##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 20-F





(Mark One)

| ̈ | Registration Statement pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended January 31, 2010

OR



| ̈ | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

OR



| ̈ | Shell Company Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

For the transition period from              to

Commission File Number: 0-30320





TRINTECH GROUP PLC

(Exact name of Registrant as specified in its charter)





Not Applicable

(Translation of Registrants Name into English)

Republic of Ireland

(Jurisdiction of Incorporation or Organization)

Trintech Group PLC

Block C, Central Park

Leopardstown

Dublin 18, Ireland

(Address of principal executive offices)





Company
contact is:

Joseph Seery

Block C, Central Park

Leopardstown

Dublin 18, Ireland



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

Email: joseph.seery@trintech.com





Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on
Which
Registered
|Ordinary Shares*    |  | NASDAQ Global Market                     

*
Ordinary shares are not traded in the United States or in Ireland; rather they are deposited with the Bank of New York, as Depositary. Each American Depositary Share represents two (2) Ordinary Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act:

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

None





Indicate the
number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period ended January 31, 2010. 33,095,914 Ordinary Shares, US$0.0027 par value, represented by 16,547,957 equivalent American
Depositary Shares.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act.

Yes   ̈    No  
x

If this report is an annual or transition report, indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes   ̈    No  
x

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  x    No  
 ̈

Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).

Yes   ̈    No  
 ̈ (Note: not required of the registrant)

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈    Accelerated
filer   ̈    Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.

US GAAP  x    International Financial Reporting
Standards as issued by the International Accounting Standards Board   ̈    Other   ̈

If Other has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow.

Item 17   ̈    Item 18  
x

If this is an annual report, indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes   ̈    No  
x









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TABLE OF CONTENTS



|          |  |                                                                              |  |   
|--------- |  | ---------------------------------------------------------------------------- |  | --
|PART I    |  |                                                                              |  |   
|          |  |                                                                             
|Item 1.   |  | Identity of Directors, Senior Management and Advisers                        |  | 3 
|Item 2.   |  | Offer Statistics and Expected Timetable                                      |  | 3 
|Item 3.   |  | Key Information                                                              |  | 4 
|Item 4.   |  | Information on the Company                                                   |  | 14
|Item 4A.  |  | Unresolved Staff Comments                                                    |  | 25
|Item 5.   |  | Operating and Financial Review and Prospects                                 |  | 25
|Item 6.   |  | Directors, Senior Management and Employees                                   |  | 45
|Item 7.   |  | Major Shareholders and Related Party Transactions                            |  | 54
|Item 8.   |  | Financial Information                                                        |  | 56
|Item 9.   |  | The Offer and Listing                                                        |  | 58
|Item 10.  |  | Additional Information                                                       |  | 59
|Item 11.  |  | Quantitative and Qualitative Disclosures About Market Risk                   |  | 66
|Item 12.  |  | Description of Securities Other Than Equity Securities                       |  | 67
|          |  |                                                                             
|PART II   |  |                                                                              |  |   
|          |  |                                                                             
|Item 13.  |  | Defaults, Dividend Arrearages and Delinquencies                              |  | 68
|Item 14.  |  | Material Modifications to the Rights of Security Holders and Use of Proceeds |  | 68
|Item 15.  |  | Controls and Procedures                                                      |  | 68
|Item 16A. |  | Audit Committee Financial Expert                                             |  | 69
|Item 16B. |  | Code of Ethics                                                               |  | 69
|Item 16C. |  | Principal Accountant Fees and Services                                       |  | 69
|Item 16D. |  | Exemptions from the Listing Standards for Audit Committees                   |  | 70
|Item 16E. |  | Purchases of Equity Securities by the Issuer and Affiliated Purchasers       |  | 71
|Item 16F. |  | Change in Registrants Certifying Accountant                                 |  | 72
|Item 16G. |  | Corporate Governance                                                         |  | 72
|          |  |                                                                             
|PART III  |  |                                                                              |  |   
|          |  |                                                                             
|Item 17.  |  | Financial Statements                                                         |  | 73
|Item 18.  |  | Financial Statements                                                         |  | 73
|Item 19.  |  | Exhibits                                                                     |  | 75

In this document, unless
otherwise indicated, references to the Company, Trintech or we are to Trintech Group PLC, its consolidated subsidiaries and predecessor entities. In addition, references to ADSs are to the American
Depositary Shares of Trintech Group PLC, each representing two ordinary shares. Unless otherwise specified, all references to equivalent ADSs assumes the conversion of two of the Companys ordinary shares outstanding into one ADS
based on the number of the Companys ordinary shares outstanding as of the date indicated.

Unless otherwise specified,
all reference to U.S. dollars, dollars or US$ are to United States dollars, the legal currency of the United States of America. All references to euro or  are to the euro, the legal currency of the Republic of Ireland and the Federal Republic
of Germany. All references to sterling or U.K. pound sterling are to the pound sterling, the legal currency of the United Kingdom.

Trintech®, ReconNET®,
AssureNET®, Bank Fee
Analysis®, DataFlow
Services®,
xINET®, Movaris Unity, Movaris OneClose and Unity Financial GRC
Suite are trademarks of Trintech. Trintech reserves the right to alter product specifications without notice.
This Form 20-F also includes product names and other trade names and trademarks of other organizations.



1



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##### Table of Contents

For purposes of this Form 20-F, all references to fiscal 2006 shall refer to the
fiscal year ended January 31, 2006, all references to fiscal 2007 shall refer to the fiscal year ended January 31, 2007, all references to fiscal 2008 shall refer to the fiscal year ended January 31, 2008, all
references to fiscal 2009 shall refer to the fiscal year ended January 31, 2009, all references to fiscal 2010 shall refer to the fiscal year ended January 31, 2010 and all references to fiscal 2011
shall refer to the fiscal ending January 31, 2011.

Forward-Looking Information

This Annual Report on Form 20-F contains forward-looking statements based on the beliefs of the Companys management. We have based
these forward-looking statements on the Companys expectations and projections about future events as of the date of this Form 20-F, including:



| |  |  | general economic and business and industry conditions;
| | - |  | ------------------------------------------------------



| |  |  | attracting and retaining personnel;
| | - |  | -----------------------------------



| |  |  | competition in the financial software and services markets;
| | - |  | -----------------------------------------------------------



| |  |  | implementing the Companys business strategy and leveraging the Companys competitive strengths;
| | - |  | ------------------------------------------------------------------------------------------------



| |  |  | developing and introducing new services and products and the effects thereof on the Companys positioning for future growth;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | the likelihood that the Company becomes involved in litigation;
| | - |  | ---------------------------------------------------------------



| |  |  | the financial performance of the Company;
| | - |  | -----------------------------------------



| |  |  | projected working capital requirements of the Company;
| | - |  | ------------------------------------------------------



| |  |  | the effect of accounting and regulatory pronouncements and standards on the Companys financial condition and operating results;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | obtaining and expanding market acceptance of the Companys services and products; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | meeting the Companys requirements with customers.
| | - |  | --------------------------------------------------

The words anticipate, believe, estimate, expect, forecast,
intend, may, plan, project, predict, should and will and similar expressions as they relate to the Company are intended to identify such forward-looking statements.
Such statements reflect the Companys views and assumptions and all forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect
the Companys future financial results are discussed more fully under Item 3.D Key InformationRisk Factors, as well as elsewhere in this Annual Report on Form 20-F and in the Companys other filings with the U.S.
Securities and Exchange Commission, or SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 20-F. We undertake no obligation to publicly update or revise any
forward-looking statements.



2



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PART I



|Item 1. | Identity of Directors, Senior Management and Advisers
|------- | -----------------------------------------------------

Not required.



|Item 2. | Offer Statistics and Expected Timetable
|------- | ---------------------------------------

Not required.



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|Item 3. | Key Information
|------- | ---------------

A. Selected Financial
Data

The following selected consolidated statement of operations data for the years ended January 31, 2008, 2009 and
2010 and the consolidated balance sheet data at January 31, 2009 and 2010 are derived from the Companys consolidated financial statements, which have been audited by Ernst & Young and are included in this Form 20-F. The selected
consolidated statement of operations data for the years ended January 31, 2006 and January 31, 2007 and the consolidated balance sheet data at January 31, 2006, January 31, 2007, and January 31, 2008 are derived from
the Companys previously published audited consolidated financial statements which are not included in this Form 20-F. This table is a summary and should be read in conjunction with Item 5 Operating and Financial Review and
Prospects and the Companys consolidated financial statements included elsewhere in this Form 20-F.

In the quarter
ended October 31, 2006, the Company finalized the disposal of its business to VeriFone Holdings, Inc. that developed, marketed and sold electronic PoS hardware and systems that enabled electronic payments in multiple channels, which we refer to
as our Payments business. As a result, the financial results reflect the Payments business/segment as a discontinued operation. All prior period statements, except the consolidated statements of cash flows, have been restated accordingly. The gain
on the sale is reflected in the results for fiscal 2007 and fiscal 2009.

On March 2, 2010, the Company signed a
definitive agreement for the sale of its Healthcare division, Concuity, to The Advisory Board Company. The sale was successfully completed on April 1, 2010. As a result of this transaction, the Healthcare business is reported as a discontinued
operation in the accompanying consolidated financial statements. All prior period financial statements, except the consolidated statement of cash flows, have been restated accordingly.



|                                            |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|------------------------------------------- |  | --------------------------------------------------------------- | ------ | ---- | - | ------ |  | ---- | ------ | ---- | - | ------ |  | - | ------
|                                            |  | Year Ended January 31,                                         
|                                            |  | 2006                                                            |        | 2007 |   | 2008   |  | 2009 |        | 2010
|                                            |  | (in thousands of U.S. dollars, except share and per share data)
|Consolidated Statement of Operations Data:  |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|Revenues:                                   |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|License                                     |  | $                                                               | 11,702 |      | $ | 14,397 |  | $    | 16,640 |      | $ | 19,614 |  | $ | 20,140
|Service                                     |  |                                                                 | 9,347  |      |   | 10,619 |  |      | 11,907 |      |   | 14,697 |  |   | 12,325
|                                            |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|Total revenues                              |  |                                                                 | 21,049 |      |   | 25,016 |  |      | 28,547 |      |   | 34,311 |  |   | 32,465
|                                            |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|Cost of revenues:                           |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|License                                     |  |                                                                 | 944    |      |   | 1,131  |  |      | 1,573  |      |   | 2,246  |  |   | 2,736 
|Amortization of purchased technology        |  |                                                                 |       |      |   | 179    |  |      | 178    |      |   | 417    |  |   | 248   
|Service                                     |  |                                                                 | 3,405  |      |   | 4,947  |  |      | 5,737  |      |   | 7,248  |  |   | 5,855 
|                                            |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|Total cost of revenues                      |  |                                                                 | 4,349  |      |   | 6,257  |  |      | 7,488  |      |   | 9,911  |  |   | 8,839 
|                                            |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|Gross margin                                |  |                                                                 | 16,700 |      |   | 18,759 |  |      | 21,059 |      |   | 24,400 |  |   | 23,626
|Operating expenses:                         |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|Research and development                    |  |                                                                 | 2,508  |      |   | 4,162  |  |      | 3,636  |      |   | 4,620  |  |   | 4,581 
|Sales and marketing                         |  |                                                                 | 4,741  |      |   | 6,536  |  |      | 8,605  |      |   | 10,656 |  |   | 8,032 
|General and administrative                  |  |                                                                 | 6,994  |      |   | 8,155  |  |      | 9,021  |      |   | 8,654  |  |   | 7,489 
|Restructuring charges                       |  |                                                                 | 78     |      |   |       |  |      |       |      |   | 212    |  |   | 244   
|Amortization of purchased intangible assets |  |                                                                 | 847    |      |   | 883    |  |      | 834    |      |   | 933    |  |   | 855   
|                                            |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       
|Total operating expenses                    |  |                                                                 | 15,168 |      |   | 19,736 |  |      | 22,096 |      |   | 25,075 |  |   | 21,201
|                                            |  |                                                                 |        |      |   |        |  |      |        |      |   |        |  |   |       



