75 of the Act and registration of such Court Order by the Registrar of Companies, which, subject to the sanction of the Scheme by the High Court, is expected to occur by 31 December 2010.

3.	THE CONDITIONS

The Acquisition is conditional on, amongst other things, the Scheme becoming effective. The Conditions of the Acquisition and the Scheme are set out in full in Part V (Conditions of the Acquisition and the Scheme) of this document. The implementation of the Scheme is conditional upon:

•

4.	CONSENTS AND MEETINGS

The Scheme is subject to the approval by Scheme Shareholders at the Court Meeting as more fully described in paragraph 4.1 of this Part III (Explanatory Statement) and its implementation will also require various approvals of Trintech Shareholders at the separate EGM, as more fully described in paragraph 4.2 of this Part III (Explanatory Statement), both of which will be held at Bewley’s Hotel, Central Park, Leopardstown Dublin 18, Ireland on 29 November 2010. The Court Meeting will start at 11.00 a.m. (Irish Standard Time) and the EGM will start at 11.30 a.m. (Irish Standard Time) (or, if earlier or later, as soon thereafter as the Court Meeting is concluded or adjourned) on that date. The Court Meeting is being held at the direction of the High Court to seek the approval of the Scheme by Scheme Shareholders. The EGM is being convened to enable the directors of Trintech to implement the Scheme and to amend the Trintech Articles, as described below.

Notices of both the Court Meeting and the EGM are set out in Part X (Notice of Court Meeting) and Part XI (Notice of Extraordinary General Meeting of Trintech Group Public Limited Company), respectively, of this document. Entitlement to attend and vote at each Meeting and the number of votes which may be cast at each Meeting will be determined by reference to the Register of Members of Trintech at the Voting Record Time.

As of the Latest Practicable Date, 33,866,219 Trintech Shares were issued and outstanding and there were 80 registered members whose names were registered in the Register of Members of the Company.

4.1

Court Meeting

The Court Meeting has been convened for 11.00 a.m. (Irish Standard Time) on 29 November to enable Scheme Shareholders to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and not a show of hands and each holder of Scheme Shares who is present (in person or by proxy) will be entitled to one vote for each Scheme Share held for the purposes of sub-paragraph (b) below. In order to conduct business at the Court Meeting a quorum

must be present. The presence (either in person or by proxy) of three persons entitled to vote at such meeting and together holding not less than one-third (33¹/3 per cent.) of the Trintech Shares in issue, each being a holder of Trintech Shares, a proxy for a holder of Trintech Shares or a duly authorised representative of a corporate holder of Trintech Shares, will constitute a quorum for the transaction of business at the Court Meeting. The approval required at the Court Meeting is that those voting to approve the Scheme must:

(a)

represent a simple majority (more than 50 per cent.) in number of those Scheme Shareholders present and voting in person or by proxy; and

(b)

also represent three-fourths (75 per cent.) or more in value of the Scheme Shares held by those Scheme Shareholders present and voting (in person or by proxy).

It is important that as many votes as possible are cast at the Court Meeting so that the resolution approving the Scheme can be passed and that the High Court may be satisfied that there is a fair representation of Scheme Shareholder opinion when it is considering whether to sanction the Scheme. If you are the registered holder of any Trintech ADSs, you are strongly urged to complete and return your ADS Voting Instruction Card as soon as possible. If you are the registered holder of any Scheme Shares, you are strongly urged to complete and return your White Form of Proxy for the Court Meeting as soon as possible.

4.2

Extraordinary General Meeting

In addition, the EGM has been convened for 11.30 am (Irish Standard Time) on 29 November (or, if earlier or later, as soon thereafter as the Court Meeting is concluded or adjourned). A quorum must be present in order to conduct any business at the EGM. Trintech’s Articles provide that the presence at the EGM (either in person or by proxy) of three persons entitled to vote at such meeting and together holding not less than one-third (33¹/3 per cent.) of the Trintech Shares in issue, each being a holder of Trintech Shares, a proxy for a holder of Trintech Shares, or a duly authorised representative of a corporate holder of Trintech Shares, constitutes a quorum for the transaction of business. At the EGM, the Trintech Shareholders will consider and, if thought fit, pass the following resolutions (which in the case of special resolutions requires a vote in favour of not less than three-fourths (75 per cent.) of the votes cast and in the case of ordinary resolutions requires a majority (more than 50 per cent.) of the votes cast):

Resolution 1—Ordinary Resolution

To approve the Scheme and to authorise the directors of Trintech to take such action as they consider necessary or appropriate to carry the Scheme into effect.

Resolution 2—Special Resolution

To approve the cancellation of the Cancellation Shares.

Resolution 3—Ordinary Resolution

To authorise the directors of Trintech to issue relevant securities pursuant to Section 20 of the Companies (Amendment) Act 1983 and to apply the reserve in the books arising upon the cancellation described above in paying up in full at par New Trintech Shares.

Resolution 4—Special Resolution

To amend the Trintech Articles to ensure that any Trintech Shares issued under the Trintech Share Option Plans or the Trintech Employee Share Purchase Plan, or otherwise between the Voting Record Time and 5.00 p.m. (US Eastern Time) on the last Business Day before the date on which the Court Order is made will be subject to the Scheme. It is also proposed to amend the Trintech Articles so that

any Trintech Shares issued to any person (other than Cerasus) after 5.00 p.m. (US Eastern Time) on the Business Day before the date on which the Court Order is made will become transferable to Cerasus on the same terms as under the Scheme (i.e. the person will receive US$3.30 in cash for each Trintech Share issued to them and acquired by Cerasus).

These amendments are designed to avoid any person (other than Cerasus) being left with Trintech Shares after dealings in Trintech Shares have ceased on NASDAQ (which is currently expected to occur at the close of business (US Eastern Time) on the Business Day before the Effective Time). Resolution 4, set out in the notice of EGM in Part XI (Notice of Extraordinary General Meeting of Trintech Group Public Limited Company) of this document, seeks the approval of Trintech Shareholders for such amendments.

Resolution 5—Ordinary Resolution

To approve a proposal to adjourn the EGM, if necessary, to solicit additional proxies in favour of approval of the resolutions to be considered at the EGM. Trintech is submitting a proposal for consideration at the EGM to authorise the Chairman of the EGM to approve one or more adjournments of the EGM if there are not sufficient votes to approve the resolutions to be considered at the EGM at the time of the EGM. Even though a quorum may be present at the EGM, it is possible that Trintech may not have received sufficient votes to approve the resolutions to be considered at the EGM by the time of the EGM. In that event, Trintech would determine to adjourn the EGM in order to solicit additional proxies. The adjournment proposal relates only to an adjournment of the EGM for purposes of soliciting additional proxies to obtain the requisite Trintech Shareholder approval to approve the resolutions to be considered at the EGM. Any other adjournment of the EGM (e.g., an adjournment required because of the absence of a quorum) would be voted upon pursuant to the discretionary authority granted by the proxy. To approve the adjournment proposal, a majority of the outstanding Trintech Shares present or represented at the EGM and entitled to vote, which includes abstentions, must vote in favour of the proposal.

4.3

Court Hearing

Subject to the approval of the resolutions proposed at the Meetings, the Court Hearing will take place on or about 17 December 2010. Each Trintech Shareholder (but not a Trintech ADS holder) is entitled to be represented by counsel or a solicitor (at their own expense) at the Court Hearing to support or oppose the sanctioning of the Scheme.

4.4

Form of ADS Voting Instruction Card and Forms of Proxy

Trintech ADS holders are strongly urged to complete and return their ADS Voting Instruction Card as soon as possible and, in any event, no later than 5.00 p.m. (United States Eastern Time) on 23 November 2010. If the Depositary does not receive your ADS Voting Instruction Card by such date, the Depositary will not vote your Trintech ADSs.

Scheme Shareholders and Trintech Shareholders have been sent a White Form of Proxy for the Court Meeting and a Blue Form of Proxy for the EGM, respectively. Scheme Shareholders and Trintech Shareholders are strongly urged to complete and return their Forms of Proxy, as soon as possible and, in any event, no later than 11.00 a.m. (Irish Standard Time) on 27 November 2010 in the case of the White Form of Proxy for the Court Meeting and 11.30 a.m. (Irish Standard Time) on 27 November 2010 in the case of the Blue Form of Proxy for the EGM. The White Form of Proxy for the Court Meeting (but NOT the Blue Form of Proxy for the EGM) may also be handed to the Chairman of the Court Meeting before the start of the Court Meeting on 29 November 2010 and will still be valid.

4.5

Abstentions and Broker Non-Votes

Your broker will be permitted to vote your Trintech ADSs or Trintech Shares only if you instruct your broker how to vote. If you are a Trintech Shareholder (but not a Trintech ADS holder) and have

previously provided your broker with absolute discretion to vote at all times on Trintech Shareholder votes, then your broker will be able to vote your Trintech Shares unless you instruct your broker otherwise. If your broker does not have absolute discretion to vote on your behalf, or you are a Trintech ADS holder and you wish to instruct your broker to vote on your behalf, you should follow the procedures provided by your broker regarding the voting of your Trintech ADSs or Trintech Shares. If your broker does not have absolute discretion and you do not provide instructions to your broker to vote in favour of the Scheme, your Trintech ADSs or Trintech Shares (as the case may be) will not be voted, which will increase the likelihood of the Scheme being defeated and the Acquisition not proceeding.

5.	STRUCTURE OF THE SCHEME

It is proposed that, under the Scheme, the Cancellation Shares will be cancelled pursuant to Sections 72 and 74 of the Act and all Transfer Shares will be transferred to Cerasus. New Trintech Shares will be issued to Cerasus (and/or its nominee(s)) by the capitalisation of the reserve arising from the cancellation of the Cancellation Shares. As a result of these arrangements, Trintech will become a wholly-owned subsidiary of Cerasus.

Trintech Shareholders who are subject to the Scheme will receive the Consideration. Trintech Shares issued after 5.00 p.m. (US Eastern Time) on the Business Day before the date on which the Court Order is made will not be subject to the Scheme. Accordingly, it is proposed that the Trintech Articles be amended so that Trintech Shares issued after 5.00 p.m. (US Eastern Time) on the Business Day before the date on which the Court Order is made (other than to Cerasus) will be automatically transferred to Cerasus on the same terms as under the Scheme.

It is expected that the Scheme will become effective and that the Acquisition will be completed by 31 December 2010. The Scheme can only become effective if all the Conditions to which the Scheme is subject have been satisfied or waived by no later than 27 January 2011 or such later date (if any) as Trintech and Cerasus may, with (if required) the consent of the Panel, agree and (if required) the High Court may allow. The Scheme will become effective upon an official copy of the Court Order together with the minute approved by the High Court in respect of the capital reduction being registered by the Registrar of Companies and the issue of a certificate of registration of the Court Order. Once the Scheme becomes effective, its terms will be binding on all Trintech Shareholders, irrespective of whether they attended the Court Meeting and irrespective of the manner in which they voted.

6.	BOARD, MANAGEMENT AND EMPLOYEES

Upon the Scheme becoming effective, each of the Trintech Directors intend to resign from the Board of Trintech. Upon the Scheme becoming effective, one or more of the Cerasus Directors or the Spectrum Equity Investors Directors will be appointed to the Board of Trintech.

Pursuant to the Transaction Agreement, Cerasus and Trintech have agreed to certain indemnification rights in favour of each of the former and present directors and officers of Trintech, as described in paragraph 8 of Part I (Letter of Recommendation from the Board of Trintech) of this document.

The Cerasus Board has also confirmed that where management and employees of Trintech have existing employment rights, including pension rights under applicable laws, those rights will be fully safeguarded following the Scheme becoming effective.

Cerasus has indicated that it intends to enter into discussions with members of the senior management of Trintech, in due course, regarding their potential continuing involvement in the on-going business of Trintech. There are no agreements or arrangements between Cerasus and any member of the senior management and no such agreements or arrangements with any member of the senior management will be entered into at the current time and there will be no further discussions prior to the Effective Date. The Acquisition is accordingly not conditional on Cerasus reaching agreement with any members of the senior management.

7.	TRINTECH SHARE OPTION PLANS AND TRINTECH EMPLOYEE SHARE PURCHASE PLAN

Trintech Share Option Plans

•

subject to and conditional upon the Scheme becoming effective, all unvested Trintech Options shall accelerate so that they become vested and exercisable; and

•

Where Trintech Options are exercised conditionally on the Scheme becoming effective the resulting Trintech Shares (as evidenced by Trintech ADSs as appropriate) shall be acquired by Cerasus under the amendments to the Trintech Articles to be proposed at the EGM for the same price per Trintech ADS or Trintech Share as under the Scheme. These Trintech Optionholders will exercise their Trintech Options using a cashless exercise facility (under which they will undertake to pay Trintech the exercise price for their Trintech Options and direct that such undertaking will be satisfied out of the proceeds of sale of their Option Shares).

Communications will be sent to Trintech Optionholders explaining the implications of the Scheme for them.

Trintech Employee Share Purchase Plan

In accordance with the rules of the Trintech Employee Share Purchase Plan, the Board of Trintech shall pass a resolution determining that subject to and conditional on the Scheme becoming effective the current offering period under the Trintech Employee Share Purchase Plan shall be terminated on the Effective Date and all purchase rights currently outstanding under that plan shall be automatically exercised at the Effective Date. Any resulting Trintech Shares issued (as evidenced by Trintech ADSs as appropriate) shall be acquired by Cerasus under the amendments to the Trintech Articles to be proposed at the EGM for the same price per Trintech ADS or Trintech Share as under the Scheme.

Communications will be sent to participants in the Trintech Employee Share Purchase Plan explaining the implications of the Scheme for them.

8.	THE TRINTECH DIRECTORS AND THE EFFECT OF THE SCHEME ON THEIR INTERESTS

8.1

Interests Held by Directors

The effect of the Scheme on the interests of the Trintech Directors does not differ from its effect on the like interests of other persons, except as disclosed in this paragraph 8. There are no agreements or arrangements between Cerasus and senior management and no such agreements or arrangements with senior management will be entered into at the current time and there will be no further discussions prior to the Effective Time. The Acquisition is accordingly not conditional on Cerasus reaching agreement with senior management.

The names of the Trintech Directors are listed below. The address of each person listed in the table below is c/o Trintech Group Plc, Block C, Central Park, Leopardstown, Dublin 18, Ireland.


Name		Title
Cyril P. McGuire		Chairman, Chief Executive Officer and Director
R. Paul Byrne		President and Director
Kevin C. Shea		Non-Executive Director
Robert M. Wadsworth		Non-Executive Director
Trevor D. Sullivan		Non-Executive Director
Dr. Jim Mountjoy		Non-Executive Director

The interests of Trintech Directors in the share capital of Trintech and in the Trintech Share Option Plans are set out in paragraph 6.2 of Part VIII (Additional Information) of this document. All securities of Trintech purchased or sold within the last 12 months, the dates on which they were purchased or sold and the amount purchased or sold on each date are set out in paragraph 6.3 of Part VIII (Additional Information) of this document.

Trintech Options held by Trintech Directors under the Trintech Share Option Plans will be treated in a similar manner to all other Trintech Optionholders (including the vesting of all unvested options in connection with the Scheme), as set out in paragraph 7 of this Part III (Explanatory Statement).

Trintech Directors holding unexercised Trintech Options which are exercised as of the Effective Date will receive cash payments for the Option Shares sold to Cerasus upon the consummation of the Scheme in the approximate amounts (before withholding for applicable taxes) indicated in the following table:


Name	Title	Number of Trintech Options		Weighted Average Trintech Option Exercise Price (US$)		Approximate Trintech Option Settlement Amount (US$)
Cyril P. McGuire	Chairman and Chief Executive Officer and Director		204,167		3.441431		644,876
R. Paul Byrne	President and Director		567,294		3.906043		1,528,266
Kevin C Shea	Non-Executive Director		155,000		3.244194		520,150
Robert M. Wadsworth	Non-Executive Director		140,000		3.116071		487,750
Trevor D. Sullivan	Non-Executive Director		140,000		3.116071		487,750
Dr. Jim Mountjoy	Non-Executive Director		164,000		3.479329		511,790

Total			1,370,461		n/a		4,180,582

8.2

Insurance and Indemnification of Trintech’s Officers and Directors

In connection with the Acquisition, the officers and directors of Trintech will be entitled to certain indemnification rights,, advancement of expenses and director’s and officers’ liability insurance that will survive completion of the Acquisition, as described in paragraph 8 of part I of this document (Letter from the Chairman of Trintech).

9.	TAXATION

Your attention is drawn to paragraphs 9 and 10 of Part VIII (Additional Information) of this document, headed “Irish Taxation” and “US Federal Income Tax Consequences,” respectively. If you are in any doubt as to your own tax position, or if you require more detailed information or if you are subject to taxation in any jurisdiction other than Ireland or the United States, you should consult an independent financial advisor immediately.

10.

SETTLEMENT, LISTING AND DEALINGS

If the Scheme is approved by the High Court, a request will be made to cancel the quotation of Trintech ADSs on NASDAQ. The last day of dealings in Trintech ADSs on NASDAQ is currently expected to be the last Business Day before the Effective Date.

No transfers of Trintech Shares (other than transfers to Cerasus) will be registered after the Scheme Record Time. At the Effective Time, share certificates in respect of Trintech Shares will cease to be of value and should, if so requested by Trintech or its agents, be sent to Trintech for cancellation.

10.1

Consideration

Subject to the Acquisition becoming effective, settlement of the Consideration to which any Trintech Shareholder is entitled under the Scheme will be despatched within 14 days of the Effective Date by ordinary post (or by such other manner as the Panel may approve). Such cash payments will be made in US dollars by cheque.

Details in respect of the settlement of the Consideration to which any Trintech ADS holder is entitled are set out in paragraph 12 of this Part III (Explanatory Statement).

Trintech ADS holders and Trintech Shareholders at the Scheme Record Time will receive their relevant proportion of the Consideration in US dollars. All payments will be rounded down to the nearest whole US cent and will be reduced by the amount of any withholding taxes and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable.

Cerasus has confirmed that, except with the consent of the Panel, any payment to which a Trintech Shareholder is entitled to receive from Cerasus will be implemented in full without regard to any lien, right of set-off, counter claim or other analogous right to which Cerasus may be, or claim to be, entitled against such Trintech Shareholder.

All documents and remittances sent to Trintech ADS holders or Trintech Shareholders (or in accordance with their directions) will be despatched at their own risk.

Trintech ADS holders should read paragraph 12 of this Part III (Explanatory Statement), which contains further important information which is relevant to them.

10.2

Certain Effects of the Scheme

If the Scheme becomes effective, Trintech will become a wholly owned subsidiary of Cerasus and Trintech Securityholders will not have an opportunity to continue their equity interest in Trintech as an ongoing corporation and, therefore, will not have the opportunity to share in its future earnings, dividends or growth, if any.

11.

OVERSEAS SHAREHOLDERS

As regards Overseas Shareholders, the Acquisition may be affected by the laws of the relevant jurisdictions. Such Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction.

This document has been prepared for the purposes of complying with the laws of Ireland and the United States and the Takeover Rules and the rules of the Securities and Exchange Commission, respectively (to the extent applicable), and the information disclosed may be different from that which would have been

disclosed if this document had been prepared in accordance with the laws of jurisdictions outside Ireland and the United States.

Overseas Shareholders are encouraged to consult their local tax advisor.

12.

TREATMENT OF TRINTECH ADSs

Each Trintech ADS represents two Trintech Shares. The Bank of New York Mellon, as Depositary, holds the Trintech Shares underlying the Trintech ADSs. Accordingly, the Depositary, as a Trintech Shareholder, will, be entitled to US$3.30 for every Trintech Share held by it at the Scheme Record Time.

As soon as practicable after the Effective Date, the Trintech Shares underlying the Trintech ADSs will be cancelled and the American Depositary Receipts evidencing the Trintech ADSs will be required to be surrendered to the Depositary in order for the holders thereof to receive their entitlements under the Scheme (without interest and less any withholding taxes and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable). Trintech ADS holders will receive their relevant proportion of the Consideration (without interest and less any withholding taxes and ADS cancellation fees of up to $0.05 per Trintech ADS, if applicable) in US dollars. All payments will be rounded down to the nearest whole US cent. Trintech ADS holders, who hold their Trintech ADSs in certificated form, will need to surrender their certificates to the Depositary prior to receiving their proportion of the Consideration. When you are required to return your Trintech ADS certificates, you will be notified.

All cheques shall be sent to Trintech ADS holders at their own risk and will be sent by post either to the holder’s address as set out on the register of Trintech ADS holders at the Scheme Record Time or to such other address of the holder as is notified as a change in writing by Trintech ADS holders to the Depositary prior to the Effective Date and in the case of joint holders, to the holder whose name stands first in such register in respect of the joint holdings concerned.

It should be noted Trintech ADSs holders will not be entitled to attend the Meetings or to be represented at the Court Hearing. The Depositary will vote in accordance with the instructions it receives from Trintech ADS holders. Details of how Trintech ADS holders can instruct the Depositary to vote are contained in the enclosed ADS Voting Instruction Card. It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the High Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. You are, therefore, strongly urged to sign and return the ADS Voting Instruction Card to the Depositary as soon as possible to ensure that the Depositary represents your Trintech ADSs at the Meetings.

Trintech ADSs holders who wish to attend the Court Meeting and/or the EGM or to be present at the Court Hearing should take steps to present their Trintech ADSs to the Depositary for cancellation and delivery of Trintech Shares so as to become holders of record of Trintech Shares prior to the relevant Voting Record Time for the Court Meeting or the EGM or prior to the Court Hearing (as the case may be). The date for the Court Meeting and the EGM is 29 November 2010. If Trintech ADS holders wish to attend the Court Meeting and/or the EGM, they must present their Trintech ADSs to the Depositary for cancellation as early as possible, although, regardless of the time of such presentation, no guarantee can be given by the Depositary that it will be able to procure that the relevant Trintech ADS holder becomes a holder of record of Trintech Shares in time for the relevant Meetings or the Court Hearing. Subject to the approval of the resolutions proposed at the Meetings, the Court Hearing will take place on or about 17 December 2010.

13.

ACTION TO BE TAKEN

Your attention is drawn to the summary of the action to be taken on pages 14 to 17 of this document.

14.

FURTHER INFORMATION

Your attention is drawn to the conditions and further terms of the Acquisition set out in the remaining parts of this document, all of which form part of this document.

PART IV—THE SCHEME OF ARRANGEMENT

THE HIGH COURT

IN THE MATTER OF TRINTECH GROUP PUBLIC LIMITED COMPANY

AND IN THE MATTER OF THE COMPANIES ACTS 1963 TO 2009

SCHEME OF ARRANGEMENT

(UNDER SECTION 201 OF THE COMPANIES ACT 1963)

BETWEEN

TRINTECH GROUP PUBLIC LIMITED COMPANY

AND

THE HOLDERS OF THE SCHEME SHARES

(AS HEREINAFTER DEFINED)

PRELIMINARY

(A)	In this Scheme, unless inconsistent with the subject or context, the following expressions bear the following meanings:

“Act”, the Companies Act 1963 of Ireland, as amended;

“Business Day”, any day other than a Saturday, Sunday or public holiday in Ireland or the State of New York;

“Cancellation Record Time”, 5.00 p.m. (US Eastern Time) on the Business Day before the High Court hearing to sanction the Scheme;

“Cancellation Shares”,

(i)

the Trintech Shares in issue at the date of the Circular;

(ii)

any Trintech Shares issued after the date of the Circular and before the Voting Record Time; and

(iii)

any Trintech Shares issued at or after the Voting Record Time and before the Cancellation Record Time on terms that the Holder thereof shall be bound by the Scheme, or in respect of which the original or any subsequent Holder thereof agrees in writing to be bound by the Scheme;

but excluding the Transfer Shares and the Designated Shares;

“Cerasus”, Cerasus II Limited a company incorporated in Ireland under number 490172;

“Circular”, the document dated 2 November 2010 sent to Trintech Shareholders (and for information only, to Trintech Optionholders and holders of purchase rights under the Trintech Employee Share Purchase Plan) of which this Scheme forms part;

“Consideration”, the cash consideration of US$3.30 per Trintech Share payable to Scheme Shareholders for each Trintech Share cancelled or transferred pursuant to the Scheme or such other cash consideration (which may only be higher than US$3.30 per Trintech Share) which may be agreed by Cerasus and the Trintech Directors as may be approved or imposed by the High Court or the Panel (to the extent required in each case);

“Court Meeting”, the meeting or meetings of the Scheme Shareholders (and any adjournment thereof) convened by order of the High Court pursuant to Section 201 of the Act to consider and, if thought fit, approve the Scheme (with or without amendment);

“Court Order”, the order or orders of the High Court sanctioning the Scheme under Section 201 of the Act and confirming the reduction of share capital which forms part of it under Sections 72 and 74 of the Act;

“Designated Shares”, means the seven Trintech Shares to be held by nominees appointed by Cerasus on behalf of Cerasus, in each case from a date prior to the date on which the Court Meeting is held;

“Effective Date”, the date on which this Scheme becomes effective in accordance with its terms;

“Extraordinary General Meeting” or “EGM”, the extraordinary general meeting of the Trintech Shareholders to be convened in connection with the Scheme, expected to be held on the same day as the Court Meeting (and any adjournment thereof);

“Forms of Proxy”, the White form of proxy for the Court Meeting, and the Blue form of proxy for the EGM, as the context may require;

“High Court”, the High Court of Ireland;

“Holder”, in relation to any Trintech Share, the Member whose name is entered in the Register of Members as the holder of the Share and “Joint Holders” shall mean the Members whose names are entered in the Register of Members as the joint holders of the Trintech Share, and includes any person(s) entitled by transmission;

“Irish Standard Time”, Irish Standard Time as set out in the Standard Time (Amendment) Act 1971 and the Summer Time Act 1925;

“Member”, a member of the Company on its Register of Members at any relevant date;

“New Trintech Shares”, the Trintech Shares to be issued credited as fully paid up to Cerasus and/or its nominees pursuant to the Scheme;

“Panel” means the Irish Takeover Panel a public company formed under the Irish Takeover Panel Act 1997 (as amended);

“Reduction of Capital”, the reduction of the issued share capital of the Company by the cancellation of the Cancellation Shares to be effected as part of the Scheme as referred to in Clause 1.1 of this Scheme;

“Register of Members”, the register of members maintained by the Company pursuant to the Act;

“Registrar”, the Registrar of Companies in Dublin, Ireland;

“Restricted Jurisdiction”, any jurisdiction in respect of which it would be unlawful for the Circular or the related Forms of Proxy to be released, published or distributed, in whole or in part, including for the avoidance of doubt, Canada, South Africa, Australia and Japan;

“Restricted Overseas Shareholder”, a Shareholder (including an individual, partnership, unincorporated syndicate, limited liability company, unincorporated organisation, trust, trustee, executor, administrator or other legal representative) in, or resident in, or any Shareholder whom Trintech believes to be in, or resident in, a Restricted Jurisdiction;

“Scheme” or “Scheme of Arrangement”, the proposed scheme of arrangement under Section 201 of the Act and the capital reduction under Sections 72 and 74 of the Act with or subject to any modifications, additions or conditions approved or imposed by the High Court and agreed by Cerasus and Trintech;

“Scheme Record Time”, 5.00 p.m. (US Eastern time) on the last Business Day before the Effective Date;

“Scheme Shareholder”, a Holder of Scheme Shares;

“Scheme Shares”, the Cancellation Shares and the Transfer Shares;

“Transfer Shares”, the Trintech Shares issued at or after the Cancellation Record Time and at or before the Scheme Record Time excluding, for the avoidance of doubt, the Designated Shares;

“Trintech” or the “Company”, Trintech Group Plc incorporated in Ireland with registered number 148294;

“Trintech ADS”, American Depositary Shares each representing two Trintech Shares;

“Trintech Directors”, the directors of Trintech from time to time;

“Trintech Optionholders”, the holders of Trintech Options;

“Trintech Options”, options to subscribe for Trintech Shares (as evidenced by Trintech American Depositary Shares as appropriate) pursuant to the Trintech Share Option Plans;

“Trintech Share” or “Trintech Shares”, ordinary shares of US$0.0027 each in the share capital of the Company;

“Trintech Shareholders” or “Shareholders”, holders of Trintech Shares;

“Trintech Share Option Plans”, the Trintech Group Limited Share Option 1997 Scheme, the Trintech Group plc Directors and Consultants Share Option Scheme, the Trintech Group plc Share Option Plan 2007 and the Trintech Group plc Share Option Plan for Directors and Consultants 2007;

“US” or “United States”, the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other territory subject to its jurisdiction;

“US$”, United States dollars; and

“US Eastern Time”, United States Eastern Standard Time as observed in the US;

“Voting Record Time”, 11.00 a.m. (Irish Standard Time) on the Business Day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 48 hours before the time set for any such adjourned meeting.

(B)	The authorised share capital of the Company at the date of this Scheme is US$297,000 divided into 100,000,000 Trintech Shares and 10,000,000 Series B Preference Shares of US$0.0027 each. As at the date hereof, 33,866,219 Trintech Shares have been issued and are credited as fully paid.

(C)

Cerasus has agreed to appear by counsel on the hearing of the petition to sanction this Scheme and to submit thereto. Cerasus undertakes to the High Court to be bound by and to execute and do and procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to this Scheme.

THE SCHEME

1.	Cancellation of the Cancellation Shares

1.1	Pursuant to sections 72 and 201 of the Act and Article 47 of the Articles of Association of the Company, the issued share capital of the Company shall be reduced by cancelling and extinguishing all of the Cancellation Shares without thereby reducing the authorised share capital of the Company.

1.2	Forthwith and contingently upon the Reduction of Capital referred to in Clause 1.1 taking effect:

1.2.1

the issued share capital of the Company shall be increased to its former amount by the allotment of such number of New Trintech Shares as shall be equal to the number of Cancellation Shares, with each such New Trintech Share having the same rights as the Cancellation Shares so cancelled; and

1.2.2

the reserve arising in the Company’s books of account as a result of the said Reduction of Capital shall be capitalised and applied in paying up in full at par the New Trintech Shares allotted pursuant to Clause 1.2.1, which shall be allotted and issued credited as fully paid to Cerasus and/or its nominee(s) (to hold on bare trust for Cerasus).

1.3	Such New Trintech Shares shall be allotted and issued to Cerasus and/or its nominee(s) (to hold on bare trust for Cerasus) credited as fully paid and free from all liens, charges, encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever.

2.	Acquisition of Transfer Shares

Contingently upon and immediately following the cancellation of the Cancellation Shares becoming effective in accordance with the terms of this Scheme, the allotment of the New Trintech Shares referred to in Clause 1.2.1 of this Scheme and the registration of such New Trintech Shares in the name of Cerasus and/or its nominee(s) (to hold on bare trust for Cerasus), Cerasus shall automatically, and without any further action required, acquire the Transfer Shares (including the legal and beneficial interest therein) of each Holder appearing in the Register of Members at the Scheme Record Time as the Holder of Transfer Shares fully paid, free from all liens, equities, charges, encumbrances and other interests and together with all and any rights at the date of this Scheme or thereafter attached thereto including voting rights and the right to receive and retain in full all dividends and other distributions declared, paid or made thereon, on the Effective Date.

3.	Consideration for the Cancellation Shares, the Transfer Shares and the allotment of the New Trintech Shares

3.1

In consideration for the cancellation of the Cancellation Shares pursuant to Clause 1.1, the transfer of the Transfer Shares pursuant to Clause 2 and the allotment and issue of the New Trintech Shares as provided in Clause 1.2, Cerasus shall pay the Consideration to each Holder appearing in the Register of Members at the Scheme Record Time as the Holder of Scheme Shares in accordance with the provisions of Clause 4 below.

3.2	Neither Cerasus nor the Company shall be liable to any Scheme Shareholder for any cash payment, dividend or distribution with respect to Scheme Shares delivered to a public official in compliance with any abandoned property, escheat or law permitting attachment of money or property or similar law.

4.	Settlement of Consideration

4.1

Not later than 14 days after the Effective Date, Cerasus shall deliver or procure the delivery to the persons entitled thereto, or otherwise as they may direct, cheques for the Consideration payable to them in accordance with Clause 3.1 payment otherwise in accordance with any dividend mandate in place pursuant to Clause 4.4. All payments shall be made in US dollars ($).

4.2

All deliveries of cheques required to be made pursuant to this Scheme shall be effected by sending the same through the post in prepaid envelopes addressed to the persons entitled thereto at their respective registered addresses as appearing in the Register of Members at the Scheme Record Time (or, in the case of Joint Holders, at the registered address, as appearing in the said Register at such time, of that one of the Joint Holders whose name then stands first in the said Register in respect of such joint holding) or in accordance with any special instructions regarding communications, and neither the Company nor Cerasus shall be responsible for any loss or delay in the transmission of any cheques sent in accordance with this Clause, which shall be sent at the risk of the persons entitled thereto.

4.3	All cheques shall be made payable to the Holder or, in the case of Joint Holders, to the first named Holder of the Scheme Shares concerned and the encashment of any such cheque shall be a complete discharge to the Company and Cerasus for the moneys represented thereby.

4.4

Each mandate in force on the Effective Date relating to the payment of dividends or other distributions on any Scheme Shares and other instructions given to the Company by holders of Scheme Shares shall, unless notice of revocation of such instructions is received by Trintech prior to the Scheme Record Time, be deemed to be an effective mandate or instruction to Cerasus to pay and despatch the Consideration payable under Clause 3 in accordance with such mandate.

5.	Overseas Shareholders

5.1	The provisions of Clauses 2, 3 and 4 shall be subject to any prohibition or condition imposed by law.

5.2	Notwithstanding the provisions of Clause 5.1, Trintech retains the right to permit the release, publication or distribution of the Circular or the Forms of Proxy to any Restricted Overseas Shareholder who satisfies

Trintech (in its sole discretion) that doing so will not infringe the laws of the relevant Restricted Jurisdiction, or require compliance with any governmental or other consent or any registration, filing or other formality that Trintech is unable to comply with or regards as unduly onerous to comply with.

6.	The Effective Date

6.1

This Scheme shall become effective as soon as an office copy of the Court Order and a copy of the minute required by Section 75 of the Act shall have been duly delivered by the Company to the Registrar of Companies for registration and registered by him, all of which deliveries shall be subject to Clause 6.3.

6.2

Unless this Scheme shall have become effective on or before 27 January 2011, or such later date (if any) as the Company and Cerasus may agree, with the consent of the Panel and/or the High Court (where required), it shall not proceed and all undertakings given to the Court in respect of the Scheme shall be deemed to have lapsed with immediate effect.

6.3	The Company and Cerasus have agreed that in certain circumstances the necessary actions to seek sanction of this Scheme may not be taken.

7.	Modification

The Company and Cerasus may jointly consent on behalf of all persons concerned to any modification of or addition to this Scheme or any condition that the High Court may approve or impose.

Costs

The Company is authorised and permitted to pay all the costs and expenses relating to the negotiation, preparation, approval and implementation of the Scheme.

9.	Governing Law

The Scheme shall be governed by, and construed in accordance with, the laws of Ireland. The Company and the Scheme Shareholders hereby agree that the High Court shall have exclusive jurisdiction to hear and determine any suit, action or proceeding or to settle any dispute which may arise in relation thereto.

Dated: 2 November 2010

PART V—CONDITIONS OF THE ACQUISITION AND THE SCHEME

The Acquisition and Scheme comply with the Takeover Rules and, where relevant, the rules and regulations of NASDAQ and is subject to the terms and conditions set out in this document. The Acquisition and Scheme are governed by the laws of Ireland and are subject to the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not limit the right to seek provisional or protective relief in the courts of another state during or after any substantive proceedings have been instituted in Ireland, nor shall it limit the right to bring enforcement proceedings in another state on foot of an Irish judgment.

The Acquisition and Scheme will be subject to the following conditions:

The Acquisition will be conditional upon the Scheme becoming effective and unconditional by not later than 27 January 2011 (or such earlier date as may be specified by the Panel, or such later date as Cerasus and Trintech may, with (if required) the consent of the Panel, agree and (if required) the High Court may allow).

The Scheme will be conditional upon:

1.1.

the approval of the Scheme by a majority in number representing three-fourths (75%) or more in value of the holders of Trintech Shares at the Voting Record Time, present and voting either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting);

1.2.

such resolution(s) by the Trintech Shareholders in connection with and/or required to approve or implement the Scheme and set out in the notice convening the Extraordinary General Meeting being duly passed by the requisite majority at the Extraordinary General Meeting (or at any adjournment of such meeting); and

1.3.

the sanction (with or without modification) of the Scheme and the confirmation of the reduction of capital involved therein by the High Court and office copies of the High Court Order and the minute required by section 75 of the Act in respect of the reduction, being delivered for registration to the Registrar of Companies and registration of the Court Order and minute confirming the reduction of capital involved in the Scheme by the Registrar of Companies.