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|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|-------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | - |  | ---- | ---------- | - |  | - | ---------- | -
|                                                                                                         |  | Year Ended January 31,                                          |           
|                                                                                                         |  | 2006                                                            |            |   | 2007 |   |            | 2008 |  |   | 2009       |   |  | 2010 |           
|                                                                                                         |  | (in thousands of U.S. dollars, except share and per share data) |           
|Income (loss) from operations                                                                            |  |                                                                 | 1,532      |   |      |   | (977       | )    |  |   | (1,037     | ) |  |      | (675       | ) |  |   | 2,425      |  
|Interest income, net                                                                                     |  |                                                                 | 1,082      |   |      |   | 1,425      |      |  |   | 1,054      |   |  |      | 334        |   |  |   | 50         |  
|Exchange (loss) gain, net                                                                                |  |                                                                 | (153       | ) |      |   | 383        |      |  |   | 444        |   |  |      | 331        |   |  |   | 229        |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Income (loss) before provision for income taxes                                                          |  |                                                                 | 2,461      |   |      |   | 831        |      |  |   | 461        |   |  |      | (10        | ) |  |   | 2,704      |  
|Provision for income taxes                                                                               |  |                                                                 | 270        |   |      |   | (117       | )    |  |   | (1,011     | ) |  |      | 356        |   |  |   | (138       | )
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Income (loss) from continuing operations                                                                 |  |                                                                 | 2,731      |   |      |   | 714        |      |  |   | (550       | ) |  |      | 346        |   |  |   | 2,566      |  
|Loss from discontinued operations                                                                        |  |                                                                 | (4,272     | ) |      |   | (8,290     | )    |  |   | (3,723     | ) |  |      | (2,498     | ) |  |   | (1,079     | )
|Profit on sale of discontinued operations                                                                |  |                                                                 |           |   |      |   | 5,409      |      |  |   |           |   |  |      | 920        |   |  |   |           |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Net loss from discontinued operations, net of tax                                                        |  |                                                                 | (4,272     | ) |      |   | (2,881     | )    |  |   | (3,723     | ) |  |      | (1,578     | ) |  |   | (1,079     | )
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Net (loss) income                                                                                        |  | $                                                               | (1,541     | ) |      | $ | (2,167     | )    |  | $ | (4,273     | ) |  | $    | (1,232     | ) |  | $ | 1,487      |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Basic and diluted net income (loss) per Ordinary Share from continuing operations                        |  | $                                                               | 0.09       |   |      | $ | 0.02       |      |  | $ | (0.02      | ) |  | $    | 0.01       |   |  | $ | 0.08       |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Basic and diluted net loss per Ordinary Share from discontinued operations                               |  | $                                                               | (0.14      | ) |      | $ | (0.09      | )    |  | $ | (0.12      | ) |  | $    | (0.05      | ) |  | $ | (0.03      | )
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Basic and diluted net (loss) income per Ordinary Share                                                   |  | $                                                               | (0.05      | ) |      | $ | (0.07      | )    |  | $ | (0.14      | ) |  | $    | (0.04      | ) |  | $ | 0.05       |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Shares used in computation of basic net (loss) income per Ordinary Share                                 |  |                                                                 | 30,997,352 |   |      |   | 30,646,534 |      |  |   | 31,362,813 |   |  |      | 31,921,345 |   |  |   | 32,951,646 |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Shares used in computation of diluted net (loss) income per Ordinary Share                               |  |                                                                 | 30,997,352 |   |      |   | 30,646,534 |      |  |   | 31,362,813 |   |  |      | 31,921,345 |   |  |   | 33,034,267 |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Shares used in computation of basic net income (loss) per Ordinary Share from continuing operations      |  |                                                                 | 30,997,352 |   |      |   | 30,646,534 |      |  |   | 31,362,813 |   |  |      | 31,921,345 |   |  |   | 32,951,646 |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Shares used in computation of diluted net income (loss) per Ordinary Share from continuing operations    |  |                                                                 | 32,117,374 |   |      |   | 31,419,615 |      |  |   | 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 |  |                                                                 | 30,997,352 |   |      |   | 30,646,534 |      |  |   | 31,362,813 |   |  |      | 31,921,345 |   |  |   | 32,951,646 |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  
|Basic and diluted net (loss) income per equivalent ADS                                                   |  | $                                                               | (0.10      | ) |      | $ | (0.14      | )    |  | $ | (0.27      | ) |  | $    | (0.08      | ) |  | $ | 0.09       |  
|                                                                                                         |  |                                                                 |            |   |      |   |            |      |  |   |            |   |  |      |            |   |  |   |            |  



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|                                                                |  |                                |         |      |   |         |  |      |         |      |   |         |  |   |        
|--------------------------------------------------------------- |  | ------------------------------ | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | -------
|                                                                |  | January 31,                   
|                                                                |  | 2006                           |         | 2007 |   | 2008    |  | 2009 |         | 2010
|                                                                |  | (in thousands of U.S. dollars)
|Consolidated Balance Sheet Data:                                |  |                                |         |      |   |         |  |      |         |      |   |         |  |   |        
|Cash and cash equivalents                                       |  | $                              | 34,745  |      | $ | 25,766  |  | $    | 23,766  |      | $ | 17,363  |  | $ | 19,929 
|Working capital                                                 |  |                                | 28,795  |      |   | 25,791  |  |      | 23,363  |      |   | 15,299  |  |   | 18,465 
|Total assets                                                    |  |                                | 66,131  |      |   | 57,237  |  |      | 55,380  |      |   | 57,474  |  |   | 56,781 
|Net assets                                                      |  |                                | 41,786  |      |   | 40,878  |  |      | 38,564  |      |   | 38,968  |  |   | 40,873 
|Total current liabilities                                       |  |                                | 24,345  |      |   | 15,845  |  |      | 16,227  |      |   | 17,607  |  |   | 15,178 
|Total non-current liabilities                                   |  |                                |        |      |   | 514     |  |      | 589     |      |   | 899     |  |   | 730    
|Shareholders equity                                            |  | $                              | 41,786  |      | $ | 40,878  |  | $    | 38,564  |      | $ | 38,968  |  | $ | 40,873 
|                                                                |  |                                |         |      |  
|Share Data:                                                     |  |                                |         |      |   |         |  |      |         |      |   |         |  |   |        
|Capital stockSeries B preference shares authorized (thousands) |  |                                | 10,000  |      |   | 10,000  |  |      | 10,000  |      |   | 10,000  |  |   | 10,000 
|Ordinary shares authorized (thousands)                          |  |                                | 100,000 |      |   | 100,000 |  |      | 100,000 |      |   | 100,000 |  |   | 100,000

See note 11 of the
Notes to Consolidated Financial Statements for an explanation of the method used to calculate basic and diluted net (loss) income per equivalent ordinary share.

Exchange Rates

A
significant portion of the Companys revenues and expenses is denominated in currencies other than U.S. dollars. We do not currently anticipate paying any dividends to shareholders. However, any dividends declared by us would be in the currency
determined by the Companys directors at the time they are declared, and exchange rate fluctuations would affect the U.S. dollar equivalent of any cash dividend received by holders of ADSs that is paid in a currency other than U.S. dollars.

Prices quoted for our ADSs on the NASDAQ Global Market are quoted in U.S. dollars.

Euro

The table below presents, for the periods indicated, information concerning the noon buying rates for the euro expressed in U.S. dollars
per 1.00. The information below the caption Period Average represents the average of the noon buying rates on the last business day of each full calendar month during the relevant period. No representation is made that the euro or
U.S. dollar amounts referred to below could be or could have been converted into U.S. dollars or euro, at any particular rate or at all.



|                              |  |        |  |        |  |               |  |          
|----------------------------- |  | ------ |  | ------ |  | ------------- |  | ---------
|Fiscal Year Ended January 31, |  | High   |  | Low    |  | PeriodAverage |  | PeriodEnd
|2006                          |  | 1.3465 |  | 1.1667 |  | 1.2326        |  | 1.2158   
|2007                          |  | 1.3327 |  | 1.1860 |  | 1.2731        |  | 1.2998   
|2008                          |  | 1.4877 |  | 1.2933 |  | 1.3951        |  | 1.4841   
|2009                          |  | 1.6010 |  | 1.2446 |  | 1.4526        |  | 1.2804   
|2010                          |  | 1.5100 |  | 1.2547 |  | 1.4044        |  | 1.3870   



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|         |  |        |  |       
|-------- |  | ------ |  | ------
|Month    |  | High   |  | Low   
|2009     |  |        |  |       
|November |  | 1.5085 |  | 1.4658
|December |  | 1.5100 |  | 1.4243
|2010     |  |        |  |       
|January  |  | 1.4536 |  | 1.3870
|February |  | 1.3955 |  | 1.3476
|March    |  | 1.3758 |  | 1.3344
|April    |  | 1.3666 |  | 1.3130

On April 30,
2010, the noon buying rate for the euro expressed in U.S. dollar per 1.00 was US$1.3302.

B. Capitalization and Indebtedness

Not required.

C. Reasons for the Offer and Use of Proceeds

Not required.

D. Risk
Factors

In addition to the other factors identified in this Annual Report on Form 20-F, the following risk factors could
materially and adversely affect the Companys future operating results, and could cause actual events to differ materially from those predicted in the Companys forward looking statements relating to its business.

Conditions and changes in the national and global economic and political environments may adversely affect our business and financial results.

Adverse economic conditions in markets in which we operate can harm our business. Recently, economic conditions and financial
markets in some economies which we operate became increasingly negative, and global financial markets experienced a severe downturn stemming from a multitude of factors, including adverse credit conditions impacted by the sub-prime mortgage and
general credit crisis, slower economic activity, concerns about deflation, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns and other factors. The U.S economy and many
other economies around the world have recently been in or are currently in recession. During challenging economic times and in tight credit markets, many customers may delay or reduce technology purchases. This could result in reductions in sales of
our products, longer sales cycles, difficulties in collection of accounts receivable, slower adoption of new technologies and increased price competition. In addition, weakness in the end-user market could negatively affect the cash flow of our
distributors and resellers who could, in turn, delay paying their obligations to us. This would increase our credit risk exposure and cause delays in our recognition of revenues on future sales to these customers. Specific economic trends, such as
softness in corporate information technology spending, could have a more direct impact on our business. Any of these events would likely harm our business, operating results, cash flows and financial condition.

We will depend on sales of our financial governance, risk management, and compliance software and services to customers located in the United States

Following the sale of the Concuity business, our revenues will be derived from the sale of our financial governance, risk
management, and compliance (GRC) products and services. We have historically marketed these products primarily in the United States, which is currently experiencing some economic weakness. For fiscal 2010, U.S. customers accounted for 86% of our
group revenues. Any material reduction in demand for our products and services in the United States would adversely affect our business, financial condition and results of operations.



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Our businesses collect, use and retain personal customer information and enable customer transactions,
which presents security risks, requires us to incur expenses and could harm our business.

A number of our businesses
collect, use and retain large amounts of personal customer information, including credit card numbers, bank account numbers and passwords, personal and business financial data, social security numbers and other payroll information. These businesses
also enable customers to perform various transactions. In addition, we collect and maintain personal information of our employees in the ordinary course of our business. Some of this personal customer and employee information is held by, and some
transactions are executed by, third parties. We and our vendors use commercially available security technologies to protect transactions and personal information. We use security and business controls to limit access and use of personal information.
However, a third party may be able to circumvent these security and business measures, and errors in the storage, use or transmission of personal information could result in a breach of customer or employee privacy or theft of assets. We employ
contractors and temporary and seasonal employees who may have access to the personal information of customers and employees or who may execute transactions in the normal course of their duties. While we conduct background checks of these individuals
and limit access to systems and data, it is possible that one or more of these individuals could circumvent these controls, resulting in a security breach. The ability to execute transactions and the possession and use of personal information in
conducting our business subjects us to legislative and regulatory burdens that could require notification of a security breach, restrict our use of personal information and hinder our ability to acquire new customers or market to existing customers.
We have incurred and will continue to incur significant expenses to comply with mandatory privacy and security standards and protocols imposed by law, regulation, industry standards or contractual obligations.

A major breach of our security measures or those of third parties that execute transactions or hold and manage personal information could
have serious negative consequences for our businesses, including possible fines, penalties and damages, reduced customer demand for our services, harm to our reputation and brands, further regulation and oversight by federal or state agencies, and
loss of our ability to provide financial transaction services or accept and process customer credit card orders or tax returns. From time to time, we detect, or receive notices from customers or public or private agencies that they have detected,
vulnerabilities in our software or in third-party software components that are distributed with our products. The existence of vulnerabilities, even if they do not result in a security breach, can harm customer confidence and require substantial
resources to address, and we may not be able to discover or remediate such security vulnerabilities before they are exploited. Although we have sophisticated network and application security, internal control measures, and physical security
procedures to safeguard our systems, there can be no assurance that a security breach, loss or theft of personal information will not occur, which could harm our business, reputation and results of operations. If our business expands to new industry
segments that are regulated for privacy and security, or to countries outside the United States that have more strict data protection laws, our compliance requirements and costs will increase.

New versions and releases of our products could contain errors or defects and we could be subject to potential product liability claims and third
party liability claims related to products and services.

Our products are used to deliver reconciliation workflow, risk
management and accounting compliance functionality. Our software products are complex and, accordingly, could contain undetected errors or be subject to intermittent failures when first introduced or as new versions are released. Any errors, defects
or other performance problems could result in financial or other damages to our customers and the loss of, or delay in, market acceptance of our products. A product liability claim brought against us, even if not successful, would likely be time
consuming and costly and could seriously harm our business. Although our customer license agreements typically contain provisions designed to limit our exposure to product liability claims, existing or future laws or unfavorable judicial decisions
could negate the limitation of liability provisions. Any claims or litigation could still require expenditures in terms of management time and other resources to defend ourselves. Liability of this sort could require us to implement measures to
reduce our exposure to this liability, which may require us, among other things, to expend substantial resources or to discontinue certain product or service



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offerings. In addition, we may in the future discover technical issues and scalability limitations in new products or new releases after the commencement of commercial shipments or be required to
compensate customers for such limitations or errors, all of which could have a material adverse effect on our business, cash flow, financial condition and results of operations.

We have incurred losses during much of our operating history and we may not be able to consistently maintain profitability.