2.	Trintech and Cerasus have agreed that, subject to paragraph 3 of this Appendix I, the Acquisition will also be conditional upon the following matters having been satisfied or waived on or before the sanction of the Scheme by the High Court pursuant to Section 201 of the Act:

2.1.

no Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any such action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, decision or order and there not continuing to be outstanding any statute, regulation, decision or order or having withheld any consent or having taken or having one or having decided to do or take any other steps which would or is reasonably likely to:

2.1.1.

make the Acquisition, its implementation or the acquisition of any Trintech Shares or any of the assets of Trintech by any member of the Wider Cerasus Group, void, unenforceable or illegal under the laws of any jurisdiction or otherwise directly or indirectly restrain, revoke, restrict, prohibit, delay or otherwise interfere with the implementation of the same beyond 30 June 2011, or impose additional material conditions or obligations with respect to, or otherwise challenge or require material amendment of the Acquisition;

2.1.2.

require, prevent or delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Cerasus Group or by any member of the Wider Trintech Group of all or any part of their respective businesses, assets or properties or impose any limitation on their ability to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof, which in any such case is material in the context of (as the case may be) the Wider Cerasus Group or the Wider Trintech Group taken as a whole;

2.1.3.

impose any limitation lasting beyond 30 June 2011 on, or result in a delay beyond 30 June 2011 in, the ability of any member of the Wider Cerasus Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of the Trintech Shares or other securities (or the equivalent) in Trintech or on the ability of any member of the Wider Trintech Group or any member of the Wider Cerasus Group to hold or exercise effectively directly or indirectly any rights of ownership of shares or other securities in or to exercise management control over any member of the Wider Trintech Group, which in any such case is material in the context of the Wider Trintech Group taken as a whole;

2.1.4.

require any member of the Wider Cerasus Group or the Wider Trintech Group to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Wider Trintech Group or any asset owned by any third party (other than in the implementation of the Acquisition);

2.1.5.

require, prevent or delay a divestiture, by any member of the Wider Cerasus Group of any Trintech Shares or other securities (or the equivalent) in Trintech;

2.1.6.

result in any member of the Wider Trintech Group ceasing to be able to carry on business under any name or in any jurisdiction, under, or in which it presently does so the effect of which is material in the context of the Wider Trintech Group taken as a whole;

2.1.7.

impose any limitation on, or result in a delay in, the ability of any member of the Wider Cerasus Group or any member of the Wider Trintech Group to integrate or co-ordinate all or any part of its business with all or any part of the business of any other member of the Wider Cerasus Group and/or the Wider Trintech Group which is material in the context of the Wider Trintech Group taken as a whole; or

2.1.8.

otherwise affect the business, assets, profits or prospects of any member of the Wider Cerasus Group or any member of the Wider Trintech Group in a manner which is adverse to and material in the context of the Wider Cerasus Group taken as a whole or the Wider Trintech Group taken as a whole (as the case may be);

and all applicable waiting and other time periods during which any such Third Party could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference or otherwise intervene under the laws of any jurisdiction in respect of the Acquisition, the Scheme or the proposed acquisition of any Trintech Shares having expired, lapsed, or been terminated;

2.2.

all necessary or appropriate notifications, applications and/or filings having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) in connection therewith under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in connection with the Scheme and all Authorisations necessary or reasonably deemed appropriate by Cerasus in any jurisdiction for or in respect of the Acquisition and the acquisition or the proposed acquisition of any Trintech Shares or other securities in, or control of, Trintech by any member of the Wider Cerasus Group having been directly or indirectly obtained on terms and in a form reasonably satisfactory to Cerasus from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider Trintech Group or the Wider Cerasus Group has entered into contractual arrangements and all such Authorisations necessary or reasonably deemed appropriate by Cerasus to carry on the business of any member of the Wider Trintech Group in any jurisdiction having been obtained, in each case where a failure to make such notification or filing or to wait for the expiry, termination or lapsing of any such waiting period or to comply with such obligation or obtain such Authorisation would be material to the Wider Trintech Group taken as a whole and all such Authorisations remaining in full force and effect at the Effective Date and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

2.3.

save as Disclosed or as publicly announced by or on behalf of Trintech (in each case) prior to the date of this document, there being no provision of any arrangement, agreement, licence, permit, lease or other instrument to which any member of the Wider Trintech Group is a party or by or to which any such member or any of its assets is or may be bound or be subject which, or any event or circumstance having occurred which under any agreement, arrangement, licence, permit, lease or other instrument which any member of the Wider Trintech Group is a party to or to which any member of the Wider Trintech Group or any of its assets may be bound, entitled or subject would result in, as a consequence of the Acquisition or the acquisition or the proposed acquisition by any member of the Wider Cerasus Group of any shares or other securities (or the equivalent) in Trintech or because of a change in the control or management of any member of Trintech Group or otherwise, could or might reasonably be expected to result in, in any such case to an extent which is material in the context of the Wider Trintech Group taken as a whole:

2.3.1.

any monies borrowed by, or any other indebtedness, actual or contingent, of any member of the Wider Trintech Group being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

2.3.2.

the rights, liabilities, obligations, interests or business of any member of the Wider Trintech Group under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any member of the Wider Trintech Group in or with any other firm or company or body or person (or any agreement or arrangements relating to any such business or interests) being terminated or adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

2.3.3.

any member of the Wider Trintech Group ceasing to be able to carry on business in any jurisdiction in which it operates under any name under which it presently does so;

2.3.4.

any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Trintech Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Trintech Group otherwise than in the ordinary course of business;

2.3.5.

the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Trintech Group;

2.3.6.

the value of, or the financial or trading position or prospects of any member of the Wider Trintech Group being prejudiced or adversely affected;

2.3.7.

the creation of any liability (actual or contingent) by any member of the Wider Trintech Group; or

2.3.8.

any liability of any member of the Wider Trintech Group to make any severance, termination, bonus or other payment to any of the directors or other officers;

2.4.

except as Disclosed or disclosed in the Annual Report and Accounts, or as publicly announced by or on behalf of Trintech (in each case) prior to the date of this document, no member of the Wider Trintech Group having since 31 January 2010:

2.4.1.

(save as between Trintech and wholly owned subsidiaries of Trintech and save for the issue of Trintech Shares on the exercise of options granted under Trintech Share Option Plans or rights under the Trintech Employee Share Purchase Plan) issued or agreed to issue or authorised or proposed the issue of additional shares or securities of any class, or securities convertible into or exchangeable for shares, or rights, warrants or options to subscribe for or acquire any such shares, securities or convertible securities;

2.4.2.

recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution (whether in cash or otherwise) save for any dividend declared prior to the Effective Date by any wholly owned subsidiary of Trintech;

2.4.3.

save for transactions between Trintech and its wholly owned subsidiaries or between such wholly-owned subsidiaries, merged with or demerged or acquired any body corporate, partnership or business or acquired or disposed of, or transferred, mortgaged or charged or created any security interest over, any assets or any right, title or interest in any asset (including shares and trade investments) or authorised, proposed or announced any intention to do so in each case which is material in the context of the Wider Trintech Group;

2.4.4.

save as between Trintech and its wholly owned subsidiaries or between such wholly owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital other than in the ordinary and usual course of carrying out its current banking activities;

2.4.5.

issued, authorised or proposed the issue of any debentures, or (save as between Trintech and its wholly owned subsidiaries or between such wholly owned subsidiaries) incurred or increased any indebtedness or contingent liability, in any such case otherwise than in a manner which is materially consistent with the business of the Wider Trintech Group being conducted in the ordinary and usual course;

2.4.6.

entered into or varied or announced its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) (otherwise than in the ordinary and usual course of business) which is of a long term, unusual or onerous nature, or which involves or could involve an obligation of a nature or magnitude which is, in any such case, material in the context of the Wider Trintech Group or which is or is likely to be materially restrictive on the business of any member of the Wider Trintech Group or the Wider Cerasus Group;

2.4.7.

entered into or varied the terms of any contract, service agreement or any arrangement with any director or senior executive of any member of the Wider Trintech Group;

2.4.8.

proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Trintech Group;

2.4.9.

made or agreed or consented to any significant change to the terms of the trust deeds constituting the pension schemes established for its directors, employees or their dependants or the benefits which accrue, or to the pensions which are payable, thereunder, or to the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined or to the basis on which the liabilities (including pensions) of such pension schemes are funded or made, or agreed or consented to any change to the trustees involving the appointment of a trust corporation, which in any such case would be material in the context of the pension schemes operated by Trintech Group;

2.4.10.

implemented, effected or authorised, proposed or announced its intention to implement, effect, authorise or propose any reconstruction, amalgamation, commitment, scheme or other transaction or arrangement other than where it is not material in the context of the Wider Trintech Group or between wholly owned members of Trintech Group;

2.4.11.

purchased, redeemed or repaid or proposed the purchase, redemption or repayment of any of its own shares or other securities or reduced or, save in respect of the matters mentioned in sub-paragraph 2.4.6 above, made any other change to any part of its share capital to an extent which (other than in the case of Trintech) is material in the context of the Wider Trintech Group taken as a whole;

2.4.12.

waived or compromised any claim otherwise than in the ordinary and usual course of business which is material in the context of the Wider Trintech Group taken as a whole;

2.4.13.

(other than in respect of a member which is dormant and was solvent at the relevant time) taken or proposed any corporate action or (to the extent material in the context of the Wider Trintech Group taken as a whole) had any legal proceedings instituted or threatened against it for its winding up (voluntary or otherwise), dissolution, reorganisation or for the appointment of any administrator, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction;

2.4.14.

been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business; or

2.4.15.

entered into any contract, commitment, agreement or arrangement or passed any resolution with respect to or announced an intention to effect or propose any of the transactions, matters or events referred to in this paragraph 2.4;

2.5.

except as Disclosed by or on behalf of Trintech to Cerasus or disclosed in the Annual Report and Accounts, or as publicly announced by or on behalf of Trintech (in each case) prior to the date of this document, since 31 January 2010:

2.5.1.

there having been no adverse change in the business, assets, financial or trading position, profits or prospects of any member of the Wider Trintech Group which is material in the context of the Wider Trintech Group taken as a whole;

2.5.2.

no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against any member of the Wider Trintech Group or to which any member of the Wider Trintech Group is or may become a party (whether as plaintiff or defendant or otherwise) and no enquiry or investigation by or complaint or reference to any Third Party against or in respect of any member of the Wider Trintech Group having been threatened, announced or instituted or remaining outstanding which, in any such case, might be reasonably likely to adversely affect any member of the Wider Trintech Group to an extent which is material to the Wider Trintech Group taken as a whole;

2.5.3.

no contingent or other liability having arisen or being likely to arise or having become apparent to Cerasus which is or would be likely to adversely affect the business, assets, financial or trading position or profits or prospects of any member of the Wider Trintech Group to an extent which is material to the Wider Trintech Group taken as a whole; and

2.5.4.

no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence, consent, permit or authorisation held by any member of the Wider Trintech Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which is material and likely to adversely affect the Wider Trintech Group taken as a whole;

2.6.

except as Disclosed or disclosed in the Annual Report and Accounts, or publicly announced by or on behalf of Trintech, in each case prior to the date of this document, Cerasus not having discovered:

2.6.1.

that any financial, business or other information concerning the Wider Trintech Group publicly Disclosed or disclosed to any member of the Cerasus Group at any time by or on behalf of any member of the Wider Trintech Group is materially misleading, contains a misrepresentation of material fact or omits to state a material fact necessary to make the information contained therein not misleading;

2.6.2.

that any member of the Wider Trintech Group or any company or other entity in which any member of the Wider Trintech Group has an interest and which is not a subsidiary undertaking of Trintech is subject to any liability, contingent or otherwise, which is not disclosed in the Annual Report and Accounts or Interim Results of Trintech, and which is material in the context of the Wider Trintech Group taken as a whole; or

2.6.3.

any information which affects the import of any information Disclosed to Cerasus prior to the date of this document at any time by or on behalf of any member of the Wider Trintech Group and which is material in the context of the Wider Trintech Group taken as a whole; and

2.7.

except as Disclosed or disclosed in the Annual Report and Accounts or publicly announced by or on behalf of Trintech, in each case prior to the date of this document, in relation to any release, emission, accumulation, discharge, disposal or other fact or circumstance which has impaired or is likely to impair the environment (including property) or harmed or is likely to harm human health, no past or present member of the Wider Trintech Group (i) having committed any violation of any applicable laws, statutes, regulations, notices or other requirements of any Third Party; and/or (ii) having incurred any liability (whether actual or contingent) to any Third Party; and/or (iii) being likely to incur any liability (whether actual or contingent), or being required, to make good, remediate, repair, reinstate or clean up the environment (including any property), which (in each case) is material in the context of the Wider Trintech Group taken as a whole.

3.	Subject to Condition 4 below, Cerasus reserves the right to waive in whole or in part all or any of the Conditions except Condition 1.

Subject to the consent of the Panel, Cerasus reserves the right to effect the Acquisition by way of a takeover offer. In such event, such offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 80 per cent. of the nominal value and voting rights of Trintech Shares to which such an offer relates and which are not already in the beneficial ownership of Cerasus).

5.	If Cerasus is required by the Panel to make an offer for Trintech Shares under the provisions of Rule 9 of the Takeover Rules, then Cerasus may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

PART VI—INFORMATION ON CERASUS AND SPECTRUM EQUITY

Section A: Information on Cerasus

1.	Incorporation and Registered Office

Cerasus was incorporated on 13 October 2010 as a private limited company under Irish law. Cerasus was formed at the direction of Spectrum Equity Associates V, L.P., the general partner of Spectrum Equity Investors V, L.P., for the purpose of implementing the Acquisition. The registered office of Cerasus is 5th Floor, 75 St. Stephen’s Green, Dublin 2, Ireland.

Cerasus is a wholly owned subsidiary of Spectrum Cayman and has no employees.

Cerasus is being advised by Goodbody Corporate Finance.

2.	Directors

As of the date of this document, the directors of Cerasus are: Stephen O’Donnell (Ireland), Christopher T. Mitchell (USA) and Adam J. Margolin (USA).

3.	Financing of the Acquisition

The funding for the purposes of paying consideration to the Trintech Securityholders in connection with the Acquisition shall be financed as follows:

•

Spectrum Equity Investors V, L.P. will contribute, directly or indirectly, approximately US$52.3 million out of existing financial resources, as described in paragraph 5 of Part II (Letter from Cerasus II Limited) of this document;

•

Spectrum V Investment Managers’ Fund, L.P. will contribute, directly or indirectly, approximately US$240,000 out of existing financial resources, as described in paragraph 5 of Part II (Letter from Cerasus II Limited) of this document;

•

Cerasus has entered into the Senior Facility Agreement described in paragraph 5 of Part II (Letter from Cerasus II Limited) of this document, pursuant to which the Wells Fargo has agreed to make available to Cerasus a facility up to a maximum amount of US$27 million; and

•

Cerasus has entered into the Trintech Loan Agreement described in paragraph 7 of Part VIII (Additional Information) of this document, pursuant to which Trintech Group Finance Limited has agreed to make available to Cerasus a facility up to a maximum amount of up to US$47 million.

The payment of interest on, and the repayment of or security for, the loan facilities will depend on the business of the Trintech Group.

4.	Financial Information and Activities

Cerasus has not traded at any time since it was incorporated, nor has it entered into any obligations other than in connection with the Acquisition and the financing thereof. At the close of business on the Latest

Practicable Date, Cerasus had no interest in relevant Trintech securities. The financial and trading prospects of Cerasus, if the Scheme becomes effective, will depend on the strength of Trintech’s business and the sector in general.

Section B: Information on Spectrum Cayman

1.	Incorporation and Registered Office

Spectrum Cayman was incorporated on 11 October 2010 as a private limited company under the laws of the Cayman Islands. Spectrum Cayman was formed at the direction of Spectrum Equity Associates V, L.P., the general partner of Spectrum Equity Investors V, L.P., for the purpose of implementing the Acquisition. The registered office of Spectrum Cayman is PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Spectrum Cayman is a holding company that has no employees.

On incorporation one share of par value $1.00 was issued to Maples Corporate Services Limited. On 12 October 2010 Maples Corporate Services Limited transferred the one share that it owned in Spectrum Cayman to Spectrum Equity Investors V, L.P.

Spectrum Cayman is wholly owned by Spectrum Equity Investors V, L.P., and controlled by Spectrum Equity Associates V, L.P., the general partner of Spectrum Equity Investors V, L.P.

2.	Directors

As of the date of this document, the directors of Spectrum Cayman are: Brion B. Applegate (USA), Randy J. Henderson (USA), William P. Collatos (USA), Christopher T. Mitchell (USA), and Victor E. Parker (USA).

3.	Financial Information and Activities

Spectrum Cayman has not traded at any time since it was incorporated, nor has it entered into any obligations other than in connection with the Acquisition. At the close of business on the Latest Practicable Date, Spectrum Cayman had no interest in relevant Trintech securities. The financial and trading prospects of Spectrum Cayman, if the Scheme becomes effective, will depend on the strength of Trintech’s business and the sector in general.

Section C: Information on Spectrum Equity Investors

In recent years Spectrum Equity has been an active investor in companies which help customers identify, quantify and mitigate risk exposures—including RiskMetrics Group, Seisint, and World-Check—and in software, data processing and information service providers such as Ancestry.com, iPay Technologies, Passport Health Communications and SurveyMonkey.

Spectrum Equity will fund 99.53 per cent. of the Acquisition from its private equity fund Spectrum Equity Investors V, L.P., a Delaware limited partnership formed on 17 February 2005. Spectrum Equity Investors V, L.P is controlled by its general partner, Spectrum Equity Associates V, L.P. Spectrum Equity will fund 0.47 per cent. of the Acquisition from its co-investment fund owned and controlled by the Spectrum Equity Investor Directors, Spectrum V Investment Managers’ Fund, L.P., a Delaware limited partnership formed on 6 January 2006.

As of the date of this document, the managing directors of Spectrum Equity Associates V, L.P are: Brion B. Applegate (USA), William P. Collatos (USA), Randy J. Henderson (USA), Michael J. Kennealy (USA), Kevin J. Maroni (USA), Christopher T. Mitchell (USA), and Victor E. Parker (USA).

As at the close of business on the Latest Practicable Date, Spectrum Equity Investors had no interest in relevant Trintech securities.

Spectrum Equity Investors is being advised by Goodbody Corporate Finance.

4.	Interests in the Share Capital of Cerasus and, following the Effective Date, Trintech

100 per cent. of the relevant securities of Cerasus are held by Spectrum Cayman. On the Effective Date, 99.53 per cent. of Spectrum Cayman will be held by Spectrum Equity Investors and 0.47 per cent. of Spectrum Cayman will be held by Spectrum V Investment Managers’ Fund, L.P.

Following the Effective Date, the following persons as shareholders of Cerasus will have a direct or indirect interest in five per cent. (5%) or more of the relevant securities of Trintech:

Spectrum Equity Investors, One International Place, 29^th Floor, Boston, MA 02110, USA.

PART VII—FINANCIAL INFORMATION RELATING TO TRINTECH

The financial information included in this Part VII (Financial Information Relating to Trintech) reproduces, in part, the audited financial statements and accounting policies of Trintech for the fiscal years ended 31 January 2010, 2009 and 2008, and the unaudited financial statements for the period ended 31 July 2010 prepared under US GAAP.

The financial information as of 31 January 2010 has been extracted without material adjustment from Trintech’s Annual Report on Form 20-F for the fiscal year ended on that date, the financial information as of 31 January 2009 has been extracted without material adjustment from Trintech’s Annual Report on Form 20-F for the fiscal year ended on that date (as amended), and the financial information as of 31 January 2008 has been extracted without material adjustment from Trintech’s Annual Report on Form 20-F for the fiscal year ended on that date. The financial information as of 31 July 2010 has been extracted without material adjustment from Trintech’s unaudited financial statements included with Trintech’s earnings release filed as an exhibit to Trintech’s Report on Form 6-K on 15 September 2010.

The financial information contained in this Part VII (Financial Information Relating to Trintech) does not constitute statutory accounts with the meaning of Section 4 of the Companies (Amendment) Act 1986 of Ireland.

To view the full documents from which the financial statements have been reproduced in this Part VII (Financial Information Relating to Trintech) please refer to Trintech’s Annual Reports on Form 20-F for the fiscal years ended 31 January 2010, 2009 and 2008 and Trintech’s Report on Form 6-K for the 6 month period ended 31 July 2010, filed on 15 September 2010.