Although we were profitable in fiscal 2010, we incurred net losses of US$1.2 million in fiscal 2009, US$4.3 million in fiscal 2008,
US$2.2 million in fiscal 2007 and US$1.5 million in fiscal 2006. To achieve future profitability, we must accomplish numerous objectives, including meeting our sales, margin and operating cost targets in our business and developing successful new
products and penetrating new markets and customers. We cannot foresee with any certainty whether we will be able to achieve these objectives in the future. Accordingly, we may not generate sufficient net revenue to achieve future profitability. If
we cannot achieve future profitability, we will not be able to support our operations from positive cash flows, and we will continue to use, and may exhaust, our existing cash resources to support operating losses.

Notwithstanding the fact that we have a substantial cash balance, concerns about our perceived financial viability have been a factor in
multiple potential and actual customer transactions and partner relationships during much of our operating history. We attribute these concerns primarily to the following: we are not yet consistently profitable on a full fiscal year basis and thus
must continue to use our cash balance (offset by revenues) to fund our operations and acquisition related cash requirements; our share price has been, and continues to be, volatile in percentage terms; and some of our competitors are better funded,
more established, and/or significantly larger than we are.

We will continue to use our cash balance (offset by revenues) to
fund our operations to achieve and sustain profitability on a full fiscal year basis (which may not occur). We expect these concerns about our ability to generate sufficient revenues to sustain profitability to continue during fiscal 2011.

We may be unsuccessful in developing and selling new products or in penetrating new markets.

We operate in an environment characterized by changing technologies and industry standards and technological obsolescence. Our
competitiveness and future success depend on our ability to develop, market and sell new products and services on a timely and cost effective basis. A fundamental shift in technologies in any of our markets could harm our competitive position within
these markets. Our failure to anticipate these shifts, to develop new technologies or to react to changes in existing technologies could materially delay our development of new products, which could result in product obsolescence and decreased
revenues. The success of a new product depends on accurate forecasts of long-term market demand and future technological developments, as well as on a variety of specific implementation factors, including:



| |  |  | timely and efficient completion of product design;
| | - |  | --------------------------------------------------



| |  |  | the quality, performance, reliability, safety and security of the product; and
| | - |  | ------------------------------------------------------------------------------



| |  |  | effective marketing, sales and service.
| | - |  | ---------------------------------------

If we fail to introduce new products that meet the demand of our customers or penetrate new markets that we target our resources on, our
revenues will likely decrease over time and our financial condition could suffer.

We depend on a few key personnel to manage and operate
us.

Our success is largely dependent on the personal efforts and abilities of our senior management, including Cyril P.
McGuire, our Chief Executive Officer, and R. Paul Byrne, our President. The loss of certain members of our senior management team, including our chief executive officer and president, could have a material adverse effect on our business and
prospects.



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If we are unable to retain and attract highly skilled personnel with experience in financial governance
software and transaction services industries, we may be unable to grow our business.

We are dependent upon the ability to
attract and hire, when necessary, as well as train and retain highly skilled technical, sales and marketing, engineering, support and other highly skilled personnel with knowledge in funds management, financial governance, compliance with
Sarbanes-Oxley, reconciliation workflow, transaction risk management, internet and other expertise. Competition for experienced and qualified personnel is still high despite the current adverse economic conditions. As a result, we may experience
increased compensation costs that may not be offset through either improved productivity or higher sales prices. There can be no assurances that we will be successful in retaining existing personnel or in attracting and recruiting experienced and
qualified personnel. Based on our experience, it takes an average of nine months for a salesperson to become fully productive. We may not be successful in increasing the productivity of our sales personnel, and the failure to do so could have a
material adverse effect on our business, operating results and financial condition.

Our quarterly and annual operating results are
difficult to predict because they can fluctuate significantly. This limits our ability to evaluate our historical financial results and increases the likelihood that our results will fall below market analysts expectations, which could cause
the price of our ADSs to drop rapidly and severely.

We have experienced significant quarterly and annual fluctuations in
operating results and cash flows and we expect that these fluctuations will continue and could intensify in future periods.

Quarterly and annual fluctuations have been, and may in the future be, caused by factors which include, without limitation:



| |  |  | the size and timing of orders;
| | - |  | ------------------------------



| |  |  | currency fluctuations;
| | - |  | ----------------------



| |  |  | product mix;
| | - |  | ------------



| |  |  | the rate of acceptance of new software products, product enhancements and technologies;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | purchasing and payment patterns of our customers;
| | - |  | -------------------------------------------------



| |  |  | our pricing policies and those of our competitors;
| | - |  | --------------------------------------------------



| |  |  | ability to control costs;
| | - |  | -------------------------



| |  |  | deferral of customer orders;
| | - |  | ----------------------------



| |  |  | customer buying cycles and changes in these buying cycles;
| | - |  | ----------------------------------------------------------



| |  |  | general condition of market or markets served by our customers;
| | - |  | ---------------------------------------------------------------



| |  |  | general economic factors, including economic slowdown or recession and availability of credit;
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | product or service quality problems, including product defects and related warranty claims, reserves and upgrade program expenses;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | impact of declines in net revenues in a particular quarter as compared to the relatively fixed nature of our expenses in the short term;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  |  | impairment charges arising from acquisitions;
| | - |  | ---------------------------------------------



| |  |  | economic conditions which may affect our customers and potential customers budgets for IT expenditure; and
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | timing and market acceptance of new products or product enhancements by either us or our competitors.
| | - |  | -----------------------------------------------------------------------------------------------------



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In addition, our revenues are difficult to predict for several reasons. These reasons
include:



| |  |  | recognition of a substantial portion of our revenues in the last month of each quarter historically;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | the market for our software products, and our competitive landscape is rapidly changing;
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | the sales cycle for some of our products is typically 6 to 12 months and varies substantially from customer to customer; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------



| |  |  | service contracts in our financial governance business generally can be cancelled with 30 days notice.
| | - |  | ------------------------------------------------------------------------------------------------------

As a result of the factors listed above, among others, we believe that our quarterly revenues, expenses and operating results are likely
to continue to vary significantly in the future. As a result, if revenues in any quarter fall below expectations, expenditure levels could be disproportionately high as a percentage of revenues, and our business and operating results for that
quarter could be materially adversely affected.

Regulatory compliance, including the cost of complying with legislative actions and
potential new accounting pronouncements, may result in increased costs that would affect our future financial position and results of operations. We have already incurred, and will continue to incur, significant increased costs associated with our
compliance with the internal control requirements of the Sarbanes-Oxley Act of 2002. Moreover, if future deficiencies in our internal control over financial reporting are identified that are deemed to be material weaknesses or significant
deficiencies, the market price of our shares could decline and we could be subject to sanctions or investigations by regulatory authorities.

Regulatory compliance, including the cost of complying with legislative actions and changes in accounting rules may materially increase
our operating expenses and adversely affect our operating results. For example, the Sarbanes-Oxley Act of 2002 requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures
and will in the future require an auditor attestation on managements assessment of internal control over financial reporting. We have hired and may need to hire additional personnel and utilize additional outside legal, accounting, tax and
advisory services in order to maintain our compliance with this and other requirements, all of which has caused and will continue to cause our general and administrative costs to increase. Moreover, if we or our independent registered public
accounting firm identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses or significant deficiencies, the market price of our shares could decline and we could be subject to sanctions or
investigations by the NASDAQ Stock Market, the Securities and Exchange Commission or other regulatory authorities, which would require additional financial and management resources.

Our business is subject to currency fluctuations that can adversely affect our operating results.

Due to our multinational operations, our business is subject to fluctuations based upon changes in the exchange rates between the
currencies in which we collect revenues or pay expenses and the U.S. dollar. In particular, the value of the U.S. dollar to the euro and the pound sterling impacts our operating results. Our expenses are not necessarily incurred in the currency in
which revenues are generated and, as a result, we are required from time to time to convert currencies to meet our obligations. These currency conversions are subject to exchange rate fluctuations and changes to the value of the euro and the pound
sterling, relative to other currencies, could adversely affect our business and results of operations. The U.S. dollar weakened significantly against the euro and pound sterling in fiscal 2008, part of fiscal 2009 and in fiscal 2010. Future
strengthening of the euro and pound sterling against the U.S. dollar could negatively impact our revenues, costs and margins.

We believe
that we were a Passive Foreign Investment Company, or PFIC in fiscal 2010, which may subject our U.S. investors to adverse tax rules.

We believe that we were a PFIC in fiscal 2010, and that we may have been one in prior years. An actual determination of PFIC status is
inherently factual in nature and cannot be made until the close of each applicable tax year. Because we were and may continue to be a PFIC, U.S. holders of our ADSs are subject to certain



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adverse U.S. federal income tax rules. Under the PFIC rules, U.S. holders of our ADSs would be required, in certain circumstances, to pay an interest charge together with tax calculated at
maximum rates on certain excess distributions, including any gain on the sale of ADSs. The consequences described above may be mitigated if the U.S. holder makes a timely election to mark the ADSs to market annually, but such election
may accelerate the recognition of taxable income and may result in the recognition of ordinary income in excess of amounts realized by the U.S. holder. The PFIC rules are extremely complex and current and prospective U.S. investors are urged to
consult their own tax advisers regarding the potential consequences to them of our being classified as a PFIC. See Item 10.E TaxationPassive Foreign Investment Company Considerations.

Our corporate tax rate may increase, which could adversely impact our cash flow, financial condition and results of operations.

We currently have operations in the Republic of Ireland and may at some point generate a meaningful portion of our future taxable income
there. Currently, some of our Irish subsidiaries are taxed at rates substantially lower than U.S. tax rates. If our Irish subsidiaries were no longer to qualify for these lower tax rates or if the applicable tax laws were rescinded or changed, our
operating results could be materially adversely affected. If the U.S. and U.K. or other foreign tax authorities were to change applicable tax laws or successfully challenge the manner in which our subsidiaries profits are currently recognized,
or if our ability to offset historical losses against any future profits was reduced, our taxes could increase, and our business, cash flow, financial condition and results of operations could be materially adversely affected.

Our shares have experienced in the past and may continue to undergo extreme market price and volume fluctuations.

The market price of our shares has experienced, and may continue to undergo, extreme fluctuations on a percentage basis due to a variety
of factors, including, but not limited to:



| |  |  | limited trading volume;
| | - |  | -----------------------



| |  |  | general and industry-specific business, economic and market conditions;
| | - |  | -----------------------------------------------------------------------



| |  |  | actual or anticipated fluctuations in operating results, including as a result of any impairment of goodwill related to our past acquisitions;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in, or our failure to meet, investors estimates or expectations; and
| | - |  | -----------------------------------------------------------------------------



| |  |  | acquisitions, strategic partnerships, joint ventures, or capital commitments by us or our competitors.
| | - |  | ------------------------------------------------------------------------------------------------------

In addition, the limited daily trading volume of our ADSs on the NASDAQ Stock Market may adversely impact the ability of our investors to
sell their securities, and any such sales may adversely impact the trading price of our ADSs.

Some may claim that we infringe their
intellectual property rights, which could result in costly litigation or require us to reengineer or cease sales of our products.

There has been substantial litigation in the technology industry regarding rights to intellectual property, and the Companys
business is subject to the risk of claims against it for alleged infringement of the intellectual property rights of others. In addition, the existence of any such claim by a third party may not become known to us until well after we have committed
significant resources to the development of a potentially infringing product. From time to time, we have received claims that we have infringed third parties intellectual property rights, and there is no assurance that third parties will not
claim infringement by us in the future. Any such claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays, or require us to enter into royalty or licensing agreements, any of which could have
a material adverse effect on the Companys business, financial condition and results of operations. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us, or at all.



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We may be unable to protect our proprietary rights. Unauthorized use of our technology may result in
development of products which compete with our products.

We rely upon a combination of patents, contractual rights, trade
secrets, copyright laws and trademarks to establish and protect our proprietary rights. We also seek to avoid disclosure of our trade secrets through a number of other means, including entering into confidentiality agreements with our employees,
consultants and third parties to seek to limit and protect the distribution of our proprietary information regarding this technology. However, we cannot assure you that any of our proprietary rights with respect to our products will be effective,
particularly products acquired through acquisition. Unauthorized parties may copy aspects of our products and obtain and use information that we regard as proprietary. Other parties may breach confidentiality agreements and other protective
contracts we have executed. We may not become aware of a breach. In addition, should a breach occur of which we are aware, we may not have adequate remedies to protect our rights.

Increased competition may result in decreased demand for our products and services, which may result in reduced revenues and gross margins and loss of
market share.

The market for our solutions is competitive and we expect competition to continue to increase. Our
competitors include Checkfree (a subsidiary of Fiserv), Chesapeake Systems, BlackLine Corporation, Paisley Consulting / Thomson Reuters, Open Pages and Clarity Systems for our software products. Some competitors in our market have longer operating
histories, significantly greater financial, technical, sales, marketing and other resources, greater brand recognition and a larger installed customer base than we do. In addition, the companies with whom we have strategic relationships could
develop products or services which compete with our products or services. Furthermore, several of the customers who currently use our products or the companies with whom we have entered into strategic relationships to use and market our products,
may develop competing products. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships to expand their product offerings and to offer more comprehensive solutions. We also expect to face
additional competition as other established and emerging companies enter the market for financial governance solutions. Growing competition may result in reduced revenues and gross margins and loss of market share, any one of which could have a
material adverse effect on our business, financial condition and results of operations.

Our industry and our customers industry are
subject to government regulations that could limit our ability to market our products.

Our current and prospective
customers include non-U.S. and U.S. state and federally chartered banks and savings and loan associations. These customers, as well as customers in other industries such as Healthcare, operate in markets that are subject to extensive and complex
regulation. While we are not directly subject to this regulation, our products and services must be designed to work within the extensive and evolving regulatory constraints under which our customers operate. If our products fail to comply with
regulations applicable to our customers, or if we cannot respond in a timely and cost-effective manner to changes in the regulatory environments of each of our customers, our product sales could be materially adversely affected, which could have a
material adverse effect on our business, prospects and results of operations.

We rely on strategic relationships and partnerships that may
not continue in the future.

We have developed strategic relationships and partnerships with other companies and part of
our strategy will be to invest in these relationships to increase market share for our new products. Historically, we have relied in part on these relationships to co-market our products and generate leads for our direct sales force. However, these
relationships are not exclusive, and the third party generally is not obligated to market our products or provide leads. We may need to establish additional strategic relationships and partnerships to further successfully grow the business.



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The rights of shareholders in Irish corporations may be more limited than the rights of shareholders in
United States corporations.

The rights of holders of ordinary shares and, therefore, some of the rights of ADS holders,
are governed by Irish law and the laws of the European Union. As a result, the rights of our shareholders differ from, and may be more limited than, the rights of shareholders in typical United States corporations. In particular, Irish law
significantly limits the circumstances under which shareholders of Irish corporations may bring derivative actions.

Our four largest
shareholders have the ability to assert significant influence or control corporate actions, which limits the ability of the holders of our ADSs to influence or control corporate actions. This concentration of ownership also can reduce the market
price of our ADSs.

Our four largest shareholders have the ability to significantly influence the election of directors
and the outcome of corporate actions requiring shareholder approval.

This concentration of stock ownership also may have the
effect of delaying or preventing a change in control of the Company, which in turn could reduce the market price of our ADSs.

The Irish
takeover rules, our articles of association and Irish law may make an acquisition of us more difficult, which could affect the trading price of our ADSs.

The provisions of the Irish takeover rules, as well as provisions of our articles of association and Irish law, could delay, defer or
prevent a change of control of the Company, which in turn could reduce the market price of our ADSs. In addition, the rights of our shareholders under the takeover rules or Irish law could differ from, and be more limited than, the rights of
shareholders under the United States federal and state laws governing tender offers and takeovers.



|Item 4. | Information on the Company
|------- | --------------------------

A. History
and Development of the Company

We were incorporated as a limited liability company under the laws of the Republic of
Ireland in 1987 under the name Trintech Group PLC. On August 23, 1999, the Companys shareholders resolved by special resolution to re-register us as a public limited company. The Companys registered office and principal
place of business is Block C, Central Park, Leopardstown, Dublin 18, Ireland. The Companys telephone number at that address is +353 1 293 9840. The Companys agent for service of process in the United States is CT Corporation System whose
address is 350 North Saint Paul Street, Suite 2900, Dallas, Texas 5201.

On September 1, 2006 the Company sold
substantially all of the Payments business (excluding its German business) to VeriFone Holdings, Inc. As a result, the financial results contained in this Form 20-F reflect the Payments business/segment as a discontinued operation. All prior period
statements, except the consolidated statements of cash flows, have been restated accordingly. The gain on sale is reflected in the fiscal 2007 and fiscal 2009 results. In addition, the Company closed its German business in the quarter ended
October 31, 2006.

On February 1, 2006, the Company acquired substantially all the assets of Assurity Technologies,
Inc., a privately held company in the U.S., for a total initial consideration of US$2.1 million and performance related cash consideration of US$3.1 million. The total purchase costs of US$5.2 million comprised US$2.0 million in cash, assumed
liabilities of US$89,000, additional performance related payment of US$705,000 earned by the acquired business for fiscal 2007, US$1 million earned by the acquired business for fiscal 2008, US$1.3 million earned by the acquired business for fiscal
2009 and transaction costs of US$58,000. The fiscal 2007 performance related consideration of US$705,000 was paid in the quarter ended April 30, 2007. The fiscal 2008 performance related consideration of US$1 million was paid in the quarter
ended April 30, 2008. The fiscal 2009 performance



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related consideration of US$1.3 million was partially paid in the quarter ended July 31, 2008 (US$352,000). The balance of the consideration was paid in the quarter ended April 30,
2009. These past payments have resulted in an increase in the purchase price of the acquired business, and a corresponding increase in the goodwill recorded. Assurity provides an enterprise process management system for general ledger account
reconciliation, review and certification. The product, AssureNET, is designed to increase workflow efficiencies and mitigate risk by strengthening internal controls to support Sarbanes-Oxley compliance programs. The acquisition has strengthened the
Companys market position with customers benefiting from AssureNET functionality being integrated into Trintechs ReconNET. These combined products provide an end-to-end solution for general ledger account reconciliation, review,
certification and risk management.

On December 5, 2006, the Company announced the acquisition of substantially all of
the assets and assumption of certain liabilities of Concuity, Inc. (Concuity), a private company specializing in technology solutions for the healthcare industry. The consideration comprised initial consideration of US$6.5 million and a
performance based earn-out payable over two years, which comprised a guaranteed amount of US$2 million less offset for any claims against the seller. The company paid the final performance based earn-out of US$1.9 million net of claims against the
seller in the quarter ended April 30, 2009. This payment resulted in an increase in the purchase price of the acquired business, and a corresponding increase in the goodwill recorded. The total purchase costs of US$8.4 million comprised US$5.5
million in cash, guaranteed performance related payment net of claims against seller of US$1.9 million, assumed liabilities of US$658,000 (relating to deferred revenue balance only) and transaction costs of US$336,000.

On February 14, 2008, the Company acquired the outstanding shares of Movaris, Inc., a privately held company in the U.S. for a total
final consideration of US$8.8 million. The total purchase costs comprise US$7.1 million in cash, 507,765 Trintech American Depositary Shares (ADSs) amounting to US$1.3 million valued at the time of the closing of the acquisition and transaction
costs of US$385,000. The ADSs were subject to a lock-up arrangement that expired on February 14, 2009. Movaris solutions integrate and manage the financial close and other governance, risk and compliance processes. Movaris solutions encompass
Sarbanes-Oxley compliance, financial close, account reconciliation, governance, risk and compliance (GRC), and enterprise risk manager applications.

On March 2, 2010, the Company signed a definitive agreement for the sale of Concuity to The Advisory Board Company for US$34.5
million in cash, subject to the following adjustments: (1) a total escrow amount of US$6 million of which US$2 million and US$4 million will be held for a period of 9 and 18 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 and (2) an initial negative adjustment of US$551,000 tied to the net working capital of the Healthcare business as at the closing
date, which is expected to be finalized within 90 days of the closing date. The sale was successfully completed on April 1, 2010. As a result of this transaction, the financial results in the Form 20-F reflect the Healthcare business as a
discontinued operation. All prior period financial statements, except the consolidated statement of cash flows, have been restated accordingly.

For more information regarding our principal capital expenditures currently in progress, see Item 5 Section B Liquidity and
Capital Resources.

B. Business Overview

We are 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. Our recognized 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.



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Over 570 organizations 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 generated revenues from
continuing operations of US$28.5 million in fiscal 2008, US$34.3 million in fiscal 2009 and US$32.5 million in fiscal 2010. Recurring revenues account for 67% of the Companys revenues and are generated from the provision of transaction
services, monthly service SaaS fees, annual license fees and support fees. The remaining 33% of revenues is generated from initial license fees of our software products and the provision of professional services, such as implementation fees.

The Company has a customer base of 50,000 users in more than 570 industry leading organizations, 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 the Republic of Ireland, continental Europe and Australia. Customers who use our software include Intel, Google, RR Donnelly, Regis Corporation, Target, O2, CVS Pharmacy, Lloyds TSB and Coca-Cola.

The Trintech Solution

Trintechs solutions deliver key competitive advantages to our customers to address the need for integrated financial GRC solutions
in the following areas:

Comprehensive Functionality. Trintechs solutions include data delivery, automated
reconciliation and financial compliance process management functions for both low-volume and high-volume transaction accounts, and compliance management. Our suite of solutions provide complete visibility into the status of an account or process
reconciliation program, ensuring that management, at all times, can assess the risk to their organization and respond accordingly.

Our clients significantly improve their reconciliation and financial governance processes through:



| |  |  | the replacement of manual processes with automated processes significantly less prone to error;
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | the consolidation of disparate reconciliation and financial governance processes into a centralized reconciliation tracking system designed to detect
and mitigate risk; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the provision of real-time visibility into potential fraud, compliance risks, and unexpected costs.
| | - |  | ---------------------------------------------------------------------------------------------------

Solid Infrastructure and Support.We have the necessary resources in place to properly support a variety of organizations though
our Professional Services, Customer Support, and Relationship Management teams. Each group provides unique expertise and support necessary to ensure the long-term success of our clients. Additionally, we provide a monthly newsletter, publish an
annual market news report for our global business client community, conduct webinars for education and awareness, and schedule periodic on-site visits. We also offer an annual Customer Conference, as well as support for local user groups with the
specific aim of ensuring customer awareness, training, education, and success.

Cost Efficiency: Our applications and
services allow our customers to reduce their current cost base through automation and process efficiency, reduce their internal and external compliance costs as well as increase their revenue when our applications and services are used for revenue
reconciliation processes.

Flexibility and Scalability.System flexibility, scalability and performance are
distinguishing features of our solutions allowing clients to easily manage their growth, maintain history in the database, and add reconciliation and other processes without degradation in performance. Our clients have automated over 100 processes,
from reconciliation to compliance reporting, including Depository Accounts, Credit & Debit Cards, Accounts Payable,



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Accounts Receivable, Purchasing Cards, Gift Cards & Gift Certificates, Disbursement Accounts, Lockbox Accounts, Returned Checks, Lottery, Pharmacy Claims, Electronic Invoices &
Payments, Inventory & Fixed Assets, Raw Materials and Supplies, Operating Accounts, Suspense Accounts, General-Ledger Interfaces, regulatory compliance and financial close and financial reporting activities. This flexibility provides a
platform for significant financial returns, initially and ongoing.

High Transaction Volume Environments. Our clients
can easily manage high volume transaction environments. All of our solutions are designed to monitor multiple processes involving multiple jobs and millions of data items each day.

Control and Auditability.Our solutions enforce our clients internal control structure and facilitate the creation of
documents and reports needed to comply with regulatory requirements such as the Sarbanes-Oxley Act of 2002, XBRL and PCI-DSS.

Data Integrity. All reconciliation and financial governance processes are contained in a controlled environment where no external
system or software are required or needed to facilitate the process lifecycle. Our solutions have the ability to post and pass data to other systems using transaction codes to identify unique transactions without any intervention from the user.

Implementation Flexibility. Our solutions can be implemented and operated with minimal IT involvement on an in-house
SaaS or hosted basis, enabling IT personnel to focus on other projects critical to the business of our customers.

Ease of
Use. Our solutions provide intuitive interfaces and a high level of dashboard views that simplify daily tasks such as interactive matching, exception management, research, and balancing.

Trintechs Growth Strategy

The Companys mission is to be the leading global provider of integrated financial GRC software solutions. The Company is growing its
financial software solutions and services business through capitalizing on an increasing demand for financial governance, risk management, compliance solutions globally; offering new products and services to its existing customer base and expanding
indirect sales channels through new partners and marketing alliances. The future growth of the Company will be underpinned by a strong core customer base and an established market position.

IDC, a global market intelligence firm, estimates that the global market for financial compliance software will grow at a compound annual
growth rate, or CAGR, of 16.5% from US$1 billion in 2006 to US$2.2 billion in 2010. This growth is being driven by significant investment by companies to maintain Sarbanes-Oxley and XBRL compliance; continuing rise in the number and complexity of
financial regulations and compliance requirements; increasing demand for financial information, transparency and consistency; requirement for trusted financial statements to communicate relevant financial information to all key stakeholders in a
timely manner as well as increased focus on automation and efficiency of the financial close and financial reporting activities.

In fiscal 2010, the Company continued its investment program to drive financial governance, risk management and compliance (GRC) revenue
growth in vertical markets such as healthcare, energy, financial services, technology, retail and manufacturing.

The key
components of the Companys strategy are:



| |  |  | Continue to increase revenues for our solutions in the Financial GRC software market, where there is demand for an integrated suite of GRC
applications;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Maintain direct sales resources and invest in indirect channels through strategic partnerships to increase market share for our key products in new
markets and in new geographies;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Expand demand for compliance and financial control modules (AssureNET and Unity) across our existing customer base;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | Extract cost synergies from existing business to drive growth in Earnings before Interest, Tax, Amortization and Depreciation or EBITDA; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Maintain high level of recurring revenue streams with a strong financial position and no debt.
| | - |  | ----------------------------------------------------------------------------------------------

Trintech Products

The Companys financial governance, risk management and compliance (GRC) solutions have a proven track record of delivering tangible
benefits to clients in a variety of industries, including healthcare, retail, financial services, manufacturing and distribution, education, government, telecommunications, oil & gas, and more. The Companys products can be deployed on
a stand-alone basis, combined with each other to provide an end-to-end integrated secure solution, or integrated with third party products. In addition, the Companys products support a broad range of communication protocols and security
standards. The Companys products also support multiple currencies and payment protocols. In connection with the license of the Companys products, we provide a range of support services to the Companys customers including
preventative maintenance, compliance, upgrades, site inspections and 24-hour telephone and on-line support.