TRINTECH GROUP PLC

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)


	31 January,
	2009			2010
ASSETS
Current assets
Cash and cash equivalents	$	17,363		$	19,929
Restricted cash		1,143			170
Accounts receivable, net of allowance for doubtful accounts of $261 and $97 at 31 January, 2009 and 2010, respectively		5,447			4,583
Prepaid expenses and other current assets		993			1,059
Net current deferred tax asset		252			199
Assets held for sale and in discontinued operations		7,708			7,703

Total current assets		32,906			33,643
Non-current assets
Restricted cash		170			-
Property and equipment, net		1,177			1,005
Intangible assets, net		2,945			1,843
Goodwill		20,276			20,290

Total non-current assets		24,568			23,138

Total assets	$	57,474		$	56,781

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	695		$	463
Accrued payroll and related expenses		1,555			966
Deferred consideration		970			-
Other accrued liabilities		1,467			1,186
Income taxes payable		161			101
Deferred revenues		8,414			8,481
Liabilities held for sale and in discontinued operations		4,345			3,981

Total current liabilities		17,607			15,178

Non-current liabilities
Deferred rent less current portion		537			404
Net non-current deferred tax liability		252			199
Income taxes payable		110			127

Total non-current liabilities		899			730

Series B preference shares, $0.0027 par value 10,000,000 authorised at 31 January, 2009 and 31 January, 2010, respectively None issued and outstanding		-			-
Shareholders’ equity:
Ordinary Shares, $0.0027 par value: 100,000,000 shares authorised; 33,454,384 shares issued, 31,843,333 and 33,095,914 shares outstanding at 31 January, 2009 and 2010, respectively		90			90
Additional paid-in capital		253,076			253,372
Treasury shares (at cost, 595,552 and 358,470 shares at 31 January, 2009 and 2010, respectively)		(879	)		(529	)
Accumulated deficit		(209,367	)		(207,880	)
Accumulated other comprehensive loss		(3,952	)		(4,180	)

Total shareholders’ equity		38,968			40,873

Total liabilities and shareholders’ equity	$	57,474		$	56,781

See accompanying notes

TRINTECH GROUP PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands, except share and per share data)


	Year ended 31 January,
	2008			2009			2010
Revenues:
License	$	16,640		$	19,614		$	20,140
Service		11,907			14,697			12,325

Total revenues		28,547			34,311			32,465

Cost of revenues:
License		1,573			2,246			2,736
Amortisation of purchased technology		178			417			248
Service		5,737			7,248			5,855

Total cost of revenues		7,488			9,911			8,839

Gross margin		21,059			24,400			23,626
Operating expenses:
Research and development		3,636			4,620			4,581
Sales and marketing		8,605			10,656			8,032
General and administrative		9,021			8,654			7,489
Restructuring charges		-			212			244
Amortisation of purchased intangible assets		834			933			855

Total operating expenses		22,096			25,075			21,201

(Loss) income from operations		(1,037	)		(675	)		2,425
Interest income, net		1,054			334			50
Exchange gain, net		444			331			229

Income (loss) before provision for income taxes		461			(10	)		2,704
Provision for income taxes		(1,011	)		356			(138	)

Net (loss) income from continuing operations		(550	)		346			2,566
Loss from discontinued operations		(3,723	)		(2,498	)		(1,079	)
Profit on sale of discontinued operations		-			920			-

Net loss from discontinued operations, net of tax		(3,723	)		(1,578	)		(1,079	)

Net (loss) income	$	(4,273	)	$	(1,232	)	$	1,487

Basic and diluted net (loss) income per Ordinary Share from continuing operations	$	(0.02	)	$	0.01		$	0.08

Basic and diluted net loss per Ordinary Share from discontinued operations	$	(0.12	)	$	(0.05	)	$	(0.03	)

Basic and diluted net (loss) income per Ordinary Share	$	(0.14	)	$	(0.04	)	$	0.05

Shares used in computation of basic net (loss) income per Ordinary Share		31,362,813			31,921,345			32,951,646

Shares used in computation of diluted net (loss) income per Ordinary Share		31,362,813			31,921,345			33,034,267

Shares used in computation of basic net (loss) income per Ordinary Share from continuing operations		31,362,813			31,921,345			32,951,646

Shares used in computation of diluted net (loss) income from continuing operations		31,362,813			33,001,888			33,034,267

Shares used in computation of basic and diluted net loss per Ordinary Share from discontinued operations		31,362,813			31,921,345			32,951,646

Basic and diluted net (loss) income per equivalent ADS	$	(0.27	)	$	(0.08	)	$	0.09

See accompanying notes

TRINTECH GROUP PLC

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

(U.S. dollars in thousands except share data)


	Number of Ordinary Shares			Ordinary Shares		Additional Paid-in Capital			Treasury Shares			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at 31 January, 2007		31,159,093		$	86	$	248,898		$	(1,222	)	$	(203,862	)	$	(3,022	)	$	40,878
Issuance of Ordinary Shares on exercise of options		562,416			1		626			-			-			-			627
Purchase of treasury shares		123,608			-		(39	)		211			-			-			172
Reissue of treasury shares		-			-		1,079			-			-			-			1,079
Share-based compensation		-			-		465			-			-			-			465
Net loss		-			-		-			-			(4,273	)		-			(4,273	)
Currency translation adjustment		-			-		-			-			-			(384	)		(384	)

Comprehensive loss		-			-		-			-			-			-			(4,657	)

Balance at 31 January, 2008		31,845,117		$	87	$	251,029		$	(1,011	)	$	(208,135	)	$	(3,406	)	$	38,564
Issuance of Ordinary Shares on exercise of options		1,250			-		1			-			-			-			1
Purchase of treasury shares		(139,224	)		-		-			(100	)		-			-			(100	)
Reissue of treasury shares		136,190			-		(108	)		232			-			-			124
Shares issued under Movaris acquisition		1,015,500			3		1,235			-			-			-			1,238
Share-based compensation		-			-		919			-			-			-			919
Net loss		-			-		-			-			(1,232	)		-			(1,232	)
Currency translation adjustment		-			-		-			-			-			(546	)		(546	)

Comprehensive loss		-			-		-			-			-			-			(1,778	)

Balance at 31 January, 2009		32,858,833		$	90	$	253,076		$	(879	)	$	(209,367	)	$	(3,952	)	$	38,968
Issuance of Ordinary Shares on exercise of options		-			-		-			-			-			-			-
Reissue of treasury shares		237,081			-		(219	)		350			-			-			131
Share-based compensation		-			-		515			-			-			-			515
Net income		-			-		-			-			1,487			-			1,487
Currency translation adjustment		-			-		-			-			-			(228	)		(228	)

Comprehensive income		-			-		-			-			-			-			1,259

Balance at 31 January, 2010		33,095,914		$	90	$	253,372		$	(529	)	$	(207,880	)	$	(4,180	)	$	40,873

TRINTECH GROUP PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)


	Year ended 31 January,
	2008			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(4,273	)	$	(1,232	)	$	1,487
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortisation		2,895			3,287			2,800
Profit on sale of business, net		-			(920	)		-
Share-based compensation		1,079			919			515
Effect of changes in foreign currency exchange rates		(35	)		(273	)		(65	)
Changes in operating assets and liabilities:
Accounts receivable		473			804			1,944
Prepaid expenses and other current assets excluding gain on settlement		(399	)		(669	)		(1,181	)
Accounts payable		(896	)		193			(225	)
Accrued payroll and related expenses		(10	)		(555	)		(631	)
Deferred revenues		335			2,556			595
Other accrued liabilities		(571	)		(246	)		(562	)

Net cash (used in) provided by operating activities		(1,402	)		3,864			4,677

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(581	)		(271	)		(268	)
Proceeds on sale of property, plant and equipment		338			-			-
(Payments) proceeds relating to discontinued operations, net		(331	)		920			(60	)
(Increase) decrease in restricted cash deposits		(338	)		(975	)		1,143
Payments relating to acquisitions		(971	)		(8,816	)		(2,883	)

Net cash used in investing activities		(1,883	)		(9,142	)		(2,068	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital leases		(93	)		(146	)		(157	)
Issuance of ordinary shares		799			124			131
Purchases of treasury shares		-			(100	)		-
Excess tax benefit from share-based compensation plans		465			-			-

Net cash provided by (used in) financing activities		1,171			(122	)		(26	)

Net (decrease) increase in cash and cash equivalents		(2,114	)		(5,400	)		2,583
Effect of exchange rate changes on cash and cash equivalents		114			(1,003	)		(17	)
Cash and cash equivalents at beginning of year		25,766			23,766			17,363

Cash and cash equivalents at end of year	$	23,766		$	17,363		$	19,929

Supplemental disclosure of cash flow information:
Interest paid	$	58		$	31		$	14

Taxes paid	$	123		$	222		$	144

Supplemental disclosure of non-cash flow information:
Acquisition of property and equipment under capital leases	$	(412	)	$	(30	)	$	-

Leasehold improvements funded by landlord	$	-		$	249		$	-

Shares issued in connection with acquisition	$	-		$	1,238		$	-

1.	Organisation and Summary of Significant Accounting Policies

1.1

Organisation

Trintech Group PLC is organised as a public limited company under the laws of Ireland. Trintech and its wholly owned subsidiaries (collectively, the “Company”) are a major international provider of integrated financial governance, risk management and compliance (GRC) solutions for commercial, financial and healthcare markets worldwide. Our recognised expertise in reconciliation process management, financial data aggregation, revenue and cost cycle management, financial close and reporting, risk management and compliance enables customers to gain greater stability and control over their critical financial processes leading to better overall business performance.

Over 570 organisations are realizing the benefits of Trintech’s configurable and highly scalable solutions every day to: improve performance through stronger management of the revenue cycle and disbursements; ensure the accuracy and integrity of financial data; identify and reduce transaction risk; improve the quality and timelines of financial reporting; and strengthen internal controls to support compliance requirements.

The Company’s financial GRC solutions include: Unity ReconNET for high-volume transaction reconciliation; Unity AssureNET GL for general ledger reconciliation and certification; Unity Financial Close for financial close; Unity Xtensible Financial Reporting (XFR) for financial reporting, Unity Compliance and Unity ERM for enterprise compliance and risk management; On-Demand solutions for Software-as-a-Service (“SaaS”) services for ReconNET, AssureNET and Unity; and the DataFlow Transaction Network for data collection and delivery.

The Company has a customer base of over 570 organisations including retail chains, commercial companies and financial institutions and its sales and marketing efforts are divided by region as follows:

•

Europe, Middle East and Africa;

•

North and South America; and

•

Australia.

The Company’s principal market is the United States, which represents approximately 86% of the Company’s total revenues in fiscal 2010.

1.2

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and include Trintech Group PLC and its wholly-owned subsidiaries. The consolidated financial statements include the results of acquired companies or businesses for the post-acquisition period and the results of divested companies or businesses for the pre-divested period are presented as a single item as a discontinued operation.

1.3

Use of Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Estimates are based upon historical factors, current circumstances and the experience and judgment of management. Significant estimates include those required in allocation of revenues between recognised and deferred amounts, fair value of financial instruments, the valuation of intangible assets acquired and contingent consideration issued in business acquisitions, impairment analysis of goodwill and intangible assets, the estimated useful life of property and equipment and intangible assets, allowances for doubtful accounts, sales returns and

allowances, vendor specific objective evidence (“VSOE”) of the fair value of the various undelivered elements of our multiple element software transactions, projections of future cash flows related to certain revenue share agreements, stock-based compensation expense, restructuring and accruals and valuation allowances for deferred tax assets and tax accruals. Actual results could differ materially from original estimates.

1.4

Companies Acts, 1963 to 2009

The financial information relating to the Company and its subsidiaries included in this document does not comprise full group accounts as referred to in Regulation 40 of the European Communities (Companies: Group Accounts) Regulations 1992, copies of which are required by that Act to be annexed to a company’s annual return. The auditors have made reports without qualification and without reference to an emphasis of matter under Section 193 of the Companies Act, 1990 in respect of the consolidated financial statements for the years ended 31 January, 2008 and 2009. Copies of consolidated financial statements for each of the years ended 31 January, 2008 and 2009 have been so annexed to the relevant annual returns, and a copy of the consolidated financial statements for the year ended 31 January, 2010, together with the report of the auditors thereon, will in due course be annexed to the relevant annual return, which will be filed after the annual general meeting of the Company in August 2010.

1.5

Translation of Financial Statements of Foreign Entities

The U.S. dollar (US$) is the functional currency of the parent company, Trintech Group PLC and the Company’s subsidiaries in the United States and the Cayman Islands. The euro (€) is the functional currency of the Company’s subsidiaries in Ireland. The United Kingdom pound sterling (Stg£) is the functional currency of the Company’s UK subsidiary. Transaction gains or losses arising on changes in the exchange rates between functional currencies and foreign currencies are included in exchange gain in the consolidated statements of operations.

The Company’s assets and liabilities are translated to U.S. dollars, the reporting currency, at the exchange rate on the balance sheet date. Revenues, costs and expenses are translated to U.S. dollars at average rates of exchange prevailing during the periods. Translation adjustments arising are reported as a component of other comprehensive loss in shareholders’ equity.

Revenue recognition.

The Company’s revenues are derived from license fees and charges for services.

The Company recognises license revenue in accordance with FASB ASC 605-10 “Revenue Recognition” and FASB ASC 985-605 “Software Revenue Recognition”. For license arrangements that do not require significant production, modification or customisation of the software, the Company recognises license revenues when: (1) persuasive evidence of an arrangement with a customer exists; (2) delivery to the customer has occurred; (3) the fee to be paid by the customer is fixed or determinable; and (4) collection is probable.

If the license fee due from the customer is not fixed or determinable, revenues are recognised as payment becomes due, assuming all other revenue recognition criteria have been met. We assess whether fees are fixed or determinable at the time of sale and recognise revenues if all other revenue recognition requirements are met. Our standard payment terms are net 30 days; however, terms may vary based on the country in which the agreement is executed. Payments that are due within six months are generally deemed to be fixed or determinable based on our successful collection history on such arrangements, and thereby satisfy the required criteria for revenue recognition. If collection of the fees from the customer is not considered probable, revenue is recognised when the fee is collected. Revenue arrangements with resellers are recognised, net of fees, when persuasive evidence is received that the reseller has sold the products to an end user customer and all other revenue recognition criteria are met.

FASB ASC 985-605, generally requires revenue earned on software arrangements involving multiple elements to be allocated to each element based on the relative fair values of the elements. Revenue recognised from multiple-element arrangements is allocated to various elements of the arrangement based on the relative fair values of the elements specific to the Company. The Company’s determination of fair value of each element in multi-element arrangements is based on vendor-specific objective evidence (“VSOE”). The Company limits its assessment of VSOE for each element to either the price charged when the same element is sold separately or the price established by management, having the relevant authority to do so, for an element not yet sold separately.

If evidence of fair value of all undelivered elements exists but evidence does not exist for one or more delivered elements, then revenue is recognised using the residual method. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is recognised as revenue.

Revenue allocated to maintenance and support is recognised rateably over the maintenance term, typically one year. Revenue allocated to implementation, training and other service elements is recognised as the services are performed. The Company obtains VSOE for maintenance from substantive renewal rates based on consistent percentages of the license fee.

Service revenues are derived mainly from implementation, training, SaaS and hosting services. Implementation and training services are provided primarily on a time and materials basis for which revenues are recognised in the period that the services are provided.

Arrangements that include services are evaluated to determine whether those services are essential to the functionality of other elements of the arrangement. When services are not considered essential, the revenue allocable to the software services is recognised as the services are performed.

The Company also offers hosting arrangements. With hosting arrangements the Company installs and runs software applications through its own or a third-party’s servers giving customers access to the application via the internet or a dedicated line. Hosting arrangements are within the scope of FASB ASC 985-605 if the customer has the contractual right to take possession of the software at any time during the hosting period without significant penalty and it is feasible for the customer to either run the software on its own hardware or contract with another party unrelated to the vendor to host the software without significant penalty. Assuming all other revenue recognition criteria have been met, and VSOE has been established for the hosting element, revenue is recognised on the portion of the fee attributable to the license on delivery, while the portion of the fee related to the hosting element would be recognised rateably as the service is provided.

In SaaS term-based arrangements, where the customer does not have the contractual right to take possession of software, SaaS fees are recognised on a monthly basis over the term of the contract commencing when the customer has access to the software. For SaaS arrangements, we evaluate whether each of the elements in these arrangements represents a separate unit of accounting, as defined by FASB ASC 605-25, using all applicable facts and circumstances, including whether (i) we sell or could readily sell the element unaccompanied by the other elements, (ii) the element has stand-alone value to the customer, (iii) there is objective reliable evidence of the fair value of the undelivered item, and (iv) there is a general right of return. Revenues from our SaaS operations are recognised in accordance with FASB ASC 605-10, generally over the term of the contract. SaaS agreements are generally one to five years in duration and provide for quarterly billing. Revenues related to the customer’s initial set up and implementation that we determine not to have a stand-alone value to the customer are deferred and subsequently recognised over the expected term of the SaaS agreement.

1.6

Cost of Revenues

Cost of license revenues includes shipping, software documentation, labour, third-party license fees, the cost of providing after-sale support and maintenance services to customers, amortisation of acquired technology costs and other costs associated with the delivery of software products from which license revenues are derived. Cost of service revenues includes labour, travel and other non-recoverable costs associated with the delivery of services to customers.

The Company defers sales commission and implementation costs on Healthcare SaaS contracts. Deferred commission s recorded as an asset and then amortised over the future revenue streams of the Healthcare customer contracts. Amortisation of deferred commissions is included in net loss from discontinued operations in the consolidated statements of operations. The implementation costs incurred prior to revenue recognition are deferred and amortised over the remaining contract term which typically ranges from 24 to 60 months. These deferred costs are included in assets held for sale and in discontinued operations in the accompanying consolidated balance sheets. Amortisation of deferred implementation costs is included in net loss from discontinued operations in the consolidated statements of operations.

1.7

Cash Equivalents

The Company considers all highly liquid investments with insignificant interest rate risk and purchased with a maturity of three months or less to be cash equivalents.

Derivative Financial Instruments

The Company uses derivative instruments to manage certain exposures to foreign currency risks. The Company’s objectives for holding derivatives are to minimise these risks using the most effective methods to eliminate or reduce the impact of such exposure.

The Company follows FASB ASC 815, “Accounting for Derivative Instruments and Hedging Activities”, as amended, and related guidance. FASB ASC 815 establishes accounting and reporting standards for derivative instruments and hedging activities, and requires that all derivatives, including foreign currency exchange contracts, be recognised on the balance sheet at fair value. Changes in the fair value of derivatives that do not qualify for hedge accounting, as well as the ineffective portion of any hedges, are recognised in earnings. All of the Company’s derivative financial instruments are recorded at their fair value in other accrued liabilities.

1.8

Research and Development

FASB ASC 985, “Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed”, requires capitalisation of certain software development costs subsequent to the establishment of technological feasibility. Research and development expenditures are generally charged to operations as incurred.