Products:

The Companys financial GRC solutions offer our customers more control over their accounting and treasury transaction
lifecycles by optimizing management of different financial processes across an organization. Building on the success of ReconNET and AssureNET in North America, the Company has expanded its product set in North America, as well as opened new markets
in Europe and Australia, in response to customer demand for financial governance, risk management and compliance solutions.

Our complete suite of products includes:

Unity Financial GRC Suite: is a comprehensive suite of operational account reconciliation, financial close, financial reporting,
enterprise compliance and risk management applications that allows customers to manage corporate performance, financial operations and compliance by providing a financial GRC framework enabling CFOs and other senior finance professionals to
plan, scope, schedule, perform, manage and report on their governance, risk and compliance control efforts. Our different modules within our Unity Financial GRC Suite include:



| |  |  | Operational Account Reconciliation:Unity ReconNETTrintechs high-volume reconciliation solution, provides configurable
matching capabilities with specific emphasis on reconciliation and exception management in high-volume transaction processing environments. ReconNET has a market leading position in the US market, where it is used extensively by treasury and
financial control departments in a wide variety of transactions for the retail, utility, telecommunications, hospitality and many other industries. Trintechs reconciliation solution is delivering results to many of the most recognized retail
organizations in the world, including 18 of the top 25 (9 in the top 10) publicly traded retail organizations according to 2009 www.stores.org Top 100 Retailers.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Financial Close:Unity AssureNET GLand Unity Financial CloseUnity AssureNET GLprovides
advanced general ledger collaboration in a workflow environment, and is designed to increase efficiencies and mitigate risk by strengthening internal controls to support Sarbanes-Oxley compliance programs. This capability has particular benefits for
large corporations and for complex transaction processing businesses, such as financial institutions. Our clients who use this software include some of the most recognizable names in their industries, including Agilent Technologies, Coca-Cola,
Farmers Group, Johnson Controls and TIAA-Cref. In competitive evaluations, involving other vendor products, the product is readily recognized as a superior offering, due to its sophistication and its ability to be configured to our customers
rules. Unity Financial Close provides an enterprise process management framework enabling CFOs and other senior finance professionals to plan, scope, schedule, perform, manage and report on their financial close control efforts.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | Financial Reporting:Unity Xtensible Financial Reporting (XFR)Allows businesses to automate, consolidate, and report on
complex financial processes, and includes embedded support for the tagging and output of XBRL-compliant financial statements in support of current and future global reporting mandates. Unity XFR is an embedded XBRL-compliant financial statement
reporting solution that can be fully integrated with a workflow and process management solution for the entire financial close process, Unity Financial Close.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Compliance and Enterprise Risk Management:Unity Compliance and Unity ERMAllows financial actions to be aligned with
performance objectives, helping CFOs and other senior finance professionals plan, scope, schedule, perform, manage, and report on enterprise compliance and risk management initiatives, including SOX, PCI, HIPAA, and others. Both solutions include
dashboard reporting to help businesses to identify and mitigate risk, investigate issues, assign tasks, and enforce compliance control processes throughout the business.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On-Demand ServicesTrintechs On-Demand business unit delivers hosted versions of our Unity Financial GRC Suite
modules, including ReconNET, AssureNET GL, Unity Financial Close and Unity XFR on a SaaS business model. The DataFlow Transaction Network service offers daily retrieval, processing, aggregation, and delivery of transaction data between a financial
institution and its customers. The DataFlow Transaction Network currently processes transaction data from over 26,500 accounts in over 4,000 banks in the United States. Traditionally, the DataFlow services supported the provision of daily bank
statement data to support the reconciliation and transaction management process. The network has now been expanded to enable the processing of other forms of transaction data to support our customers businesses.

Services

To complement and support the Companys product offerings, we provide the Companys customers with the following services:



| |  |  | Professional services. The Companys professional services team provides comprehensive project management, using sophisticated
methodologies and tools to identify customers business objectives and requirements for financial governance, transaction risk management and compliance solutions. We implement these solutions with the Companys customers according to
mutually agreed plans and milestones. We also provide in-house product consultation, and provide technical services to design or enhance customers existing information technology infrastructure.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Educational and training services. The Company offers educational and training programs targeted specifically at users and administrators of
customers information technology systems. These programs are tailored to provide customers with the technical knowledge to operate the Companys solutions.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Configuration and implementation services. The Company provides services to configure and customize the Companys solutions to meet a
customers particular needs and to integrate the Companys products into a customers other processing, accounting and communications systems. The Companys experienced professional services engineers also perform on-site
implementation services to manage, in conjunction with a customers information technology resources, the implementation of their new systems through the testing and acceptance phases of the overall implementation plan.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Post contract customer support services.The Company maintains a customer support help desk and technical support organization at our offices in
the London, San Jose and Dallas metropolitan areas. We offer telephone and web support for many of our products 24 hours a day, seven days a week. We also have field technical support personnel who work directly with our sales force, distributors
and customers. Customers may elect to purchase a maintenance contract, renewable annually or for multiple years. Under these contracts, we agree to provide corrections for identified program errors for supported versions of our software products,
version upgrades for software, telephone consultation, and web-based access to solutions, patches and documentation.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Technology

The Companys software solutions incorporate advanced technologies to address user requirements in todays highly distributed
networking environments. The Companys products support high volumes of transactions in a secure, scalable cross-platform environment, combining proven, reliable proprietary finance-oriented technologies with current Internet, operating systems
and database development tools.

The Companys software is developed using Java, C#.NET, and Smalltalk using industry
standard web programming practices and standards and incorporates the following features:



| |  |  | System Architecture. The Companys products are modular in design and flexible in implementation and configuration, so that they can be
rapidly adapted to address specific customer requirements. We employ object oriented systems architecture, allowing us to add and re-use functionality across existing and new products, lowering the Companys product development costs. The
Companys modular design can improve the Companys time to market for new products.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Protocols and infrastructure. It is critical that the Companys products be interoperable with a wide range of communication networks and
customer information technology systems. The Companys products therefore feature advanced application programming interfaces (APIs) to facilitate interoperability with network systems and applications. The Companys products also support
a variety of communications protocols, including Internet (http/https, ftp/s-ftp, etc.) and telecommunications protocols,, as well as specific bank authorization protocols.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Support of widely accepted technologies. The Companys products are configured to run on operating systems and to support databases widely
adopted by the payment and transaction process management industry. This includes the Windows operating system and Oracle and Microsoft databases. They are also designed to integrate easily with enterprise resource planning (ERP) and financial
software systems, such as Oracle and SAP.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has attained Gold Certified Partner status in the
Microsoft Partner Program with a competency in ISV/Software Solutions. This status recognizes the Companys expertise with Microsoft technologies and ability to meet customers needs. Microsoft Gold Certified Partners receive a set of
benefits, including access, training and support from Microsoft.

Microsoft competencies, such as a competency in ISV/Software
Solutions, are designed to help differentiate a partners capabilities with specific Microsoft technologies to customers looking for a particular type of solution. Each competency has a unique set of requirements and benefits, formulated to
accurately represent the specific skills and services that partners bring to the technology industry.

Customers

We have a customer base of over 570 organizations including retail chains, commercial companies, financial
institutions and healthcare providers as at January 31, 2010.

Sales and Marketing

The Companys sales and marketing strategy is closely aligned with the Companys product suite. The Companys broad product
offering, innovative open platform and business process focus enable a sales and marketing strategy that leverages the Companys core strengths in serving finance executives and personnel. We have a proven ability to successfully leverage our
existing customer relationships and our broad product offering in order to cross-sell additional software products and services. Once a customer relationship has been established, the Company seeks to leverage its financial governance and
transaction risk management experience to add value to the customer solution, often developing a trusted advisor relationship. Product functionality and features are engineered to deliver increased process efficiencies, cost savings and added value
in the form of greater visibility, control, risk management and compliance. The effectiveness of this strategy is significantly enhanced by the Companys leadership position within certain key vertical market sectors.



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The Companys marketing team includes product marketing managers and corporate
communication specialists. The product marketing teams research, analyze and identify emerging customer requirements and market trends and work closely with the research and development teams to ensure new products and services meet the needs of the
Companys customers. The marketing teams help implement effective go-to-market plans, including pricing models, and promotional and channel selection intended to ensure a successful new product launch. The corporate communication specialists
promote and communicate the Companys branded products and services through various marketing initiatives such as product launches, trade shows, leading research analysts, customer conferences and other public relations activity. In addition,
the Company leverages its on-line marketing assets such as its website and webinars and optimizes search engines as part of its marketing strategy.

The Companys sales and marketing team is primarily based in the US and the UK and its efforts are divided by region as follows:



| |  |  | Europe, Middle East and Africa;
| | - |  | -------------------------------



| |  |  | North and South America; and
| | - |  | ----------------------------



| |  |  | the Asia-Pacific region.
| | - |  | ------------------------

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

The Companys sales strategy for all product lines is to use the Companys direct sales force in conjunction with
indirect distribution channels, such as regional distributors and sector-specific leaders.

Direct Sales Channel Strategy

We have direct sales offices in the following metropolitan areas: Dallas, Texas; San Jose, California; London, United
Kingdom; and Rotterdam, The Netherlands. These offices coordinate direct sales and manage indirect sales channels in the various regions. Due to the technical nature of the Companys products, members of the direct sales force are often
supported by pre-sales technical support staff who are key to closing sales contracts and winning customer confidence.

The
Companys direct sales accounted for 96% of the Companys total revenues in fiscal 2010. At January 31, 2010, we employed 32 direct sales people who target all industries with focus on commercial companies, financial institutions and
healthcare providers.

Indirect Sales Channel/Partner Strategy

We are engaged with a growing number of partners, alliances, and domain experts to further enhance our solution offerings, broaden our
reach within industries served, and facilitate worldwide market penetration. These relationships are both strategic and tactical. Our partnerships span value-added resellers, distributors, and other organizations that provide prospect referrals to
us. Additionally, we have several non-exclusive, worldwide agreements in place with organizations that provide business processing outsourcing services for their finance and accounting clients. Our products that are being leveraged through these
relationships include: Unity, AssureNET and ReconNET.

We are a Microsoft Gold-Certified Partner and have technology alliances
in place with other major enterprise resource planning vendors. The domain experts with which we work include consulting organizations that we engage with in various ways, including co-presentation at industry events, joint selling efforts, best
practice engagements, and software implementations.

Significant progress has been made over the past year in all of these
relationships. As a result, our brand awareness has increased and our customers have experienced broader and richer solutions.



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Research and Development

We intend to continue to develop innovative financial GRC solutions to respond to the needs of the Companys customers in this
rapidly changing industry, particularly where we believe we can leverage our existing product set. We have developed the Companys products independently, through the Companys research and development team, through funded development
projects and through acquisition. From time to time, we have acquired or licensed technology from third parties.

We have now
concentrated research and development in the following metropolitan areas:



| |  |  | Dallas, Texas: financial GRC products and services; and
| | - |  | -------------------------------------------------------



| |  |  | San Jose, California: compliance and risk management solutions.
| | - |  | ---------------------------------------------------------------

For the fiscal years 2008, 2009 and 2010, 13%, 13% and 14% of the Companys revenues, respectively, were dedicated to research and
development expenses. Research and development expenses totaled US$3.6 million for fiscal 2008 and US$4.6 million for fiscal 2009 and fiscal 2010.

Seasonality

Although we do not consider our business to be highly seasonal, we generally experience the greatest demand for our products and services
in the last month of each quarter. However, due to our high levels of recurring revenue contracts, revenue from SaaS and transaction service fees are generally evenly spread throughout our financial year.

Competition

The financial governance, transaction risk management and compliance industry is competitive, and we expect competition to increase as
other companies introduce new software products and services.

There is no competitor that we compete with across all product
lines. We primarily compete with Checkfree (a subsidiary of Fiserv) and Chesapeake Systems for our Unity ReconNET product, BlackLine Corporation for our Unity AssureNET product, Paisley Consulting and Open Pages in the Sarbanes-Oxley compliance
market and Clarity Systems for our Unity XFR product.

We compete primarily on the basis of the following:



| |  |  | product capabilities and technical features;
| | - |  | --------------------------------------------



| |  |  | product performance and effectiveness;
| | - |  | --------------------------------------



| |  |  | price;
| | - |  | ------



| |  |  | industry expertise;
| | - |  | -------------------



| |  |  | support of technology standards;
| | - |  | --------------------------------



| |  |  | ease of use; and
| | - |  | ----------------



| |  |  | customer technical support and service.
| | - |  | ---------------------------------------

We believe that we compete favorably in this market based on these factors. In particular cases, however, the Companys competitors
may offer software with functionality that is sought by the Companys prospective customers and which differs from that offered by us. Several of the Companys competitors have also in the past distributed, and may in the future
distribute, products in pilot programs at lower cost than us.



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Intellectual Property and Proprietary Rights

The Companys success is dependent on the Companys proprietary software technology. The Company relies on a combination of
patents, trade secrets, contractual rights, copyright law, non-disclosure agreements and trademarks to establish and protect the Companys proprietary rights in the Companys products and technologies.