Intangible Assets

Intangible Assets represent costs of technology acquired which have reached technological feasibility, the fair value at date of acquisition of an acquired customer base, trade names and non-compete covenants related to the Company’s acquisitions as described in Note 16. The costs of technology have been capitalised and will be written off over their useful economic lives in accordance with FASB ASC 350, “Goodwill and Other Intangible Assets”. The remaining cost associated with the non-current assets will be written off over a maximum of five years. Amortisation expense for the years ended 31 January, 2008, 2009 and 2010 was US$1 million, US$1.4 million and US$1.1 million, respectively for continuing operations.

1.9

Goodwill and Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in various business acquisitions as described in Note 17. In accordance with the provisions of FASB ASC 350, “Goodwill and Other Intangible Assets”, the Company tests it annually for impairment.

Impairment of Non-current Assets and Goodwill.

The Company periodically assesses the impairment of long-lived assets, including identifiable intangibles and related goodwill, in accordance with the provisions of FASB ASC 350, “Goodwill and Other Intangible Assets”. An impairment review is performed on an annual basis or whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors the Company considers important which could trigger an impairment review include, but are not limited to, (1) significant under-performance relative to historical or expected operating results, (2) significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business, (3) significant negative industry or economic trends, (4) a significant decline in the Company’s share price for a sustained period, and (5) the Company’s market capitalisation relative to net book value. When the Company determines that the carrying value of goodwill may not be recoverable, the Company tests for impairment using a projected discounted cash flow model with a discount rate commensurate with the risk inherent in the Company’s current business model.

The GRC segment was tested for impairment as at 31 January, 2008, 2009 and 2010 and no goodwill impairments were recognised for fiscal years 2008, 2009 and 2010.

The Company also assesses the impairment of long-lived assets, in accordance with FASB ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets” on a periodic basis. For the purpose of FASB ASC 360, impairment is the condition that exists when the carrying value of a long-lived asset exceeds its fair value. An impairment loss shall be recognised only if the carrying amount of a long-lived asset is not recoverable and exceeds its fair value.

Factors the Company considers important which could trigger an impairment review include, but are not limited to, (1) increased customer competition, (2) significant changes in the manner of use of the acquired assets or the strategy for the Company’s overall business and (3) significant negative industry or economic trends. When the Company determines that an impairment review of other long-lived intangible assets is required, the Company tests for impairment using a projected undiscounted cash flow model.

No impairments of long-lived assets were recognised for fiscal years 2008, 2009 and 2010.

1.10

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortisation are computed using the straight-line method over the estimated useful lives of the assets as follows:

•

Motor vehicles, computers and office equipment, fixtures and fittings—3 years

•

Leasehold improvements are amortised over the lesser of the leasehold improvements useful life or the lease term.

•

Depreciation expense for continuing operations was US$537,000, US$504,000 and US$409,000 in fiscal years 2008, 2009 and 2010, respectively. Included in the fiscal 2010 expense is depreciation relating to capital leases of US$19,000.

1.11

Net Income (Loss) per Ordinary Share

Basic income (loss) per share is calculated using net income (loss) divided by the weighted-average number of ordinary shares outstanding for the period. Diluted net income (loss) per share is calculated using net income (loss) divided by the weighted-average number of ordinary shares outstanding for the period, plus dilutive potential ordinary shares outstanding during the period.

Basic and diluted net income (loss) per share is calculated in accordance with FASB ASC 260 “Earnings per Share”.

1.12

Concentration of Credit Risk

The Company sells its products primarily to commercial, financial and healthcare markets. While a relatively small number of customers have historically accounted for a significant portion of the Company’s revenues, management believes that these customers are credit worthy and, accordingly, minimal credit risk exists with respect to these customers. The Company performs ongoing credit

evaluations on its customers and maintains reserves for potential credit losses. Generally such losses have been within management’s expectations. The Company had an allowance for doubtful accounts of US$261,000 and US$97,000 at 31 January, 2009 and 2010, respectively for continuing operations. The Company generally requires no collateral from its customers. The Company had bad debt write-offs amounting to US$34,000 in fiscal 2008, US$53,000 in fiscal 2009 and US$103,000 in fiscal 2010, which were fully covered by the bad debt provision.

The Company invests its excess cash in low-risk, short-term deposit accounts and money market funds with high credit-quality banks in the United States, Luxembourg, United Kingdom and Ireland. At 31 January, 2010, US$19.9 million was invested in cash and cash equivalent accounts. The Company performs periodic evaluations of the relative credit standing of all of the financial institutions dealt with by the Company, and considers the credit risk to be minimal.

Allowance for Doubtful Accounts.

The allowance for doubtful accounts receivable is based on the Company’s assessment of the collectability of specific customer accounts and the aging of accounts receivable. The Company maintains an allowance for doubtful accounts at an amount the Company estimates to be sufficient to provide for actual losses resulting from collecting less than full payment on our receivables. A considerable amount of judgment is required when the Company assesses the realisability of receivables, including assessing the probability of collection and the current credit-worthiness of each customer. If the financial condition of our customers was to deteriorate, resulting in an impairment of their ability to make payments, an additional provision for doubtful accounts might be required. In cases where we are aware of circumstances that may impair a specific customer’s ability to meet its financial obligations, the Company records a specific allowance against amounts due, and thereby reduces the net recognised receivable to the amount we reasonably believe will be collected.

Share-based Compensation

The Company recognises share-based compensation in accordance with FASB ASC 718, “Stock Compensation”. The Company anticipates it will recognise an aggregate of US$471,000 of share-based compensation in fiscal years 2011 to 2014. This assumes there are no adjustments to compensation expense due to actual cancellations, modifications or new awards granted.

Advertising and Promotion Expense

All costs associated with advertising are expensed as incurred. Advertising and promotion expense for continuing operations was US$781,000, US$901,000 and US$1.1 million for fiscal years 2008, 2009 and 2010 respectively.

Compensated Absences

At 31 January, 2009 and 2010, the Company had a liability for compensated absences for continuing operations of US$420,000 and US$342,000, respectively,

Accounting for Income Taxes

Deferred income taxes are recognised based on temporary timing differences between the financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using the statutory tax rates and laws expected to apply to taxable income in the years in which temporary differences are expected to reverse. Valuation allowances are provided against the gross deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realised. The ultimate realisation of deferred tax assets is dependent upon the generation of future taxable income and the timing of the temporary differences becoming deductible. Management considers, among other available information, scheduled reversals of deferred tax liabilities, projected future taxable income and other matters in making this assessment.

Significant judgment is required in determining our worldwide income tax provision. Although we believe that our estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and net income in the period in which such determination is made.

The amount of income taxes we pay is subject to ongoing audits by federal, state and foreign tax authorities, which sometimes result in proposed assessments. Our estimate for the potential outcome for any uncertain tax issue is highly judgmental. We believe we have adequately provided for any reasonably foreseeable outcome related to these matters. However, our future results may include favourable or unfavourable adjustments to our estimated tax liabilities in the period the assessments are made or resolved or when statutes of limitation on potential assessments expire. As a result, our effective tax rate may fluctuate significantly on a quarterly basis.

Legal contingencies

The Company is occasionally involved in various claims and legal proceedings. Periodically, the Company reviews the status of each significant matter and assesses the Company’s potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be estimated, the Company accrues a liability for the estimated loss. Because of uncertainties related to these matters, accruals are based only on the best information available at the time. As additional information becomes available, the Company reassesses the potential liability related to the Company’s pending claims and litigation and may revise the Company’s estimates. Such revisions in the estimates of the potential liabilities could have a material impact on the Company’s results of operations and financial position.

Recent Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-14, Software (Topic 985) Certain Arrangements That Contain Software Elements—a consensus of the FASB Emerging Issues Task Force (“EITF”) (“ASU 2009-14”), which amends the scope of software revenue guidance in Accounting Standards Codification (“ASC”) Subtopic 985-605, Software-Revenue Recognition, to exclude tangible products containing software and non-software components that function together to deliver the product’s essential functionality.

In October 2009, the FASB issued ASU No. 2009-13, Revenue Recognition (Topic 605) Multiple-Deliverable Revenue Arrangements—a consensus of the FASB EITF (“ASU 2009-13”), which eliminates the residual method of allocation and requires the relative selling price method when allocating deliverables of a multiple-deliverable revenue arrangement. ASU 2009-13 specifies the best estimate of a selling price is consistent with that used to determine the price to sell the deliverable on a standalone basis. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition.

ASU 2009-14 and ASU 2009-13 are effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after 15 June, 2010, and must be adopted in the same period using the same transition method. If adoption is elected in a period other than the beginning of a fiscal year, the amendments in these standards must be applied retrospectively to the beginning of the fiscal year. Full retrospective application of these amendments to prior fiscal years is optional. Companies may elect early adoption of these standards. The Company is currently assessing the timing of adoption and the effects that ASU 2009-14 and ASU 2009-13 will have on its consolidated results of operations and financial condition.

In January 2010, the FASB issued ASU No. 2010-06 revised guidance intended to improve disclosures related to fair value measurements. This guidance requires new disclosures as well as

clarifies certain existing disclosure requirements. New disclosures under this guidance require separate information about significant transfers in and out of Level 1 and Level 2 and the reason for such transfers, and also require purchases, sales, issuances, and settlements information for Level 3 measurement to be included in the roll forward of activity on a gross basis. The guidance also clarifies the requirement to determine the level of disaggregation for fair value measurement disclosures and the requirement to disclose valuation techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. This accounting guidance is effective for the Company beginning in the first quarter of fiscal 2011, except for the roll forward of activity on a gross basis for Level 3 fair value measurement, which will be effective for the Company in the first quarter of fiscal 2012. We do not expect these new standards to significantly impact our consolidated financial statements.

In February 2010, the FASB issued ASU No, 2010-09, Subsequent Events (Topic 855) which provides amendments to subtopic 855-10. This guidance requires that an entity that is either (a) an SEC filer or (b) a conduit bond obligor for conduit debt securities that are traded in a public market is required to evaluate subsequent events through the date the financial statements are available to be issued. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. The guidance is effective immediately.

Selected Statement of Operating Data

There were no customers who accounted for more than 10% of revenues in fiscal years 2008, 2009 and 2010.

Reclassification

Certain amounts from prior periods have been reclassified to conform to the current period presentation.

TRINTECH GROUP PLC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(U.S. dollars in thousands, except share and per share data)


	Three months ended 31 July,						Six months ended 31 July,
	2010			2009			2010			2009
Revenues:
License	$	5,840		$	5,305		$	11,210		$	10,111
Service		3,270			3,056			6,363			5,982

Total revenues		9,110			8,361			17,573			16,093

Cost of revenues:
License		684			560			1,294			1,116
Amortisation of purchased technology		62			62			124			124
Service		1,510			1,444			3,078			3,003

Total cost of revenues		2,256			2,066			4,496			4,243

Gross margin		6,854			6,295			13,077			11,850
Operating expenses:
Research and development		1,422			1,168			2,750			2,362
Sales and marketing		2,386			2,360			4,661			4,337
General and administrative		1,929			1,841			3,878			3,778
Restructuring charges		-			19			-			245
Amortisation of purchased intangible assets		141			238			281			476

Total operating expenses		5,878			5,626			11,570			11,198

Income from operations		976			669			1,507			652
Interest income, net		17			12			22			37
Exchange gain, net		88			166			131			227

Income before provision for income taxes		1,081			847			1,660			916
Provision for income taxes		(59	)		3			(156	)		(33	)

Net income from continuing operations	$	1,022		$	850		$	1,504		$	883
(Loss) income from discontinued operations, net		-			(247	)		126			(691	)
Gain on sale of discontinued operations, net		50			-			21,817			-

Net income (loss) from discontinued operations, net of tax		50			(247	)		21,943			(691	)
Net income	$	1,072		$	603		$	23,447		$	192

Weighted average shares used in computing basic net income per Ordinary Share		33,361,252			32,945,761			33,265,805			32,848,156

Weighted average shares used in computing diluted net income (loss) per Ordinary Share		34,976,820			32,979,535			34,685,573			32,863,235

Basic and diluted net income per Ordinary Share from continuing operations	$	0.03		$	0.03		$	0.04		$	0.03

Basic net income (loss) per Ordinary Share from discontinued operations	$	0.00		$	(0.01	)	$	0.66		$	(0.02	)

Basic net income per Ordinary Share	$	0.03		$	0.02		$	0.70		$	0.01

Diluted net income (loss) per Ordinary Share from discontinued operations	$	0.00		$	(0.01	)	$	0.63		$	(0.02	)

Diluted net income per Ordinary Share	$	0.03		$	0.02		$	0.67		$	0.01

Basic net income per equivalent ADS	$	0.06		$	0.04		$	1.41		$	0.01

Diluted net income per equivalent ADS	$	0.06		$	0.04		$	1.35		$	0.01

1.	Basis of Presentation and New Accounting Standards

These interim condensed consolidated financial statements have been prepared by Trintech Group PLC (“Trintech” and/or “the Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with U.S. generally accepted accounting principles for interim financial information. Accordingly, certain information and footnote disclosures normally included in annual financial statements have been omitted or condensed. In the opinion of management, all necessary adjustments (consisting of normal recurring accruals) have been made for a fair presentation of financial positions, results of operations and cash flows at the date and for the periods presented. The operating results for the three and six months ended 31 July, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending 31 January, 2011. See “Factors Affecting Future Results”. For further information refer to the consolidated financial statements and footnotes for the year ended 31 January, 2010, included in Trintech’s Annual Report on Form 20-F.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying footnotes. Actual results could differ from those estimates.

In February 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No, 2010-09, Subsequent Events (Topic 855) which provides amendments to subtopic 855-10. This guidance requires an entity that is either (a) an SEC filer or (b) a conduit bond obligor for conduit debt securities that are traded in a public market to evaluate subsequent events through the date the financial statements are available to be issued. An entity that is an SEC filer is not required to disclose the date through which subsequent events have been evaluated. The guidance is effective immediately.

In April 2010, the FASB issued ASU 2010-17, “Revenue Recognition—Milestone Method (Topic 605)”. ASU 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. The guidance provides the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate. This update is effective for annual or interim periods ended after 15 June, 2010. The Company’s adoption of ASU 2010-17did not have an impact on the Company’s consolidated results of operations or financial condition.

Reclassification

On 1 April, 2010, the Company sold its Healthcare division to The Advisory Board Company. As a result the Healthcare business is reported as a discontinued operation in the accompanying condensed consolidated financial statements. All prior period statements, except the consolidated statements of cash flows, have been restated accordingly.

2.	Irish Companies Acts, 1963 to 2009

The financial information relating to the Company and its subsidiaries included in this document does not comprise full group accounts as referred to in Regulation 40 of the European Communities (Companies: Group Accounts) Regulations 1992, copies of which are required by that Act to be annexed to a Company’s annual return. The auditors have reported without qualification under Section 193 of the Companies Act, 1990 in respect of the group financial statements for the year ended 31 January, 2010. A copy of the full group accounts for the year ended 31 January, 2010, prepared in accordance with Irish generally accepted accounting principles, together with the report of the auditors thereon, has been annexed to the relevant annual return, which was filed on 24 August, 2010.

The accompanying condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States and include the Company and its wholly-owned subsidiaries in Ireland, the United Kingdom, the Cayman Islands and the United States after eliminating all material inter-company accounts and transactions.

3.	Fair Value Measurements

FASB ASC 820, Fair Value Measurements and Disclosures requires disclosures about fair value measurements for its assets and liabilities that are re-measured and reported at fair value at each reporting period, and its assets and liabilities that are re-measured and reported at fair value on a non-recurring basis. The following table presents information about the Company’s assets that are measured at fair value at each reporting period as of 31 July, 2010, and indicates the fair value hierarchy of the valuation techniques utilised to determine such fair value. In general, fair values determined by level 1 inputs utilise quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by level 2 inputs utilise data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability.


	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Unobservable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	48,857	$	48,857	$	-	$	-

The Company invests its excess cash in low-risk, short-term, deposit accounts with high credit-quality banks in the United States, Luxemburg, United Kingdom and Ireland. It also invests in highly liquid investments in time deposits of money market and USD Government funds, with original maturities of 90 days or less. At 31 July, 2010, US$48.9 million was invested in cash and cash equivalent accounts. The Company performs periodic evaluations of the relative credit standing of all of the financial institutions dealt with by the Company, and currently considers the credit risk to be minimal.

During the fourth quarter of fiscal 2010, the Company completed its annual impairment tests and assessments of the carrying value of goodwill and identifiable indefinite-lived intangible assets and determined its recorded non-current assets were not impaired as of 31 January, 2010. As such, there were no financials assets and liabilities required to be measured at fair value on a non-recurring basis during the year ended 31 January, 2010.

The Company uses forward exchange contracts to hedge certain operational cash flow exposures resulting from changes in foreign currency exchange rates expected to occur within the next 12 months. The Company enters into these foreign exchange contracts to hedge anticipated sales or purchase transactions in the normal course of business for which there is a firm commitment from a customer or to a supplier. The terms of these contracts are consistent with the timing of the transactions being hedged. The Company does not use such instruments for trading or speculative purposes.

The derivative instruments held by the Company as of 31 July, 2009 did not qualify as accounting hedges as of that date. The fair value losses and gains on derivatives held as of 31 July, 2010 were recognised in the Consolidated Statements of Operations.

As of 31 July, 2010, the Company had no forward exchange contracts outstanding.

As of 31 July,
2010

As of 31 July,
2009

Amount

Value

Amount

Value

(U.S. dollars in thousands)

Derivatives

Forward foreign exchange forward contracts

•

The fair value of cash equivalents, accounts receivable and accounts payable approximates fair value due to the short maturities of those instruments.

•

The fair value of the contracts is calculated as the present value of the settlement amount less the current valuation based on the period end spot rate.

The Company recorded an exchange gain of US$88,000 and US$131,000 for the three and six months ended 31 July, 2010 and an exchange gain of US$166,000 and US$227,000 for the three and six months ended 31 July, 2009, respectively, in the condensed consolidated statements of operations. Included in the exchange gain, net was a gain of US$0 for the three and six months ended 31 July, 2010, respectively and a loss of US$5,000 and a gain of US$27,000 for the three and six months ended 31 July, 2009 relating to derivative instruments.

The gain on derivative instruments is recorded in net cash provided by operating activities in the condensed consolidated statements of cash flows.

4.	Discontinued Operations and Divestitures

In March 2010, the Company entered into a definitive agreement to sell its Healthcare business to The Advisory Board Company (“ABC”). The sale was successfully completed on 1 April, 2010. The Company decided to sell the Healthcare division in order to drive additional value for its stakeholders through a singular focus on the Financial Governance, Risk and Compliance (“GRC”) market. As a result of this transaction, the Healthcare business is reported as discontinued operations in the accompanying condensed consolidated financial statements. All prior period statements, except the consolidated statements of cash flows, have been restated accordingly.

Under the terms of the agreement, The Advisory Board Company paid the Company US$34.5 million in cash for all the outstanding shares of a newly formed subsidiary which, prior to closing, held substantially all the assets and liabilities of the Healthcare business. The sale price was subject to the following adjustments:

•

A total escrow amount of US$6 million of which US$2.0 million and US$4.0 million will be held for a period of 9 months and 21 months, respectively from the closing date to cover claims that might arise under representations and warranties and certain other obligations provided in the share purchase agreement.

•

An estimated negative working capital adjustment of US$551,000 at the closing date. The Company finalised the working capital adjustment at US$538,000 in the quarter ended 31 July, 2010, resulting in a gain of $13,000.

The Company reported a gain on sale of discontinued operations of US$50,000 for the three months ended 31 July, 2010. The Company reported a loss from discontinued operations of US$247,000 for the three months ended 31 July, 2009.

The Company reported net income from discontinued operations of US$21.9 million for the six months ended 31 July, 2010, which included a gain on sale of discontinued operations of US$21.8 million and net income from discontinued operations of US$126,000. The Company reported a net loss from discontinued operations of US$691,000 for the six months ended 31 July, 2009.

In conjunction with the sale of the Healthcare division, options held by Healthcare employees were modified such that the options became immediately vested. This modification resulted in additional compensation expense of $121,000 and was recorded within discontinued operations in the first quarter of fiscal 2011. The weighted-average exercise price of these options was $2.71 per equivalent ADS and the options must be exercised by 31 January, 2011.

The condensed consolidated statements of the discontinued operations were as follows:


	Three months ended 31 July,					Six months ended 31 July,
	2010		2009			2010		2009
	(U.S. dollars in thousands)
Revenue		-		1,568			1,011		3,001

(Loss) income from discontinued operations		-		(247	)		126		(691	)
Gain on sale of discontinued operations, net		50		-			21,817		-

Net income (loss) from discontinued operations, net of tax	$	50	$	(247	)	$	21,943	$	691

The above results for discontinued operations for the six months ended 31 July, 2010 includes the results of the Healthcare business for the two months through 1 April, 2010, the date of sale.

The assets and liabilities of the discontinued operations were as follows:


	As of
	31 July, 2010		31 January, 2010
	(U.S. dollars in thousands)
Assets
Accounts receivable, net of allowance of US$65,000 at 31 January, 2010	$	-	$	646
Prepaid expenses and other assets		-		125
Property and equipment, net		-		219
Goodwill and intangible assets		-		4,986
Deferred costs		-		1,727

Total current assets	$	-	$	7,703

Liabilities
Accounts payable	$	-	$	9
Accrued payroll and related expenses		-		330
Other accrued liabilities		-		226
Deferred revenues		-		3,416

Total current liabilities	$	-	$	3,981

5.	Shareholders’ Equity

The Company’s authorised share capital comprises 100,000,000 Ordinary Shares of US$0.0027 par value per share and 10,000,000 Series B Preference Shares of US$0.0027 par value per share, which may be issued with such special, qualified, preferred, deferred or other rights or privileges or conditions as to capital, dividends, rights of voting or other matters as the Directors of the Company may decide.

In July 2010, the Company’s shareholders gave the board the authority to engage in the repurchase of the Company’s outstanding ordinary shares on such terms and conditions and in such manner as the Directors may from time to time determine, but so that:

(1)

the maximum number of shares authorised to be purchased shall be such number of shares whose aggregate nominal value shall not exceed 15 per cent of the aggregate nominal value of the issued share capital of the Company as at the commencement of business on July 22, 2010;

(2)

the minimum price which may be paid for any share is an amount equal to its nominal value; and

(3)

the maximum price which may be paid for any share (a “relevant share”) shall be the higher of the nominal value thereof and an amount equal to 105 per cent of the average of the relevant prices of the shares of the same class as the relevant share in respect of each of the five Trading Days immediately preceding the day on which the relevant share is purchased.

The Company issued 20,000 ordinary shares in the three and six months periods ended 31 July, 2010.

Dividends may only be declared and paid out of profits available for distribution determined in accordance with accounting principles generally accepted in Ireland and applicable Irish company law and are recorded in accordance with U.S. GAAP. There were no dividends declared or payable by the Company in any of the periods presented.

6.	Comprehensive Income (Loss)

The following table sets forth the calculation of comprehensive income (loss) for the three and six months ended 31 July, 2010 and 2009:


	Three months ended 31 July,						Six months ended 31 July,
	2010			2009			2010			2009
	(U.S. dollars in thousands)
Net income	$	1,072		$	603		$	23,447		$	192
Other comprehensive loss		(49	)		(158	)		(101	)		(194	)

Comprehensive income (loss)	$	1,023		$	445		$	23,346		$	(2	)

7.	Computation of Net Income Per Ordinary Share


	Three months ended 31 July,					Six months ended 31 July,
	2010		2009			2010		2009
	(U.S. dollars in thousands, except share and per share data)
Numerator:
Net income from continuing operations	$	1,022	$	850		$	1,504	$	883
Net income (loss) from discontinued operations		50		(247	)		21,943		(691	)

Net income	$	1,072	$	603		$	23,447	$	192

Denominator:
Basic weighted-average common shares outstanding		33,361,252		32,945,761			33,265,805		32,848,156
Effect of dilutive options		1,615,568		33,774			1,419,768		15,079

Diluted weighted-average common shares outstanding		34,976,820		32,979,535			34,685,573		32,863,235


Basic and diluted net income per Ordinary Share from continuing operations		0.03		0.03			0.04		0.03
Basic net income (loss) per Ordinary Share from discontinued operations		0.00		(0.01	)		0.66		(0.02	)
Basic net income per Ordinary Share		0.03		0.02			0.70		0.01
Diluted net income (loss) per Ordinary Share from discontinued operations		0.00		(0.01	)		0.63		(0.02	)
Diluted net income per Ordinary Share		0.03		0.02			0.67		0.01

8.	Income Taxes

Provision for income taxes was US$59,000 and US$156,000 for the three and six months ended 31 July, 2010, respectively which was primarily related to US state taxes, UK income taxes and Irish tax on interest.

Provision for income taxes was US$3,000 credit and US$33,000 expense for the three and six months ended 31 July, 2009, respectively. During the three and six months ended 31 July, 2009, the Company recorded an expense of US$35,000 and US$72,000, respectively for US state taxes and UK income taxes. The Company also recorded a US$38,000 credit in the three months ended 31 July, 2009 as a final settlement from the German tax authorities in respect of the liquidation of Trintech Gmbh.

The Company will continue to review its operating results to determine if it becomes more likely than not that its deferred tax assets will be realised in the future, at which time the Company would release some or all of the valuation allowance. The Company may record additional deferred tax benefits in future periods if it expects to utilise additional deferred tax assets. This analysis is largely based on the Company’s assessment of future income which is closely connected to its budgeting process, which takes place in the fourth quarter of each year.

9.	Share-based Compensation Plans

The expected life of the options is calculated using the simplified method set out in ASC 718. The simplified method defines the life as the average of the contractual term of the options and the weighted-average vesting period for all option tranches. The Company uses the simplified method as it does not have sufficient exercise data from its own experience to determine a reasonable estimate.

The Company’s estimated option forfeiture rate in the three and six months ended 31 July, 2010 and 2009, based on its historical option forfeiture experience, is approximately 4.83% and 3.82%, respectively. The Company will record additional expense if the actual option forfeitures are lower than estimated and will record a recovery of prior expense if the actual option forfeitures are higher than estimated.

The Company anticipates it will recognise an aggregate of US$1.5 million from continuing operations as compensation expense in fiscal years 2011 to 2014. This assumes there are no adjustments to compensation expense due to actual cancellations, modifications or new awards granted.

10.

Restructuring Charges

There was no restructuring charge in the three and six months ended 31 July, 2010.

However, due to the difficult business trading environment in the US in fiscal 2009, the Company established a restructuring plan in that year to rationalise, integrate and align the resources of the Company. This restructuring plan included workforce reductions and abandoning of excess lease facilities. The workforce reduction was designed to eliminate duplicate staff positions following the acquisition of the Movaris business and to enable the Company to better align the cost structure during the current economic downturn, which has adversely impacted revenues, elongated selling cycles, and delayed, suspended or reduced the demand for certain products. The lease facility reductions allow the Company to consolidate its workforce within the offices better matching their size and needs; it also was designed to allow the Company to match operational costs more closely with projected need levels. Prior to implementation of the restructuring plan, both the workforce and the facilities were larger than necessary for the Company’s level of business activity. The business environment had not significantly improved at the start of fiscal 2010 and as a result the Company had additional workforce reductions of US$253,000 in the six months ended 31 July, 2009 of which US$245,000 was for the GRC segment and US$8,000 was for the discontinued Healthcare segment.

11.

Segment Information

Operating segments are identified as components of an enterprise about which separate discrete financial information is available that is evaluated by the chief operating decision maker or decision making group to make decisions about how to allocate resources and assess performance in accordance with FASB ASC 280 “Disclosures about Segments of an Enterprise and Related Information” and related interpretations. The Company’s chief operating decision maker is the President.

The Company split its operations between Payments and GRC prior to fiscal 2007. The Payments business developed, marketed and sold electronic PoS hardware and systems that enabled electronic payments in multiple channels. On 1 September, 2006 the Company sold substantially all of the Payments business (excluding its German business) to VeriFone Holdings, Inc.

The Company subsequently split its operations between GRC and Healthcare from fiscal 2007 through the third quarter of fiscal 2010. In the fourth quarter, the Company determined that its Healthcare business

qualified for held for sale and discontinued operation classification and therefore was no longer an operating segment. On 1 April, 2010 the Company sold its Healthcare business to The Advisory Board Company. All prior period statements, except the consolidated statements of cash flows, have been reclassified accordingly.

As of 31 January, 2010 and 31 July, 2010, the Company has one business and operates in one industry segment of Financial GRC. The Company is a major international provider of Financial GRC solutions for commercial, financial and healthcare markets. Its recognised expertise in reconciliation process management, financial data aggregation, financial close and reporting, risk management and compliance enables customers to gain greater visibility and control of their critical financial processes leading to better overall business performance.

Segment net income consists of total segment revenues offset only by expenses directly attributable to that segment. Depreciation and amortisation of long-lived assets are allocated based on general cost allocations. Administrative expenses relating to the management and operation of a public company covering marketing, human resources, senior management, non-executive directors, professional fees, directors and officers insurance, facilities, acquisition related charges and other corporate costs are included in determining our consolidated operating income. However, these expenses are not allocated to the operating segment, and, therefore, are not included in segment net income (loss) from continuing operations.


	Three months ended 31 July, 2010
	(U.S. dollars in thousands)
Revenues:
License	$	5,840	$	-		$	5,840
Service		3,270		-			3,270

Total revenues		9,110		-			9,110
Cost of sales		2,180		76			2,256

Gross profit (loss)		6,930		(76	)		6,854
Operating expenses		4,832		1,046			5,878

Operating profit (loss)		2,098		(1,122	)		976
Non-operating income, net		-		46			46

Net income (loss) from continuing operations	$	2,098	$	(1,076	)	$	1,022

Segment assets	$	6,083	$	71,741		$	77,824

Segment goodwill	$	20,290	$	-		$	20,290


	Three months ended 31 July, 2009
	(U.S. dollars in thousands)
Revenues:
License	$	5,305	$	-		$	5,305
Service		3,056		-			3,056

Total revenues		8,361		-			8,361
Cost of sales		1,989		77			2,066

Gross profit		6,372		(77	)		6,295
Operating expenses		4,426		1,200			5,626

Operating profit (loss)		1,946		(1,277	)		669
Non-operating income, net		-		181			181

Net income (loss) from continuing operations	$	1,946	$	(1,096	)	$	850

Segment assets	$	5,660	$	41,520		$	47,180

Segment goodwill	$	20,290	$	-		$	20,290


	Six months ended 31 July, 2010
	(U.S. dollars in thousands)
Revenues:
License	$	11,210	$	-		$	11,210
Service		6,363		-			6,363

Total revenues		17,573		-			17,573
Cost of sales		4,339		157			4,496

Gross profit (loss)		13,234		(157	)		13,077
Operating expenses		9,481		2,089			11,570

Operating profit (loss)		3,753		(2,246	)		1,507
Non-operating income, net		-		(3	)		(3	)

Net income (loss) from continuing operations	$	3,753	$	(2,249	)	$	1,504

Segment assets	$	6,083	$	71,741		$	77,824

Segment goodwill	$	20,290	$	-		$	20,290


	Six months ended 31 July, 2009
	(U.S. dollars in thousands)
Revenues:
License	$	10,111	$	-		$	10,111
Service		5,982		-			5,982

Total revenues		16,093		-			16,093
Cost of sales		4,099		144			4,243

Gross profit		11,994		(144	)		11,850
Operating expenses		8,803		2,395			11,198

Operating profit (loss)		3,191		(2,539	)		652
Non-operating income, net		-		231			231

Net income (loss) from continuing operations	$	3,191	$	(2,308	)	$	883

Segment assets	$	5,660	$	41,520		$	47,180

Segment goodwill	$	20,290	$	-		$	20,290

The distribution of net revenues and long-lived assets by geographical area was as follows:


	Three months ended 31 July,				Six months ended 31 July,
	2010		2009		2010		2009
	(U.S. dollars in thousands)
Net revenues:
United States of America	$	7,529	$	7,452	$	14,767	$	14,299
Ireland		6		75		11		102
Rest of Europe		1,113		556		2,065		1,117
Rest of World		462		278		730		575

Total	$	9,110	$	8,361	$	17,573	$	16,093


	Six months ended 31 July,
	2010		2009
	(U.S. dollars in thousands)
Long-Lived Assets:
United States of America	$	11,661	$	12,512
United Kingdom		16		38
Ireland		11,055		11,096

Total	$	22,732	$	23,646

12.

Recent Accounting Pronouncements

In October 2009, the FASB issued ASU No. 2009-14, Software (Topic 985) Certain Arrangements That Contain Software Elements—a consensus of the FASB Emerging Issues Task Force (“EITF”) (“ASU 2009-14”), which amends the scope of software revenue guidance in Accounting Standards Codification (“ASC”) Subtopic 985-605, Software-Revenue Recognition, to exclude tangible products containing software and non-software components that function together to deliver the product’s essential functionality.

In January 2010, the FASB issued ASU No. 2010-06 revised guidance intended to improve disclosures related to fair value measurements. This guidance requires new disclosures as well as clarifies certain existing disclosure requirements. New disclosures under this guidance require separate information about significant transfers in and out of Level 1 and Level 2 and the reason for such transfers, and also require purchases, sales, issuances, and settlements information for Level 3 measurement to be included in the roll forward of activity on a gross basis. The guidance also clarifies the requirement to determine the level of disaggregation for fair value measurement disclosures and the requirement to disclose valuation techniques and inputs used for both recurring and nonrecurring fair value measurements in either Level 2 or Level 3. This accounting guidance was effective for the Company beginning in the first quarter of fiscal 2011, except for the roll forward of activity on a gross basis for Level 3 fair value measurement, which will be effective for the Company in the first quarter of fiscal 2012. The Company does not expect these new standards to significantly impact our consolidated financial statements.

In April 2010, the FASB issued ASU No. 2010-13, Topic 718—Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades (“ASU 2010-13”), which provides guidance on the classification of a share-based payment award as either equity or a liability. A share-based payment award that contains a condition that is not a market, performance, or service condition is required to be classified as a liability. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those years beginning on or after 15 December, 2010. The Company’s adoption of ASU 2010-13 is not expected to have an impact on the Company’s consolidated results of operations or financial condition.

PROFIT FORECAST

The Profit Forecast

On 3 March 2010, the Trintech Directors provided the following guidance with regard to the results of the continuing business of the Trintech Group for the year ending 31 January 2011 (the “Profit Forecast”):

“For the full year we are targeting from continuing operations…net income growth of 20%.”.

Basis of Preparation

The Profit Forecast has been prepared in accordance with the stated accounting policies of the Trintech Group for the year ended 31 January 2010.

Assumptions

The principal assumptions on which the Profit Forecast is based are set out below.

The assumptions that are outside of the influence of Trintech’s Directors and management are:

•

There will be no material change in trading conditions or in exchange rates in the main territories where Trintech operates.

•

There will be no business interruptions that materially affect the Trintech Group.

•

There will be no material changes in the political and /or economic environments in the US, the UK and Australia that would materially affect the Trintech Group.

•

There will be no material change in legislation or regulatory requirements impacting the Trintech Group’s operations or its accounting policies.

The assumptions that are within the influence of Trintech’s Directors and management are:

•

There will be no acquisitions or disposals by the Trintech Group in the period of the Profit Forecast that will have a material impact on profit.

•

The Company’s forecast for net income is stated before all pre-Acquisition seller costs.

•

The proposed sale of the Company does not adversely impact the Company’s ability to secure new licence sales for the remainder of the financial year ending 31 January 2011.

•

No contracts will be lost due to any change of ownership clauses as a result of the Acquisition.

•

There will be no deferred tax charge due to valuation allowances available.

•

The Group tax charge will mainly comprise tax payable on interest income in Ireland and state taxes in the US due to the availability of carried forward net operating losses.

•

There will be no taxable gain from the sale of Trintech’s Healthcare (Concuity) division in April 2010 due to the availability of capital losses forward.

For the purposes of the Profit Forecast, “pre-Acquisition seller costs” means all non-operating costs associated with the Acquisition including (but not limited to): legal fees; investment banking fees; accountancy and tax advisory fees and office wind-down costs.

Report of Reporting Accountant

The accounting policies and calculations underlying the Profit Forecast have been reported upon by PricewaterhouseCoopers, our independent registered public accounting firm. PricewaterhouseCoopers’s report (the “PwC Report”) is set out below on pages 85 and 86.

PricewaterhouseCoopers has prepared the PwC Report at the request of Trintech Group plc (“Trintech”) solely to enable Trintech to meet certain of its obligations pursuant to Rule 28.3 of the of the Irish Takeover Panel Act 1997, Takeover Rules, 2007, (as amended) (the “Takeover Rules). The Takeover Rules apply to the Scheme Document because Trintech has its registered office in Ireland and its securities are admitted to trading on NASDAQ, thereby making Trintech a “relevant company” for the purposes of the Takeover Rules. Rule 28.3 of the Takeover Rules requires that any profit forecast to which Rule 28 of the Takeover Rules applies include an accountants’ report on the Profit Forecast in the Scheme Document. Rule 28.3 of the Takeover Rules applies because Trintech published the Profit Forecast prior to the Offer Period and as such must have it reported on in accordance with Rule 28.3 of the Takeover Rules pursuant to Rule 28.6(b) of the Takeover Rules.

We are not required to provide the PwC Report under U.S. securities laws, the rules of the SEC, or any other applicable U.S. law. Accordingly, the PwC Report is intended to be relied upon only by those persons to whom it is expressly addressed and the Trintech Shareholders to whom the Acquisition is being made and should not be relied upon by any other person.

The PwC Report was prepared in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom and published by The Institute of Chartered Accountants in Ireland. The PwC Report has not been carried out in accordance with auditing standards generally accepted in the United States of America or auditing standards of the Public Company Accounting Oversight Board (United States), nor does it constitute an examination, compilation or review under those standards and practices. Accordingly it should not be relied upon as if it had been carried out in accordance with those standards. Additionally, to the extent permitted by law and as set forth in the PwC Report, PricewaterhouseCoopers liability for the PwC Report, which is addressed to the Trintech Directors and its financial advisers, is limited to any responsibility PricewaterhouseCoopers may have to the addressees of the Report and Trintech’s Shareholders as a result of inclusion of this report in this document.

Trintech Shareholders should review the PwC Report in its entirety, and the foregoing statements are qualified by reference to the full PwC Report.