The Companys patents include the following:



|                                                                                                                     |  |                |  |              
|-------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | -------------
|Patents                                                                                                              |  | Regions Issued |  | Status       
|     Method and Apparatus for Programmatic Learned Routing in an Electronic Form
System                             |  |      U.S.     |  |      Granted
|     Process Builder for a Routable Electronic Document System and Method for Using the
Same                        |  |      U.S.     |  |      Granted
|     Self-Directed Routable Electronic Form System and Method                                                       |  |      U.S.     |  |      Granted
|     A System and Method for Documenting, Performing and Attesting to Internal Controls for a
Business Organization |  |      U.S.     |  |      Pending
|     System for Preparing Financial Disclosures by Unifying Financial Close and Financial Control                   |  |      U.S.     |  |      Pending
|     Design for Enterprise Risk Management Display                                                                  |  |      U.S.     |  |      Pending
|     System and method for re-using XBRL-tags across period boundaries                                              |  |      U.S.     |  |      Pending

The Companys trademarks include the following:



|                                |  |                                    
|------------------------------- |  | -----------------------------------
|Trademarks                      |  | Regions Issued                     
|     Trintech                  |  |      European Union, Ireland, U.S.
|     ReconNET                  |  |      U.S.                         
|     AssureNET                 |  |      U.S.                         
|     Movaris Unity             |  |      U.S.                         
|     Movaris OneClose          |  |      U.S.                         
|     DataFlow Services         |  |      U.S.                         
|     Bank Fee Analysis         |  |      U.S.                         
|     xlNET                     |  |      U.S.                         
|     Unity Financial GRC Suite |  |      U.S.                         

In addition to patents, trademarks and technology licenses, the Company has developed an extensive portfolio of copyrights, know-how and
trade secrets over the past 20 years as it has developed solutions for the financial governance, transaction risk management and compliance markets. Except for the intellectual property described above, we are not currently dependent on any
intellectual property that is of material importance to the Companys business or profitability.

Principal Markets

The Company split its operations between GRC and Healthcare segment from fiscal 2007 through the third quarter of
fiscal 2010. In the fourth quarter, the Company determined that its Healthcare business was a discontinued operation and therefore was no longer an operating segment. On April 1, 2010 the Company sold its Healthcare business to The Advisory
Board Company. As a result, the financial results in this Form 20-F reflect the Healthcare business/segment as a discontinued operation. All prior period statements, except the consolidated statements of cash flows, have been reclassified
accordingly.

As of January 31, 2010, we have only one business and operate in one industry segment of Financial GRC.

C. Organizational Structure

The following is a list and brief description of the Companys significant subsidiaries at January 31, 2010:

Trintech Technologies Limited, a wholly-owned subsidiary, is a limited liability company having a share capital incorporated under
the laws of the Republic of Ireland. All of the outstanding share capital of Trintech



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Technologies Limited is owned by the Company. The principal activity of Trintech Technologies Limited is the sale of financial governance, transaction risk management and compliance software to
commercial and financial markets in Europe and Australia and the licensing of its intellectual property to its subsidiaries.

Trintech Limited, a wholly owned subsidiary, is a limited liability company having a share capital incorporated under the laws of
the Republic of Ireland. All of the outstanding share capital of Trintech Limited is owned by the Company. The principal activity of Trintech Limited is the licensing of patented technology.

Trintech UK Limited, a wholly-owned subsidiary, is a limited liability company incorporated in the United Kingdom. All of the
outstanding share capital of Trintech UK is owned by the Company. The principal activity of Trintech UK is the sale of financial governance, risk management and compliance software solutions to commercial and financial markets in the United Kingdom.

Trintech Inc., a wholly-owned subsidiary, is a California corporation. All of the outstanding share capital of
Trintech Inc. is owned by the Company. The principal activity of Trintech Inc. is the sale of financial governance, risk management and compliance software solutions to commercial, financial and healthcare markets in North America.

Movaris, Inc., a wholly-owned subsidiary, is a California corporation. All of the outstanding share capital of Movaris, Inc. is
owned by the Company. The principal activity of Movaris, Inc. is the sale of financial governance, risk management and compliance software solutions to commercial and financial markets in North America. This company was acquired in February 2008.

Trintech Group Finance Limited, a wholly-owned subsidiary, is a limited liability company having a share capital
incorporated under the laws of the Cayman Islands. All of the outstanding share capital of Trintech Group Finance Limited is owned by the Company. The principal activity of Trintech Group Finance Limited is the management of the Companys
surplus cash.

Slan Limited, a wholly-owned subsidiary, is a limited liability company having a share capital
incorporated under the laws of the Cayman Islands. All of the outstanding share capital of Slan Limited is owned by the Company. The principal activity of Slan Limited was the sale of the Payments and Healthcare businesses.

CW & Associates, Inc., doing business as DataFlow Services, a wholly-owned subsidiary, is a Texas corporation. All of the
outstanding share capital of CW & Associates, Inc. is owned by the Company. CW & Associates, Inc. is the provider of a data transaction network supporting customers bank reconciliation processes by aggregating bank
account statement data and delivering it to customers daily in electronic form.

D. Property, Plants and Equipment

The Companys principal executive and administrative offices are located in Dublin, Ireland. The Companys principal trading
offices for North and South America are located in the Dallas, Texas metropolitan area. The Company also has offices for research and development in the San Jose, California and sales and marketing personnel in the San Jose, California, London,
United Kingdom and Rotterdam, The Netherlands metropolitan areas. We believe the Companys current facilities are sufficient for the conduct of its business for the foreseeable future.



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As at January 31, 2010, we leased the facilities described below for our continued
operations:



|                     |  |               |  |                    |  |                          |  |                        |  |                               
|-------------------- |  | ------------- |  | ------------------ |  | ------------------------ |  | ---------------------- |  | ------------------------------
|Description          |  | SquareFootage |  | Used byThe Company |  | Sub-Leased toThird Party |  | AvailableFor Sub-Lease |  | Earliest LeaseTermination Date
|Ireland              |  |               |  |                    |  |                          |  |                        |  |                               
|Dublin               |  | 1,980         |  | 1,980              |  |                         |  |                       |  | 2010                          
|                     |  |               |  |                    | 
|USA                  |  |               |  |                    |  |                          |  |                        |  |                               
|Dallas, Texas        |  | 34,453        |  | 22,549             |  | 11,904                   |  |                       |  | 2014                          
|San Jose, California |  | 6,223         |  | 6,223              |  |                         |  |                       |  | 2014                          
|                     |  |               |  |                    | 
|United Kingdom       |  |               |  |                    |  |                          |  |                        |  |                               
|London               |  | 1,059         |  | 1,059              |  |                         |  |                       |  | 2010                          
|                     |  |               |  |                    | 
|The Netherlands      |  |               |  |                    |  |                          |  |                        |  |                               
|Rotterdam            |  | 635           |  | 635                |  |                         |  |                       |  | 2010                          

The Dublin property is
our corporate administration headquarters. This property lease expires in October 2011 and can be terminated with six months notice. The Dallas property is our main operating headquarters in the U.S. The San Jose property is a sales and marketing
and research and development center primarily for our Unity Financial GRC Suite product. The London property is our main EMEA operating center and the property lease is up for renewal in December 2010. Management is currently reviewing its options
regarding this lease. The Rotterdam property is a sales and marketing centre and the property lease is renewable on an annual basis.



|Item 4A. | Unresolved Staff Comments
|-------- | -------------------------

Not applicable.



|Item 5. | Operating and Financial Review and Prospects
|------- | --------------------------------------------

The following discussion and analysis of financial condition and results of operations should be read in conjunction with the
Companys consolidated financial statements for the periods specified including the notes thereto included elsewhere in this Form 20-F as well as Item 3.A Key InformationSelected Consolidated Financial Data. The following
discussion and analysis of financial condition, changes in financial condition and results of operations contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, including statements about customer demand, plans and objectives of management and market growth and opportunity. The words anticipate, believe, estimate,
expect, forecast, intend, may, plan, project, predict, should and will and similar expressions as they relate to the Company are intended to
identify such forward-looking statements. These forward-looking statements involve risks and uncertainties that are difficult to predict. Actual results could differ materially from those indicated by such forward looking statements as a result of
risks set forth in the following discussion and those set forth in Item 3.D Key InformationRisk Factors. The Company undertakes no obligation to update publicly any forward-looking statements in this Form 20-F.

A. Operating Results

Overview

We are a leading global provider of integrated financial governance, risk management, and compliance (GRC) software solutions for
commercial, financial and healthcare markets. Our recognized 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.



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Over 570 organizations are realizing the benefits of Trintechs configurable and highly
scalable solutions 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 split its operations between
Payments and GRC prior to fiscal 2007. On September 1, 2006 the Company sold substantially all of the Payments business (excluding its German business) to VeriFone Holdings, Inc.

The Company split its operations between GRC and the Healthcare segment from fiscal 2007 through the third quarter of fiscal 2010. On
April 1, 2010 the Company sold the Healthcare business to The Advisory Board Company. As a result, the financial results reflect the healthcare business/segment as a discontinued operation. All prior period statements, except the consolidated
statements of cash flows, have been reclassified accordingly.

As of January 31, 2010, we have only one business and
operate in one industry segment of Financial GRC.

The disclosure below reflects the results of operations from the continuing
business.

GRC Business

Financial GRC is primarily engaged in marketing and selling licenses for the Companys financial GRC software and related
maintenance, development and installation services. GRC includes the business of DataFlow which is engaged in the retrieval, processing, aggregation and delivery of all transaction data in daily bank statements. The Financial GRC business generated
revenues of US$28.5 million in fiscal 2008, US$34.3 million in fiscal 2009 and US$32.5 million in fiscal 2010. The Financial GRC business has a customer base of in excess of 50,000 users in more than 570 customers, including 48% of the Fortune 50
and 22% of the Fortune 500 companies.

Over the last year, the Company has taken a number of steps to build the Financial GRC
business and expand its product offering, as follows:



| |  |  | In February 2009, the Company announced the availability of Unity 10.2, the latest release of its application for integrating financial and compliance
data while maximizing staff efficiencies and return on investment. Trintechs Unity 10.2 application delivers numerous market, regulatory, and customer driven functional enhancements including level IV XBRL capabilities in accordance with the
most recent SEC mandates for financial reporting. Additional enhancements have been made across the Unity suite of compliance, risk and financial close and financial reporting applications with particular emphasis on further streamlining the
regulatory disclosure preparation and review processes.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In July 2009, the Company announced the availability of Unity Xtensible Financial Reporting (XFR), a financial reporting software solution with
embedded support for the tagging and output of XBRL-compliant financial statements. workflow, task management, review and approval of financial close processes.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In August 2009, the Company announced the release of ReconNET 8.0, its next-generation reconciliation and exception management software. ReconNET 8.0
allows finance teams to automate even the most complex reconciliation and exception management processes. The software expands a customers ability to interface with external platforms and databases, including Oracle 11g and more recent
versions of Microsoft SQL server and Windows operating systems.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In September 2009, the Company announced the release of AssureNET GL 5.0, the leading balance sheet reconciliation software solution for automating and
controlling the financial close process. AssureNET GL 5.0 helps senior financial accounting managers comply with increasingly complicated regulatory mandates such as the Sarbanes Oxley Act while reducing costs and increasing confidence in financial
results. The newest version of the software offers customers more immediate return on
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | investment with configurable automated matching processors and additional efficiencies such as Single Sign-On and enhanced reporting capabilities. AssureNET GL is used by more than 100 global
blue chip customers, and is a component of Trintechs Unity Financial GRC platform, a suite of modular software that enables companies to meet their financial governance, risk management and compliance goals.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | In November 2009, the Company announced that it has embedded the Fujitsu
Interstage®
XWand® XBRL processing engine into the Trintech Unity Xtensible Financial Reporting (XFR) software module,
dramatically extending the ability of Trintech clients to create, manage and validate XBRL-compliant financial statements, including Edgar Filer Manual (EFM) validation. Trintechs Unity XFR solution is an external financial reporting software
module with advanced workflow, document management and XBRL tagging features to help businesses comply with current and planned regulatory mandates dictating the use of XBRL in financial statements. Unity XFR has supported embedded XBRL tagging
capabilities since 2007, but with the integration of Fujitsu Interstage XWand, Trintech can now offer its tagging user experience on top of a leading XBRL processing engine. Unity XFR is part of Trintechs Unity Financial GRC Software Suite.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In fiscal 2010, the Company continued its investment program to drive financial governance, risk management
and compliance (GRC) revenue growth in vertical markets such as healthcare, energy, financial services, technology, retail and manufacturing.

On March 2, 2010, the Company signed a definitive agreement for the sale of Concuity to The Advisory Board Company for US$34.5
million in cash, subject to the following adjustments: (1) a total escrow amount of US$6 million of which US$2 million and US$4 million will be held for a period of 9 and 18 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 and (2) an initial negative adjustment of US$551,000 tied to the net working capital of the Healthcare business as at the closing
date, which is expected to be finalized within 90 days of the closing date. The sale was successfully completed on April 1, 2010. Following this sale, the Company has over US$47 million in cash which will provide additional financial strength
to grow our core financial GRC market share globally.

The Financial GRC business was tested for impairment as at January 31,
2010 and it was concluded that its goodwill and intangible assets were not impaired.

Revenues

The Companys total revenues are primarily derived from two sources:

License Revenues. Software license revenues, which represented 62% of total revenues in fiscal 2010, are derived from license fees
from the Companys financial GRC software and the provision of related support and maintenance services to customers. Customer support and maintenance fees are established as a percentage of the software license price, typically ranging from
15% to 18% per year, and are generally paid annually. The Company also licenses the Companys software where the Company hosts the software on the customers behalf.