LOGO

The Directors

Trintech Group Plc

Block C

Central Park

Leopardstown

Dublin 18

Ireland

William Blair & Company LLC

222 West Adams Street

Chicago

Illinois 60606

United States of America

2	November 2010

Dear Sirs

Trintech Group Plc

We report on the profit forecast comprising the statement by Trintech Group plc (“Trintech”) and its subsidiaries (together “Trintech Group”) for the year ending 31 January 2011 (the “Profit Forecast”). The Profit Forecast and the material assumptions upon which it is based, are set out on page 83 of the Scheme Document issued by Trintech Group plc dated 2 November 2010 (the “Scheme Document”).

This report is required by Rule 28.3 of the Irish Takeover Panel Act 1997, Takeover Rules, 2007 (as amended) (the “Takeover Rules”) and is given for the purpose of complying with that rule and for no other purpose.

Accordingly, we assume no responsibility in respect of this report to Cerasus II Limited (the “Offeror”) or any other person connected to, or acting in concert with, the Offeror or to any other person who is seeking or may in future seek to acquire control of Trintech Group plc (an “Alternative Offeror”) or to any other person connected to or acting in concert with an Alternative Offeror.

Responsibilities

It is the responsibility of the directors of the Company (the “Directors”) to prepare the Profit Forecast in accordance with the requirements of Rule 28.1 of the Takeover Rules.

It is our responsibility to form an opinion as required by Rule 28.3 of the Takeover Rules as to the proper compilation of the Profit Forecast and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under Rule 28.3 of the Takeover Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 28.3 of the Takeover Rules.

Basis of Preparation of the Profit Forecast

The Profit Forecast has been prepared on the basis stated on page 83 of the Scheme Document and is based on the unaudited interim financial results for the six months ended 31 July 2010 and a forecast for the remaining six months to 31 January 2011. The Profit Forecast is required to be presented on a basis consistent with the accounting policies of the Group.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom and published by The Institute of Chartered Accountants in Ireland. Our work included evaluating the basis on which the historical financial information included in the Profit Forecast has been prepared and considering whether the Profit Forecast has been accurately computed based upon the disclosed assumptions and the accounting policies of the Group. Whilst the assumptions upon which the Profit Forecast are based are solely the responsibility of the Directors, we considered whether anything came to our attention to indicate that any of the assumptions adopted by the Directors which, in our opinion, are necessary for a proper understanding of the Profit Forecast have not been disclosed or if any material assumption made by the Directors appears to us to be unrealistic.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Profit Forecast has been properly compiled on the basis stated.

Since the Profit Forecast and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual results reported will correspond to those shown in the Profit Forecast and differences may be material.

Our work on the Profit Forecast does not constitute an audit. Our work has not been carried out in accordance with auditing standards generally accepted in the United States of America, or other jurisdictions, or the auditing standards of the Public Company Accounting Oversight Board (United States) nor does it constitute an examination, compilation or review under those standards and practices and accordingly should not be relied upon as if it had been carried out in accordance with those standards.

Opinion

In our opinion, the Profit Forecast has been properly compiled on the basis of the assumptions made by the Directors and the basis of accounting used is consistent with the accounting policies of the Group.

Yours faithfully

PricewaterhouseCoopers

LOGO

November 2, 2010

The Directors

Trintech Group PLC

Block C, Central Park

Leopardstown

Dublin 18, Ireland

Dear Sirs,

We have discussed with you as Directors of Trintech Group plc the Profit Forecast and the basis on which it has been prepared.

We have also examined and discussed the accounting policies and basis of calculation for the Profit Forecast with PricewaterhouseCoopers, Trintech Group plc’s reporting accountants, and have considered their letter of today’s date addressed to yourselves and ourselves on this matter. You have confirmed to us that all information material to the Profit Forecast has been disclosed to us. We have relied on the accuracy and completeness of all such information and have assumed such accuracy and completeness for the purpose of rendering this letter.

On the basis of the foregoing, we consider that the Profit Forecast, for which you as Directors of Trintech Group PLC are solely responsible, has been compiled with due care and consideration.

This letter is provided to you solely in connection with Rule 28 of the Irish Takeover Rules and for no other purpose.

Sincerely,

William Blair & Company

LOGO

PART VIII—ADDITIONAL INFORMATION

1.	RESPONSIBILITY

1.1

The directors of Trintech (whose names are set out in paragraph 2 of this Part VIII (Additional Information) accept responsibility for the information contained in this document, other than that relating to the Cerasus Group, their respective associates and the directors of the Cerasus Group and the Cerasus Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Trintech (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

1.2

The Cerasus Directors (whose names are set out in paragraph 2 of Part VI (Information on Cerasus and Spectrum Equity) of this document) and the Spectrum Equity Investors Directors (whose names are set out in paragraph 2 of Part VI (Information on Cerasus and Spectrum Equity) of this document)) accept responsibility for the information contained in this document relating to the Cerasus Group, their respective associates and the Cerasus Directors and the Spectrum Equity Investors Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the Cerasus Directors and the Spectrum Equity Investors Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

2.	DIRECTORS AND REGISTERED OFFICE

The names of the directors of Trintech and their respective functions are as follows:


Cyril P. McGuire		Chairman, Chief Executive Officer and Director
R. Paul Byrne		President and Director
Kevin C. Shea		Non-Executive Director
Robert M. Wadsworth		Non-Executive Director
Trevor D. Sullivan		Non-Executive Director
Dr. Jim Mountjoy		Non-Executive Director

The registered office of Trintech is Block C, Central Park, Leopardstown, Dublin 18, Ireland.

3.	FINANCIAL ANALYSIS

William Blair acted as financial advisor to Trintech in connection with a possible acquisition of the Company.

As part of its engagement, Trintech requested that William Blair render an opinion as to whether the Acquisition Consideration of $6.60 per Trintech ADS was fair, from a financial point of view, to Trintech Securityholders. On 15 October, 2010, William Blair delivered its oral opinion to the Trintech Directors and subsequently confirmed in writing that, as of such date and based upon and subject to the assumptions and qualifications stated in its opinion, the acquisition consideration was fair, from a financial point of view, to the Trintech Securityholders.

The full text of William Blair’s written opinion, dated 15 October 2010, is attached as Annex D to this Scheme Document and incorporated into this document by reference. We urge Trintech Securityholders to read the entire opinion carefully to learn about the assumptions made, procedures followed, matters considered and limits on the scope of the review undertaken by William Blair in rendering its opinion. William Blair’s opinion relates only to the fairness, from a financial point of view, to Trintech of the consideration to be paid by Cerasus pursuant to the Acquisition. William Blair’s opinion does not address any other aspect of the Acquisition or any related transaction, and

does not constitute a recommendation to any Trintech Securityholder as to how that Trintech Securityholder should vote with respect to the Acquisition. William Blair did not address the merits of the underlying decision by Trintech to engage in the Acquisition. The following summary of William Blair’s opinion is qualified in its entirety by reference to the full text of the opinion.

William Blair provided the opinion described above for the information and assistance of the Trintech Directors in connection with its consideration of the Acquisition. The terms of the Scheme and the amount and form of the Consideration, however, were determined through negotiations between Trintech and Cerasus, and were approved by the Trintech Directors. William Blair provided financial advice to Trintech during such negotiations. However, William Blair did not recommend any form of consideration to Trintech, or that any specific form of consideration constituted the only appropriate consideration for the proposed acquisition.

In connection with its opinion, William Blair, among other things:

•

reviewed the Transaction Agreement dated 15 October, 2010;

•

reviewed audited historical financial statements of Trintech for the years ended 31 January, 2008, 2009 and 2010;

•

reviewed unaudited financial statements of the Company for the eight months ended 31 August, 2009 and 2010;

•

reviewed certain internal business, operating and financial information and forecasts of the Company (the “Forecasts”), prepared by the senior management of the Company;

•

reviewed information regarding publicly available financial terms of certain other business combinations it deemed relevant;

•

reviewed the financial position and operating results of the Company compared with those of certain other publicly traded companies it deemed relevant;

•

reviewed current and historical market prices and trading volumes of the ADS of the Company; and

•

reviewed certain other publicly available information on the Company.

William Blair also held discussions with members of the senior management of Trintech to discuss the foregoing, and took into account the accepted financial and investment banking procedures and considerations that it deemed relevant.

In rendering its opinion, William Blair assumed and relied, without independent verification, upon the accuracy and completeness of all the information that was examined by or otherwise reviewed or discussed with William Blair for purposes of this opinion, including, without limitation, the forecasts provided by the Company’s senior management, and William Blair has not assumed any responsibility or liability therefor. William Blair has not made or obtained an independent valuation or appraisal of the assets, liabilities or solvency of Trintech, nor have any such valuations or appraisals been provided to William Blair. William Blair was advised by the senior management of Trintech that the forecasts examined by William Blair have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of the Company, and William Blair has assumed, with management’s consent, that the forecasts will be achieved in the amounts and at the time contemplated thereby. William Blair expresses no opinion with respect to the forecasts or the estimates and judgments on which they are based. William Blair did not consider and express no opinion as to the amount or nature of the compensation to any of the Company’s officers, directors, or employees (or any class of such persons) relative to the compensation to other stockholders. William Blair does not address the relative merits of the Acquisition as compared to any alternative business strategies that might exist for Trintech, or the effect of any other transaction in which the Company might engage. William Blair has relied as to all legal, accounting and tax matters on advice of

Trintech’s advisors and has assumed that the Acquisition will be consummated on the terms described in the draft Transaction Agreement, without any amendment or waiver of any material terms or conditions by the Company. William Blair has, in the past, provided certain investment banking services to Trintech and may continue to do so and has served as an investment banker in connection with the Acquisition and will receive a fee for its services. Also, William Blair, in the ordinary course of business, may actively trade Trintech’s securities.

William Blair’s opinion was based upon economic, market, financial and other conditions existing on, and other information disclosed to William Blair as of, 15 October, 2010. Although developments subsequent to 15 October, 2010 may affect its opinion, William Blair does not have any obligation to update, revise or reaffirm its opinion.

William Blair did not express any opinion as to the price at which the Trintech ADSs will trade at any future time or as to the effect of the announcement of the Acquisition on the trading price of the Trintech ADSs. William Blair noted that the trading price may be affected by a number of factors, including but not limited to:

•

dispositions of Trintech ADSs by Trintech ADS holders within a short period of time after the effective date of the Acquisition;

•

changes in prevailing interest rates and other factors that generally influence the price of securities;

•

adverse changes in the current capital markets;

•

the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of Trintech or in its respective target markets;

•

any necessary actions by or restrictions of federal, state or other governmental agencies or regulatory authorities; and

•

timely completion of the Acquisition on terms and conditions that are acceptable to all parties at interest.

The following is a summary of the material financial analyses performed and material factors considered by William Blair to arrive at its opinion. William Blair performed certain procedures, including each of the financial analyses described below, and reviewed with Trintech Directors the assumptions upon which such analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by William Blair in this regard, it does set forth those considered by William Blair to be material in arriving at its opinion.

Selected Public Company Analysis. William Blair reviewed and compared certain financial information relating to Trintech to corresponding financial information, ratios and public market multiples for publicly traded companies who provide software in the governance, risk and compliance (“GRC”) sector irrespective of market capitalisation, companies that provide financial software and services irrespective of market capitalisation and companies who focus on providing software to a specific market niche and who are of similar size to the Company. The companies selected by William Blair were:

•

ACI Worldwide, Inc.;

•

BMC Software Inc.;

•

Bottomline Technologies Inc.;

•

CA Technologies;

•

EMC Corporation;

•

Epicor Software Corporation;

•

EPIQ Systems, Inc.;

•

Fidelity National Information Services, Inc.;

•

Fiserv, Inc.;

•

Fundtech Ltd.;

•

Guidance Software, Inc.;

•

International Business Machines Corp.;

•

Jack Henry & Associates Inc.;

•

JDA Software Group Inc.;

•

Lawson Software, Inc.;

•

Manhattan Associates, Inc.;

•

Online Resources Corp.;

•

Open Text Corp.;

•

QAD Inc.;

•

Quest Software Inc.;

•

S1 Corporation; and

•

Symantec Corporation.

Among the information William Blair considered were Revenue, EBITDA and Net Income. William Blair considered the enterprise value as a multiple of Revenue and EBITDA for each company for the last twelve months for which results were publicly available and for the respective calendar year revenue and EBITDA estimates for 2010 and 2011, and the equity value to net income estimates for 2010 and 2011. The last twelve months of operating results and the corresponding derived multiples for Trintech were based on 31 August, 2010 information provided by Trintech and the consideration of $6.60 per Trintech ADS. The operating results and corresponding multiples of the selected companies were based on each company’s most recent available publicly disclosed financial information, closing share prices as of 13 October, 2010 and estimates for calendar years 2010 and 2011 where appropriate. William Blair noted that it did not have access to internal forecasts for any of the selected public companies, except Trintech. The implied enterprise value of the transaction is based on the equity value implied by the purchase price plus the total debt, less any excess cash net of certain costs to eliminate costs of being a public company, and cash equivalents estimated through 31 December, 2010 based on the Company’s forecasts as of 15 October, 2010.

William Blair then compared the implied transaction multiples for Trintech to the range of trading multiples for the selected companies. Information regarding the range of multiples from William Blair’s analysis of selected publicly traded companies is set forth in the following table:

Selected Public Company
Valuation Multiples

Implied
Transaction
Multiple

Min

Median

Max

Enterprise Value/LTM (8/31/2010) Revenue

0.43x

1.95x

3.52x

2.10x

Enterprise Value/2010E Revenue

0.44x

1.93x

3.44x

1.96x

Enterprise Value/2011P Revenue

0.42x

1.83x

3.23x

1.76x

Enterprise Value/LTM (8/31/2010) EBITDA

5.7x

9.7x

15.5x

14.1x

Enterprise Value/2010E EBITDA

5.9x

8.8x

12.2x

11.4x

Enterprise Value/2011P EBITDA

5.2x

7.7x

10.6x

9.9x

Equity Value/2010E Net Income

11.6x

16.7x

34.5x

29.4x

Equity Value/2011P Net Income

10.7x

14.8x

45.5x

27.1x

William Blair noted that the implied transaction multiples based on the terms of the Acquisition were generally within the range of multiples of the selected public companies.

Although William Blair compared the trading multiples of the selected companies as of 13 October, 2010 and applied such multiples to Trintech at $6.60 per Trintech ADS, none of the selected companies is identical to Trintech. Accordingly, any analysis of the selected publicly traded companies necessarily involved complex considerations and judgments concerning the differences in financial and operating characteristics and other factors that would necessarily affect the analysis of trading multiples of the selected publicly traded companies.

Selected M&A Transactions Analysis. William Blair performed an analysis of selected recent business combinations consisting of transactions announced subsequent to 1 January, 2007 and focused primarily on the GRC software, financial technology and vertical software industries and more specifically, transactions generally of similar size within said industries. William Blair’s analysis was based solely on publicly available information regarding such transactions. The selected transactions were not intended to be representative of the entire range of possible transactions in the respective industries. The transactions examined were (target/acquirer):

•

Salary.com, Inc./Kenexa Corp.;

•

COA Solutions Ltd./Advanced Computer Software plc;

•

I2 Technologies, Inc./JDA Software Group Inc.;

•

KANA Software, Inc./Accel-KKR LLC;

•

Goldleaf Financial Solutions, Inc./Jack Henry & Associates Inc.;

•

SAF Simulation, Analysis and Forecasting AG /SAP AG;

•

MSC.Software Corporation/Symphony Technology Group;

•

SumTotal Systems, Inc./Vista Equity Partners;

•

Entrust, Inc./Thoma Bravo, LLC;

•

Paisley Consulting, Inc./Thomson Reuters Corporation;

•

Aladdin Knowledge Systems Ltd./Vector Capital;

•

IBS OPENSystems Limited/Capita Group plc;

•

NetManage, Inc./Micro International plc;

•

Coda Plc/Unit 4 N.V.;

•

Longview Solutions, Inc./Exact Holding NV; and

•

Corillian Corporation/Checkfree Corporation.

William Blair reviewed the consideration paid in the selected transactions in terms of the enterprise value of such transactions as a multiple of revenue and EBITDA of the target for the latest twelve months prior to the announcement of these transactions. William Blair compared the resulting range of transaction multiples of revenue and EBITDA for the selected transactions to the implied transaction multiples for Trintech. Information regarding the range of multiples from William Blair’s analysis of selected transactions is set forth in the following table:

Selected Transaction
Valuation Multiples

Implied
Transaction
Multiple

Min

Median

Max

Enterprise Value/LTM (8/31/2010) Revenue

0.60x

1.55

3.62x

2.10

Enterprise Value/LTM (8/31/2010) EBITDA

6.9x

9.2

14.9x

14.1x

William Blair noted that the implied transaction multiples based on the terms of the Acquisition were within the range of multiples of the selected transactions.

Although William Blair analysed the multiples implied by the selected transactions and applied such multiples to Trintech, none of these transactions or associated companies is identical to the acquisition of Trintech by Cerasus. Accordingly, any analysis of the selected transactions necessarily involved complex considerations and judgments concerning the differences in financial and operating characteristics, parties involved and terms of their transactions and other factors that would necessarily affect the implied value of Trintech versus the values of the companies in the selected transactions.

Discounted Cash Flow Analysis. William Blair utilised the forecasts to perform a discounted cash flow analysis of the Company’s projected future cash flows for the period commencing 31 December, 2010 and ending 31 December, 2015. Using discounted cash flow methodology, William Blair calculated the present values of the projected free cash flows for the Company. William Blair estimated the terminal value by utilising (1) 2015P EBITDA exit multiples of 8.0x to 10.0x and (2) free cash flow perpetuity growth rates of 2.0% – 4.0%. In this analysis, William Blair assumed discount rates ranging from 19% to 23%, based on a range of weighted average cost of capital for Trintech using the levered beta from 2 March, 2010 to 20 September, 2010, representing the time between the sale of the Company’s Concuity business and the day prior to the Company’s public announcement. William Blair aggregated (1) the present value of the free cash flows over the applicable forecast period with (2) the present value of the range of terminal values. The aggregate present value of these items represented the enterprise value range. William Blair derived a range of fully-diluted equity value per ADS by subtracting the Company’s net debt from the resulting enterprise value range and by dividing by the Company’s total ADS outstanding and ADS equivalents as of 13 October, 2010. The fully-diluted equity value implied by the discounted cash flow analysis ranged from $5.90 per ADS to $6.92 per ADS using the EBITDA exit multiples, and $4.90 per ADS to $5.64 per ADS using the free cash flow perpetuity growth rates compared to the Acquisition consideration of $6.60 per Trintech ADS.

Leveraged Acquisition Analysis. William Blair utilised forecasts to perform an analysis concerning the price that could be paid by a typical leveraged buyout purchaser to acquire the Company. In this analysis, William Blair assumed a capital structure and financing rate scenario representative of the prevailing market for leveraged acquisitions for certain selected companies deemed relevant by William Blair. This analysis assumed (1) a five year holding period commencing 31 December, 2010; (2) a targeted internal rate of return to equity investors of approximately 22.5% to 27.5%; and (3) a range of exit multiples of projected

2015 EBITDA of 8.0x to 10.0x. This analysis indicated that the consideration a leveraged buyout purchaser might be willing to pay per ADS of the Company ranged from $5.69 to $6.48, as compared to the Acquisition consideration of $6.60 per ADS.

Premiums Paid Analysis. William Blair also reviewed data from 283 domestic and international public transactions, with equity values between $50 and $200 million that were announced since 1 January, 2007 in which 100% of the target’s equity was acquired for cash. Specifically, William Blair analysed the acquisition price per share as a premium to the closing share price one day, one week, one month, 90 days and 180 days prior to the target’s announcement of the transaction. William Blair compared the range of resulting per share stock price premiums for the reviewed transactions to the premiums implied by the Acquisition based on Trintech’s ADS prices one day, one week, one month, 90 days and 180 days prior to announcing it was engaging in strategic discussions on 21 September, 2010. Information regarding the premiums calculated from William Blair’s analysis of selected transactions is set forth in the following table:


	Announcement		Premium (Discount)			Premium Paid Percentile
Period	21 September 2010		At $6.60 Offer Price			10^th			30^th			50^th			70^th			90^th
One Day	$	4.63		43	%		3	%		16	%		29	%		45	%		94	%
One Week	$	4.82		37	%		5	%		19	%		34	%		51	%		90	%
One Month	$	4.28		54	%		6	%		21	%		35	%		51	%		100	%
90 Days	$	5.12		29	%		4	%		24	%		42	%		66	%		108	%
180 Days	$	4.54		45	%		(11	%)		21	%		37	%		71	%		121	%

William Blair noted that the ADS premiums implied by the Acquisition for the one day, one week, one month, 90 day and 180 day periods prior to announcing strategic discussions were generally comparable to or above the 50th percentile of the premiums paid for the referenced transaction group. William Blair noted that the ADS premiums implied by the Acquisition for the one month period prior to announcement of the Acquisition were above the 70th percentile of the premiums paid for the referenced transaction group. The premiums implied by the transaction for the 90 day period prior to announcement of the acquisition were comparable to or above the 30th percentile of the premiums paid for the referenced transaction group.

General. This summary is not a complete description of the analysis performed by William Blair but contains the material elements of the analysis. The preparation of an opinion regarding fairness is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances, and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. The preparation of an opinion regarding fairness does not involve a mathematical evaluation or weighing of the results of the individual analyses performed, but requires William Blair to exercise its professional judgment, based on its experience and expertise, in considering a wide variety of analyses taken as a whole. Each of the analyses conducted by William Blair was carried out in order to provide a different perspective on the financial terms of the proposed merger and add to the total mix of information available. The analyses were prepared solely for the purpose of William Blair providing its opinion and do not purport to be appraisals or necessarily reflect the prices at which securities actually may be sold. William Blair did not form a conclusion as to whether any individual analysis, considered in isolation, supported or failed to support an opinion about the fairness of the consideration to be paid to the holders of the outstanding Trintech ADS. Rather, in reaching its conclusion, William Blair considered the results of the analyses in light of each other and ultimately reached its opinion based on the results of all analyses taken as a whole and in consideration of the process undertaken by Trintech. William Blair did not place particular reliance or weight on any particular analysis, but instead concluded that its analyses, taken as a whole, supported its determination. Accordingly, notwithstanding the separate factors summarised above, William Blair believes that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, may create an incomplete view of the evaluation process underlying its opinion. No company or transaction used in the above analyses as a comparison is directly comparable to Trintech or the Acquisition. In performing its analyses, William Blair made numerous assumptions with respect to industry performance, business and economic conditions and other matters. The analyses performed by William Blair are not necessarily indicative of future actual values and future results, which may be significantly more or less favourable than suggested by such analyses.

William Blair is a nationally recognised firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with acquisition transactions and other types of strategic combinations and mergers. William Blair is familiar with Trintech, having provided certain investment banking services to Trintech and its Directors from time to time, including having acted as financial advisor to Trintech in connection with the sale of Concuity in April 2010 for $34.5 million and Payware in September 2006 for $12.1 million, for which William Blair received remuneration. Furthermore, in the ordinary course of its business, William Blair and its affiliates may beneficially own or actively trade Trintech ADSs and other securities of Trintech for its own account and for the accounts of customers, and, accordingly, may at any time hold a long or short position in these securities.

Trintech hired William Blair based on its qualifications and expertise in providing financial advice to companies and its reputation as a nationally recognised investment banking firm. Pursuant to a letter agreement dated 12 February, 2009, William Blair will be caused to be paid a fee upon the successful completion of the said transaction. In addition, Trintech has agreed to reimburse William Blair for certain of its out-of-pocket expenses (including fees and expenses of its counsel) reasonably incurred by it in connection with its services and will indemnify William Blair against potential liabilities arising out of its engagement.

As described above, William Blair’s opinion to the Trintech Directors was one of many factors taken into consideration by the Trintech Directors in making its determination to approve the acquisition. The foregoing summary does not purport to be a complete description of the analyses performed by William Blair in connection with its fairness opinion and is qualified in its entirety by reference to the written opinion of William Blair attached as Annex D to this Scheme Document.

4.	MARKET QUOTATIONS

The following table shows the Closing Price of a Trintech ADS as derived from NASDAQ (i) on the first dealing day in each of the six months prior to the date of this document, (ii) on 20 September 2010 (the last Business Day prior to the commencement of the Offer Period) and (iii) at the close of business on the Latest Practicable Date:


Date	Closing Price ($)
3 May 2010		5.85
1 June 2010		5.54
1 July 2010		5.07
2 August 2010		4.69
1 September 2010		4.30
20 September 2010		4.63
1 October 2010		6.67
29 October 2010		6.45

5.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to the Trintech Directors with respect to the beneficial ownership of Trintech ADSs as of 13 October 2010 by (i) each shareholder known to the Trintech Directors to be the beneficial owner of more than five per cent. (5%) of any class of Trintech’s registered voting securities and (ii) all of Trintech Directors and senior management as a group and each individually. To the knowledge of Trintech’s Directors, Trintech is not directly or indirectly controlled by any corporation, foreign government or any other natural or legal person.


Beneficial Owner⁽¹⁾	Number		%
Cyril P. McGuire⁽²⁾⁽³⁾		3,662,541		18.7	%
Instove Holdings Limited⁽³⁾		1,602,804		8.2	%
Austin W. Marxe & David M. Greenhouse⁽⁴⁾		1,338,563		6.8	%
Focus Investments⁽⁵⁾		1,293,636		6.6	%
R. Paul Byrne⁽⁶⁾		748,447		3.8	%
John Harte⁽⁷⁾		397,875		2.0	%
Dr. Jim Mountjoy⁽⁸⁾		165,000		*
Kevin C. Shea⁽⁹⁾		155,100		*
Robert M. Wadsworth⁽¹⁰⁾		150,000		*
Trevor D. Sullivan⁽¹¹⁾		141,335		*
David A. Colf⁽¹²⁾		72,000		*
Joseph Seery⁽¹³⁾		65,750		*
Officers and directors as a group (9 persons)		5,558,048		28.4	%

*Individually

represents less than 1% of the equivalent ADSs outstanding.

(1)

The information in this table is based on Trintech’s records, information provided to Trintech by Trintech’s Directors and executive officers, and a review of Schedules 13D and 13G filed with the SEC. The percentage ownership of each director, executive officer, and shareholder is based on 16,921,172 equivalent ADSs outstanding at 13 October 2010 and 2,668,983 total vested and unvested options outstanding at 11 October 2010. Beneficial ownership is determined in accordance with rules of the SEC that deem shares to be beneficially owned by any person who has or shares voting or investment power with respect to such shares. Unless otherwise indicated below, Trintech believes that the persons named in the table have sole voting and sole investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable.

(2)	Includes 3,458,374 equivalent ADSs held of record and 204,167 equivalent ADSs subject to options.

(3)

Equivalent ADSs are held by Instove Holdings Limited, which in turn is owned by two Jersey discretionary trusts, Hacke Trust and Belte Trust. Neither Cyril P. McGuire nor any of his family members are trustees or beneficiaries of these trusts, but the trustees may, in their sole discretion, select any beneficiaries. Cyril P. McGuire has disclaimed any beneficial interest in the equivalent ADSs held by Instove Holdings Limited or the trusts.

(4)

Equivalent ADSs are held by Austin W. Marxe and David M. Greenhouse, which are the controlling principals of AWM Investment Company, Inc. (“AWM”). Marxe and Greenhouse are also members of SST Advisers L.L.C. (“SSTA”), the general partner of Special Situations Technology Fund, L.P. (“Technology”) and the Special Situations Technology Fund II, L.P. (“Tech II”). AWM serves as the investment adviser to Technology and Tech II. The principal business of both of these funds is to invest in equity and equity-related securities and other securities of any kind or nature.

(5)	Equivalent ADSs are held by Focus Investments through a number of equity funds. The principal business of these funds is to invest in equity and equity-related securities.

(6)	Includes 181,153 equivalent ADSs held of record and 567,294 equivalent ADSs subject to options.

(7)	Includes 375 equivalent ADSs held of record and 397,500 equivalent ADSs subject to options.

(8)	Includes 1,000 equivalent ADSs held of record and 164,000 equivalent ADSs subject to options.

(9)	Includes 100 equivalent ADSs held of record and 155,000 equivalent ADSs subject to options.

(10)	Includes 10,000 equivalent ADSs held of record and 140,000 equivalent ADSs subject to options.

(11)	Includes 1,335 equivalent ADSs held of record and 140,000 equivalent ADSs subject to options.

(12)	Includes 100 equivalent ADSs subject to options 71,900 equivalent ADSs subject to options.

(13)	Includes 13,000 equivalent ADSs held of record and 52,750 equivalent ADSs subject to options.

Trintech’s major shareholders do not have different voting rights to Trintech’s Shareholders.

6.	SHAREHOLDINGS AND DEALINGS

6.1

Definitions

For the purposes of this paragraph 6:

(i)

Two or more persons are deemed to be acting in concert if they co-operate on the basis of an agreement, either express or tacit, either oral or written, aimed at

(a)

either:

(i)

the acquisition by any one or more of them of securities in the relevant company concerned; or

(ii)

the doing, or the procuring of the doing, of any act that will or may result in an increase in the proportion of securities in the relevant company concerned held by any one or more of them; or

(b)

either:

(i)

acquiring control of the relevant company concerned; or

(ii)

frustrating the successful outcome of an offer made for the purpose of the acquisition of control of the relevant company concerned;

and ‘acting in concert’ shall be construed accordingly;

(ii)

arrangement includes any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature, between two or more persons relating to relevant securities which may be an inducement to deal or refrain from dealing;

(iii)

associate of a company (being for the purposes of this definition either Trintech or Cerasus or the Cerasus Group) means:

(a)

a company’s holding company, subsidiaries, fellow subsidiaries and their associated companies and companies of which any such companies are associated companies (for this purpose, ownership or control of 20 per cent or more of the equity share capital of a company is regarded as the test of associated company status);

(b)

a company’s connected advisers and persons controlling, controlled by or under the same control as such connected advisers;

(c)

the Trintech Directors or the Cerasus Directors or the Cerasus Group Directors, as appropriate, and the directors of any company covered in (a) above (together in each case, with their spouse, close relatives and trustees of related trusts) and companies controlled by one or more such directors, their spouse, close relatives and trustees of related trusts;

(d)

a trustee of any pension scheme (other than an industry-wide scheme) in which the company or any company covered in (a) above participates;

(e)

a collective investment scheme or other person the investments of which the company or any associate of the company manages on a discretionary basis, in respect of the relevant investment accounts;

(f)

a person interested, or together with one or more persons acting in concert with that person, is interested in 5% or more of any class of relevant securities of the company;

(g)

a party to an arrangement with the company or an associate of the company in respect of relevant securities;

(h)

a person with a material business relationship with the company; or

(i)

a person (not covered by paragraphs (a) to (h) above) which is interested or deals in relevant securities of the company and has, in addition to that person’s normal interest as an investor in securities, an interest or potential interest, whether commercial, financial or personal, in the outcome of the Offer.

(iv)

connected adviser means a bank or financial or other professional adviser (including a stockbroker) which is acting in relation to the Offer for the company (being for the purposes of this definition either Trintech or Cerasus or the Cerasus Group) or for an associate of the company described in (a) of the definition of “associate” above (excluding a bank which is only providing normal commercial banking services or activities such as cash confirmation, the handling of acceptances and other registration work and excluding exempt market makers), provided that, in the case of an adviser which is partnership, only partners and professional staff actively engaged in relation to the Offer or who are customarily engaged in the affairs of the relevant client or who have engaged in these offices within two years prior to the start of the relevant offer period shall be deemed associates of the company;

(v)

control means the holding, whether directly or indirectly, of securities in a company that confer in aggregate 30 per cent. or more of the voting rights in that company;

(vi)

derivative includes any financial product whose value, in whole or in part, is determined directly or indirectly by reference to the price of an underlying security but which does not include the possibility of delivery of such underlying security;

(vii)

disclosure date means 29 October 2010 being the latest practicable date before the posting of this document;

(viii)

disclosure period means the period commencing on 20 September 2009 (being the date 12 months before the commencement of the Offer Period) and ending on the disclosure date;

(ix)

exempt fund manager means a discretionary fund manager which has been recognised by the Irish Takeover Panel as an exempt fund manager for the purposes of the Irish Takeover Rules, has been notified in writing of that fact by the Irish Takeover Panel and has not been notified by the Irish Takeover Panel of the withdrawal of such recognition;

(x)

exempt market maker means a person who, in relation to the securities concerned, is registered as a market-maker in those securities with the London Stock Exchange or is accepted by the Irish Takeover Panel as a market-maker in those securities and who, in either case, has been recognised by the Irish Takeover Panel as an exempt market-maker for the purposes of the Irish Takeover Rules, has been notified in writing of that fact by the Irish Takeover Panel and has not been notified by the Irish Takeover Panel of the withdrawal of such recognition;

(xi)

interest in or interested in a relevant security means:

(a)

for the purpose of determining whether a person has an “interest in a relevant security” or is “interested in a relevant security”:

(i)

that person shall be deemed to have an “interest”, or to be “interested”, in a relevant security if and only if he or she has a long position in that security; and

(ii)

a person who has only a short position in a relevant security shall be deemed not to have an interest, nor to be interested, in that security;

(b)

Long position and short position:

(i)

A person shall be deemed to have a long position in a relevant security for the purposes of paragraph (a) if he or she directly or indirectly:

owns that security; or

has the right or option to acquire that security or to call for its delivery; or

is under an obligation to take delivery of that security; or

has the right to exercise or control the exercise of the voting rights (if any) attaching to that security,

or to the extent that none of sub-paragraphs (1) to (4) above applies to that person, if he or she:

will be economically advantaged if the price of that security increases; or

will be economically disadvantaged if the price of that security decreases, irrespective of:

(A)

how any such ownership, right, option, obligation, advantage or disadvantage arises and including, for the avoidance of doubt and without limitation, where it arises by virtue of an agreement to purchase, option or derivative; and

(B)

whether any such ownership, right, option, obligation, advantage or disadvantage is absolute or conditional and, where applicable, whether it is in the money or otherwise,

provided that a person who has received an irrevocable commitment to accept an offer (or to procure that another person accept an offer) shall not, by virtue only of sub-paragraph (2) or (3) above, be treated as having an interest in the Relevant Securities that are the subject of the irrevocable commitment;

(ii)

A person shall be deemed to have a short position in a relevant security for the purposes of paragraph (a) if he or she directly or indirectly:

•

has the right or option to dispose of that security or to put it to another person; or

•

is under an obligation to deliver that security to another person; or

•

is under an obligation either to permit another person to exercise the voting rights (if any) attaching to that security or to procure that such voting rights are exercised in accordance with the directions of another person,

or to the extent that none of sub-paragraphs (1) to (3) above applies to that person if he or she:

will be economically advantaged if the price of that security decreases; or

will be economically disadvantaged if the price of that security increases, irrespective of:

(A)

how any such right, option, obligation, advantage or disadvantage arises and including, for the avoidance of doubt and without limitation, where it arises by virtue of an agreement to sell, option or derivative; and

(B)

whether any such right, option, obligation, advantage or disadvantage is absolute or conditional and, where applicable, whether it is in the money or otherwise;

(xii)

relevant Cerasus securities in relation to Cerasus shall have the meaning assigned by Rule 2.1 of Part A of the Irish Takeover Rules, meaning:

(a)

equity share capital of Cerasus; and

(b)

securities or any other instruments of Cerasus conferring on their holders rights to convert into or to subscribe for any securities of the foregoing category,

and references to “relevant Cerasus securities” shall include references to securities of any holding company of Cerasus and to options (including traded options) in respect of, and derivatives referenced to, any securities of any such holding company;

(xiii)

relevant Trintech securities means in relation to Trintech shall have the meaning assigned by Rule 2.1 of Part A of the Irish Takeover Rules, meaning:

(a)

securities of Trintech which are the subject of the Scheme or which confer voting rights;

(b)

equity share capital of Trintech; and

(c)

securities or any other instruments of Trintech conferring on their holders rights to convert into or to subscribe for any new securities of the foregoing categories;

(xiv)

relevant period means the period commencing on 21 September 2010 and ending on the disclosure date; and

(xv)

relevant securities means relevant Cerasus securities or relevant Trintech securities, as appropriate, and relevant security shall be construed appropriately.

6.2

Interests and short positions in relevant Trintech securities

(i)

As at the close of business on the disclosure date, the Trintech Directors (including persons connected with them (within the meaning of the Irish Companies Act 1990)) were interested in the following relevant Trintech securities (excluding options which are disclosed in paragraph (ii) below):


Name		Number of Trintech ADSs
R. Paul Byrne		181,153 Trintech ADSs
Kevin C. Shea		100 Trintech ADSs
Dr. Jim Mountjoy		1,000 Trintech ADSs
Robert M. Wadsworth		10,000 Trintech ADSs
Cyril P. McGuire		3,300,360 Trintech ADSs
Cyril P. McGuire		316,026 Trintech Shares
Trevor D. Sullivan		1,335 Trintech ADSs
Harbourvest International Private Equity Partners III—Direct Fund L.P.		425,000 Trintech ADSs

100

(ii)

As at the close of business on the disclosure date, the following options or awards over Trintech ADSs have been granted to the following Trintech Directors (including persons connected with them within the meaning of the Irish Companies Act 1990) under the Trintech Share Option Plans and remain outstanding:


Name	Number of Trintech ADSs under Option		Exercise price per Trintech ADS(US$)		Expiry Date
R. Paul Byrne		51,294		4.71	24 August 2011
R. Paul Byrne		200,000		5.82	21 January 2012
R. Paul Byrne		16,000		4.08	23 March 2014
R. Paul Byrne		100,000		2.45	8 February 2015
R. Paul Byrne		200,000		2.50	18 July 2011
Cyril P. McGuire		54,167		4.71	24 August 2011
Cyril P. McGuire		50,000		4.05	25 July 2012
Cyril P. McGuire		100,000		2.45	8 February 2015
Robert M. Wadsworth		10,000		4.76	16 July 2011
Robert M. Wadsworth		15,000		4.05	25 July 2012
Robert M. Wadsworth

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