Service Revenues. The Company derives service revenues, which represented 38% of total revenues in fiscal 2010, from data delivery
services, SaaS fees, consulting services, educational and training services, customization services and implementation services.

Total revenues from customers in the United States were US$28 million in fiscal 2010, US$29.5 million in fiscal 2009 and US$25.2 million
in fiscal 2008. This represented 86% of total revenues in fiscal 2010 and fiscal 2009 and 88% of total revenues in fiscal 2008. Total revenues from customers located in Europe were US$2.8 million in fiscal 2010, US$3.8 million in fiscal 2009 and
US$2.5 million in fiscal 2008. This represented 9% of total revenues in fiscal 2010, 11% of total revenues in fiscal 2009 and 9% of total revenues in fiscal 2008. Total



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revenues from customers located in the rest of the world were US$1.6 million in fiscal 2010, US$1.1 million in fiscal 2009 and US$1.0 million in fiscal 2008. This represented 5% of total revenues
in fiscal 2010, 3% of total revenues in fiscal 2009 and 4% of total revenues in fiscal 2008.

Recurring revenues accounted for
over 67% of total revenues in fiscal 2010 and were derived from the provision of annual license fees, transaction services, support and SaaS fees. Recurring revenues accounted for 59% and 56% of total revenues in fiscal 2009 and fiscal 2008,
respectively.

Cost of Revenues

Cost of license revenues includes shipping, software documentation, labor, third-party license fees, the cost of providing after-sale
support and maintenance services to customers, the amortization 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 labor, travel
and other non-recoverable costs associated with the delivery of services to customers.

Operating expenses

Research and development expenses consist primarily of labor and associated costs connected with the development of
the Companys software products. Sales and marketing expenses consist of labor costs, including commissions, travel and other costs associated with sales activity, and advertising, trade show participation, public relations and other marketing
costs. General and administrative expenses consist primarily of labor and recruitment costs, facilities costs, telephone and other office costs and depreciation. Amortization of purchased intangible assets consists primarily of the amortization of
acquired customer bases, recorded in connection with the Companys acquisitions in fiscal 2004, fiscal 2007 and fiscal 2009.

Taxation

The Company operates as a holding company with operating subsidiaries in the Republic of Ireland, the United Kingdom, the United States
and two subsidiaries in the Cayman Islands. Each subsidiary is taxed based on the laws of the jurisdiction in which it is incorporated except for Trintech Group Finance Limited which is incorporated in the Cayman Islands and has been tax resident in
the Republic of Ireland since March 18, 2010. From that date, this companys taxable income will be subject to Irish corporation tax at 12.5%. Because taxes are incurred at the subsidiary level, and one subsidiarys tax losses cannot
be used to offset the taxable income of subsidiaries in other tax jurisdictions, the Companys consolidated effective tax rate may increase to the extent that the Company reports tax losses in some subsidiaries and taxable income in others. In
addition, the Companys tax rate may also be affected by costs that are not deductible for tax purposes, such as amortization of purchased intangibles and share-based compensation.

The Company has significant operations, and generates a large majority of its taxable income, in the United States. It also has trading
entities in the United Kingdom and the Republic of Ireland. Some of the Companys Irish operating subsidiaries are taxed at rates substantially lower than U.S. tax rates. One Irish subsidiary currently qualifies for a 10% tax rate which, under
current legislation, will remain in force until December 31, 2010. We do not expect the termination of this tax benefit to have a material impact on our tax payments in the Republic of Ireland as we have a substantial amount of tax losses
carried forward from prior years. Another Irish subsidiary qualifies for an exemption from income tax as the Companys revenue source is license fees from qualifying patents within the meaning of Section 234 of the Irish Taxes
Consolidation Act, 1997. The Company currently anticipates that it will continue to benefit from this tax treatment, although the extent of the benefit could vary from period to period, and the Companys tax situation may change. In addition,
at such time as these subsidiaries no longer qualify for these tax rates or if the tax laws were to be rescinded or changed, the Companys operating results could be materially adversely affected.



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Currencies

A portion of the Companys revenues, costs, assets and liabilities are denominated in currencies other than the U.S. dollar, and all
of our subsidiaries, other than our U.S. and Cayman Islands subsidiaries, have functional currencies other than the U.S. dollar. These currencies fluctuate significantly against the U.S. dollar. As a result of the currency fluctuations, primarily
the U.S. dollar with the euro and the pound sterling, and the conversion to U.S. dollars for financial reporting purposes, we experience fluctuations in the Companys operating results on an annual and a quarterly basis. As a result of such
currency fluctuations, the Company recognized exchange gains of US$444,000, US$331,000 and US$229,000 in fiscal 2008, 2009 and 2010, respectively. From time to time the Company has in the past and may in the future hedge against the fluctuations in
exchange rates. Future hedging transactions may not successfully mitigate losses caused by currency fluctuations. The Company expects to continue to experience exchange rate fluctuations on an annual and quarterly basis, and currency fluctuations
could have a material adverse impact on the Companys results of operations.

Share-based Compensation

The Company recognizes share-based compensation in accordance with FASB ASC 718, Stock Compensation. The Company
anticipates it will recognize an aggregate of US$426,000 of share-based compensation in fiscal years 2011 to 2014 from continuing operations. This assumes there are no adjustments to compensation expense due to actual cancellations, modifications or
new awards granted.

Restructuring Charges

During fiscal 2009, the Company recorded a provision for lease abandonment of US$262,000 relating to the San Jose lease in California as
of February 14, 2008, the date that the Company acquired Movaris Inc. The provision represents 50% of the Movaris leased space which was permanently idle and physically separate from the utilized space and US$6,000 provision related to
discontinued activities. This resulted in an increase in the goodwill balance of US$262,000 on acquisition and an increase in discontinued liabilities of US$6,000.

Due to the difficult business trading environment in the U.S. in fiscal 2009, the Company established a restructuring plan to
rationalize, integrate and re-align the resources of the Company. This restructuring plan included workforce reductions and the abandonment 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 its cost structure during the current economic downturn, which had adversely impacted revenues, elongated selling cycles, and delayed, suspended or reduced
the demand for certain products. The lease facility reductions allowed the Company to consolidate its workforce within its offices to better match their size and needs; it also was designed to allow the Company to match operational costs more
closely with projected need levels. Prior to the implementation of the restructuring plan, both the workforce and the facilities were larger than necessary for the Companys level of business activity.

The restructuring program resulted in costs incurred primarily for workforce reduction across certain business functions and additional
abandoned excess lease facilities in San Jose, California. During fiscal 2009, the Company incurred US$252,000 in restructuring expense of which US$222,000 were severance costs for workforce reductions and US$30,000 related to the abandonment of an
additional 15% of excess lease facilities in San Jose which is included in the line item Restructuring Charges in the consolidated statement of operations for the year ended January 31, 2009. The US$252,000 restructuring charge for
fiscal 2009 comprised US$212,000 for the GRC segment and US$40,000 for the Healthcare segment which is reflected in net loss from discontinued operations.

The business environment had not significantly improved as the Company moved into fiscal 2010 and as a result the Company had additional
workforce reductions of US$253,000 in fiscal 2010 of which US$244,000 was for the GRC segment and US$9,000 for the Healthcare segment which is reflected in net loss from discontinued operations. The restructuring plan is now complete. The cumulative
amount of restructuring charges under this plan was US$505,000.



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Acquisition and Divestiture History

On February 14, 2008, the Company acquired the outstanding shares of Movaris, Inc., a privately held company in the U.S. for a total
final consideration of US$8.8 million. The total purchase costs comprise US$7.1 million in cash, 507,765 Trintech American Depositary Shares (ADSs) amounting to US$1.3 million valued at the time of the closing of the acquisition and transaction
costs of US$385,000. The ADSs were subject to a lock-up arrangement that expired on February 14, 2009. The initial total purchase costs of US$8.8 million has been allocated, based on their respective fair values, to non-current assets
(purchased technology and acquired customer base) of US$3.3 million, goodwill of US$5.7 million and net liabilities assumed of US$240,000. The acquisition was accounted for in accordance with FASB ASC 350 Goodwill and Other Intangible
Assets. Accordingly, goodwill was not amortized. Non-current assets are being amortized on a straight-line basis over their estimated useful economic lives of three to five years. The assets, liabilities, and operating results of the acquired
business have been included in the accompanying financial statements from the date of acquisition.

On March 2, 2010, the
Company signed a definitive agreement for the sale of Concuity to The Advisory Board Company for US$27.9 million in cash, subject to the following adjustments: (1) a total escrow amount of US$6 million of which US$2 million and US$4 million
will be held for a period of 9 and 18 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 and (2) an initial
negative adjustment of US$551,000 tied to the net working capital of the Healthcare business as at the closing date, which is expected to be finalized within 90 days of the closing date. The sale was successfully completed on April 1, 2010. As
a result of this transaction, the healthcare business is reported as a discontinued operation in the accompanying consolidated financial statements. All prior period financial statements, except the consolidated statement of cash flows, have been
restated accordingly.

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

Critical Accounting Policies and Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported
in the financial statements and the accompanying footnotes. Actual results may differ from these estimates under different assumptions or conditions. The Company believes the following critical accounting policies affect the more significant
judgments and estimates used in the preparation of the Companys financial statements.

Revenue recognition.

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

The Company recognizes 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 customization of the software, the Company recognizes 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 recognized 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 recognize 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 recognized



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when the fee is collected. Revenue arrangements with resellers are recognized, 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 recognized 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 recognized 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 recognized as revenue.

Revenue allocated to maintenance and support is recognized ratably over the maintenance term, typically one year. Revenue allocated to
implementation, training and other service elements is recognized 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 recognized 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 recognized 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 recognized 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 recognized ratably 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 recognized 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 recognized 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 recognized over the expected term of the SaaS agreement.



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Cost of Revenues

Cost of license revenues includes shipping, software documentation, labor, third-party license fees, the cost of providing after-sale
support and maintenance services to customers, amortization 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 labor, 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 is recorded as an asset and then amortized over the future revenue streams of the Healthcare customer contracts. Amortization 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 amortized 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. Amortization of deferred implementation costs is included in net loss from discontinued operations in the
consolidated statements of operations.

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 minimize 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 recognized 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 recognized in earnings. All of the Companys derivative financial instruments are recorded at their
fair value in other accrued liabilities.

Research and Development

FASB ASC 985, Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed, requires capitalization
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 capitalized 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. Amortization expense for the years ended
January 31, 2008, 2009 and 2010 was US$1 million, US$1.4 million and US$1.1 million, respectively for continuing operations.

Goodwill

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.



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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 capitalization 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 January 31, 2008, 2009 and 2010 and no goodwill impairments were recognized 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 recognized 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 recognized for fiscal years 2008, 2009 and 2010.

Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization 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 amortized 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.

Net Income
(Loss) per Ordinary Share

Basic net 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.



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

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
January 31, 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 for fiscal 2008, US$53,000 for 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 U.S.
governmental securities and 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 January 31, 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 realizability 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 recognized receivable to the amount we reasonably believe will be collected.

Share-based Compensation

The Company recognizes share-based compensation in accordance with FASB ASC 718, Stock Compensation. The Company anticipates
it will recognize 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 January 31, 2009 and 2010, the Company had a liability for compensated absences for continuing operations of
US$420,000 and US$342,000, respectively.



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##### Table of Contents

Accounting for Income Taxes

Deferred income taxes are recognized 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 realized. The ultimate realization 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 favorable or unfavorable 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.



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##### Table of Contents

Results of Operations

The following table presents the Companys results of operations expressed as a percentage of total revenues, after giving effect to
rounding, for the periods indicated:



|                                            |  |                        |   |  |      |   |  |      |  
|------------------------------------------- |  | ---------------------- | - |  | ---- | - |  | ---- | -
|                                            |  | Year Ended January 31, |  
|                                            |  | 2008                   |   |  | 2009 |   |  | 2010 |  
|                                            |  | %                      |   |  | %    |   |  | %    |  
|Revenues:                                   |  |                        |   |  |      |   |  |      |  
|License                                     |  | 58                     |   |  | 57   |   |  | 62   |  
|Service                                     |  | 42                     |   |  | 43   |   |  | 38   |  
|                                            |  |                        |   |  |      |   |  |      |  
|Total revenues                              |  | 100                    |   |  | 100  |   |  | 100  |  
|                                            |  |                        |  
|Cost of revenues:                           |  |                        |   |  |      |   |  |      |  
|License                                     |  | 5                      |   |  | 7    |   |  | 8    |  
|Amortization of purchased technology        |  | 1                      |   |  | 1    |   |  | 1    |  
|Service                                     |  | 20                     |   |  | 21   |   |  | 18   |  
|                                            |  |                        |   |  |      |   |  |      |  
|Total cost of revenues                      |  | 26                     |   |  | 29   |   |  | 27   |  
|                                            |  |                        |   |  |      |   |  |      |  
|Gross margin                                |  | 74                     |   |  | 71   |   |  | 73   |  
|                                            |  |                        |  
|Operating expenses:                         |  |                        |   |  |      |   |  |      |  
|Research and development                    |  | 13                     |   |  | 13   |   |  | 14   |  
|Sales and marketing                         |  | 30                     |   |  | 31   |   |  | 25   |  
|General and administrative                  |  | 32                     |   |  | 25   |   |  | 23   |  
|Restructuring charge                        |  |                       |   |  | 1    |   |  | 1    |  
|Amortization of purchased intangible assets |  | 3                      |   |  | 3    |   |  | 3    |  
|                                            |  |                        |   |  |      |   |  |      |  
|Total operating expenses                    |  | 78                     |   |  | 73   |   |  | 66   |  
|                                            |  |                        |   |  |      |   |  |      |  
|(Loss) income from operations               |  | (4                     | ) |  | (2   | ) |  | 7    |  
|Interest income, net                        |  | 4                      |   |  | 1    |   |  | 0    |  
|Exchange gain, net                          |  | 2                      |   |  | 1    |   |  | 1    |  
|                                            |  |                        |   |  |      |   |  |      |  
|Income before provision for income taxes    |  | 2                      |   |  | 0    |   |  | 8    |  
|Provision for income taxes                  |  | (4                     | ) |  | 1    |   |  | 0    |  
|                                            |  |                        |   |  |      |   |  |      |  
|Net (loss) income from continued operations |  | (2                     | ) |  | 1    |   |  | 8    |  
|                                            |  |                        |  
|Loss from discontinued operations           |  | (13                    | ) |  | (7   | ) |  | (3   | )
|Profit on sale of discontinued operations   |  |                       |   |  | 2    |   |  |     |  
|                                            |  |                        |   |  |      |   |  |      |  
|Net loss from discontinued operations       |  | (13                    | ) |  | (5   | ) |  | (3   | )
|                                            |  |                        |   |  |      |   |  |      |  
|                                            |  |                        |  
|Net (loss) income                           |  | (15                    | ) |  | (4   | ) |  | 5    |  
|                                            |  |                        |   |  |      |   |  |      |  

Fiscal Year Ended January 31, 2010 Compared To Fiscal Year Ended January 31, 2009

Revenues



|                 |  |                             |  |                            |  |                                   |   |  |                                  |   
|---------------- |  | --------------------------- |  | -------------------------- |  | --------------------------------- | - |  | -------------------------------- | --
|Revenues         |  | Year endedJanuary 31, 2010  |  | Year endedJanuary 31, 2009 |  | Increase (decrease)fromprior
year |   |  | Percentage changefrom prior
year |   
|                 |  | (U.S. dollars in thousands) |  |                            |  |                                  
|License revenues |  | 20,140                      |  | 19,614                     |  | 526                               |   |  | 3                                | % 
|Service revenues |  | 12,325                      |  | 14,697                     |  | (2,372                            | ) |  | (16                              | )%
|                 |  |                             |  |                            |  |                                   |   |  |                                  |   
|Total revenues   |  | 32,465                      |  | 34,311                     |  | (1,846                            | ) |  | (5                               | )%
|                 |  |                             |  |                            |  |                                   |   |  |                                  |   



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##### Table of Contents

Total Revenues.There were no customers who individually accounted for more than 10%
of total revenues in either period.

License. The increase in license revenues was due to stronger maintenance renewals
from existing customers in the U.S. market. This increase was partially offset by a reduction in non-recurring license revenue primarily in Europe which was caused by continued economic uncertainty during the year.

Service. The decrease in service revenues in fiscal 2010 was primarily due to a fall in professional service revenues in both the
U.S. and European markets. This was due to a higher professional service revenue backlog available in the prior year and a fall in non-recurring license sales in fiscal 2010 due to the continued economic uncertainty mentioned above.

Cost of Revenues



|                                     |  |                             |  |                            |  |                                   |   |  |                                  |   
|------------------------------------ |  | --------------------------- |  | -------------------------- |  | --------------------------------- | - |  | -------------------------------- | --
|Cost of revenues                     |  | Year endedJanuary 31, 
2010 |  | Year endedJanuary 31, 2009 |  | Increase (decrease)fromprior
year |   |  | Percentage changefrom prior
year |   
|                                     |  | (U.S. dollars in thousands) |  |                            |  |                                  
|License                              |  | 2,736                       |  | 2,246                      |  | 490                               |   |  | 22                               | % 
|Amortization of purchased technology |  | 248                         |  | 417                        |  | (169                              | ) |  | (41                              | )%
|Service                              |  | 5,855                       |  | 7,248                      |  | (1,393                            | ) |  | (19                              | )%
|                                     |  |                             |  |                            |  |                                   |   |  |                                  |   
|Total cost of revenues               |  | 8,839                       |  | 9,911                      |  | (1,072                            | ) |  | (11                              | )%
|                                     |  |                             |  |                            |  |                                   |   |  |                                  |   

Total Cost of Revenues. The total revenues decreased by 5% in fiscal 2010 compared to the
prior year and the total cost of revenues decreased by 11% as discussed below. This had the effect of increasing gross margin by 2% compared to the prior year.

License. The increase in the cost of license revenues in absolute dollars and in percentage terms in fiscal 2010 compared to the
prior year was due to increased third party license and reseller costs and an increase in internal salary costs. The increase in third party license costs is due to the increased sales of certain software products which require third party licenses
for components of the software. The cost of license revenues as a percentage of license revenues in fiscal 2010 increased to 14% compared to 11% in the prior year.

Amortization of purchased technology. The decrease in amortization of purchased technology in fiscal 2010 was due to technology
relating to the Assurity acquisition being fully amortized at the end of fiscal 2009.

Service. Cost of service
revenues decreased in fiscal 2010 in absolute dollars and in percentage terms as compared to cost of service revenues in the prior year. These costs represented 48% of service revenues in fiscal 2010 compared to 49% in the prior year. The decrease
in service costs was primarily due to a reduced salaries and benefits cost due to reduced headcount and lower commissions and a reduction in travel expenses associated with performance of services.

Operating Expenses



|                                            |  |                             |  |                            |  |                         |   |  |                                  |   
|------------------------------------------- |  | --------------------------- |  | -------------------------- |  | ----------------------- | - |  | -------------------------------- | --
|Operating expenses                          |  | Year
endedJanuary 31, 2010  |  | Year endedJanuary 31, 2009 |  | Decrease fromprior year |   |  | Percentage changefrom prior
year |   
|                                            |  | (U.S. dollars in thousands) |  |                            |  |                        
|Research and development                    |  | 4,581                       |  | 4,620                      |  | (39                     | ) |  | (1                               | )%
|Sales and marketing                         |  | 8,032                       |  | 10,656                     |  | (2,624                  | ) |  | (25                              | )%
|General and administrative                  |  | 7,489                       |  | 8,654                      |  | (1,165                  | ) |  | (13                              | )%
|Amortization of purchased intangible assets |  | 855                         |  | 933                        |  | (78                     | ) |  | (8                               | )%



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##### Table of Contents

Research and development. There was a slight decrease in research and development
expenses in fiscal 2010 primarily due to a reduction in personnel which was almost fully offset by increased external contractor costs.

Sales and marketing. The decrease in sales and marketing expenses in fiscal 2010 was primarily due to a reduction in salaries and
benefits due to reduced headcount and reduced commissions and bonuses. There was also a reduction in marketing expenditures incurred during fiscal 2010 and a reduction in travelling costs due to a decrease in personnel.

General and administrative. The decrease in general and administrative expenses in fiscal 2010 was primarily due to a reduction in
occupancy costs for our Dublin and San Jose offices and an overall reduction in salary, travel, office and other expenses compared to the prior year.

Amortization of purchased intangible assets. Amortization of purchased intangible assets consists primarily of the amortization of
acquired customer bases, recorded in connection with the Companys acquisitions in fiscal 2004, fiscal 2007 and fiscal 2009. The decrease in amortization of purchased intangible assets in fiscal 2010 was primarily due to the Dataflow
acquisition being fully amortized in the third quarter of fiscal 2010 compared to a full years amortization in fiscal 2009.

Interest income, net. Interest income, net consists of interest income and interest expense. Interest income, net decreased to
US$50,000 in fiscal 2010 compared to US$334,000 in fiscal 2009. The decrease was due to lower U.S. interest rates compared to the prior year.

Provision for Income Taxes.Provision for income taxes was US$138,000 in fiscal 2010 compared to US$356,000 credit in fiscal 2009.
The tax provision in fiscal 2010 was primarily related to state taxes payable in the U.S. In fiscal 2009, the Company recorded a deferred tax credit of US$515,000 for deductible timing differences incurred during that period which were related to
the Movaris acquisition in February 2008 and U.S. net operating losses incurred during the period. The Company also recorded a tax provision of US$159,000 in fiscal 2009 relating to state taxes payable in the US and income taxes payable in the UK
and Ireland tax jurisdictions.

Loss from discontinued operations, net of tax.On March 2, 2010, the Company
signed a definitive agreement for the sale of its Healthcare division, Concuity, to The Advisory Board Company. The sale was successfully completed on April 1, 2010. As a result of this transaction, the Healthcare business is reported as
discontinued operations in the accompanying consolidated financial statements. All prior period financial statements, except the consolidated statement of cash flows, have been restated accordingly.

As a result, the loss from discontinued operations for fiscal 2010 was US$1.1 million. The loss from discontinued operations for fiscal
2009 was US$1.6 million which included a profit on sale of US$920,000 realized, net of legal charges from a settlement of indemnification claims by VeriFone Holdings, Inc. that were part of the escrow amount held back against any claims arising from
the sale of the Payments business to VeriFone Holdings, Inc in September 2006.

Revenues

Fiscal Year Ended January 31, 2009 Compared To Fiscal Year Ended January 31, 2008



|                 |  |                             |  |                            |  |                         |  |                                  |  
|---------------- |  | --------------------------- |  | -------------------------- |  | ----------------------- |  | -------------------------------- | -
|Revenues         |  | Year endedJanuary 31, 2009  |  | Year endedJanuary 31, 2008 |  | Increase fromprior year |  | Percentage changefrom prior
year |  
|                 |  | (U.S. dollars in thousands) |  |                            | 
|License revenues |  | 19,614                      |  | 16,640                     |  | 2,974                   |  | 18                               | %
|Service revenues |  | 14,697                      |  | 11,907                     |  | 2,790                   |  | 23                               | %
|                 |  |                             |  |                            |  |                         |  |                                  |  
|Total revenues   |  | 34,311                      |  | 28,547                     |  | 5,764                   |  | 20                               | %
|                 |  |                             |  |                            |  |                         |  |                                  |  



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##### Table of Contents

Total Revenues.There were no customers who individually accounted for more than 10%
of total revenues in either period.

License. The increase in license revenues in fiscal 2009 was primarily due to
revenues generated from the Movaris business acquired in February 2008, strong AssureNET license sales and strong maintenance renewals for all products.

Service. The increase in service revenues in fiscal 2009 was primarily due to revenues generated from the Movaris business
acquired in February 2008, an increase in revenues from SaaS services and strong professional service revenues.

Cost of
Revenues



|                                     |  |                             |  |                            |  |                         |  |                                  |  
|------------------------------------ |  | --------------------------- |  | -------------------------- |  | ----------------------- |  | -------------------------------- | -
|Cost of revenues                     |  | Year endedJanuary 31, 
2009 |  | Year ended January31, 2008 |  | Increase fromprior year |  | Percentage changefrom prior
year |  
|                                     |  | (U.S. dollars in thousands) |  |                            | 
|License                              |  | 2,246                       |  | 1,573                      |  | 673                     |  | 43                               | %
|Amortization of purchased technology |  | 417                         |  | 178                        |  | 239                     |  | 134                              | %
|Service                              |  | 7,248                       |  | 5,737                      |  | 1,511                   |  | 26                               | %
|                                     |  |                             |  |                            |  |                         |  |                                  |  
|Total Cost of revenues               |  | 9,911                       |  | 7,488                      |  | 2,423                   |  | 32                               | %
|                                     |  |                             |  |                            |  |                         |  |                                  |  

Total Cost of Revenues. Although total revenues increased by 20% in fiscal 2009 compared to the prior
year, the total cost of revenues increased by 32% as discussed below. This had the effect of decreasing gross margin by 3% compared to the prior year.

License. The increase in the cost of license revenues in absolute dollars and in percentage terms in fiscal 2009 compared to the
prior year was due to increased third party license costs and headcount associated with the newly acquired Movaris business and additional salary costs related to the existing business. The cost of license revenues as a percentage of license
revenues in fiscal 2009 increased to 11% compared to 9% in the prior year.

Amortization of purchased technology. The
increase in amortization of purchased technology in fiscal 2009 related to the Movaris acquisition in the first quarter of fiscal 2009.

Service. Cost of service revenues increased in fiscal 2009 in absolute dollars and in percentage terms as compared to cost of
service revenues in the prior year. These costs represented 49% of service revenues in fiscal 2009 compared to 48% in the prior year. The increase in service costs was primarily due to costs associated with servicing customers of the newly acquired
Movaris business and an increase in salary costs.

Operating Expenses



|                                            |  |                             |  |                            |  |                                   |   |  |                                 |   
|------------------------------------------- |  | --------------------------- |  | -------------------------- |  | --------------------------------- | - |  | ------------------------------- | --
|Operating expenses                          |  | Year
endedJanuary 31, 2009  |  | Year endedJanuary 31, 2008 |  | Increase(decrease) fromprior
year |   |  | Percentagechangefrom prior year |   
|                                            |  | (U.S. dollars in thousands) |  |                            |  |                                  
|Research and development                    |  | 4,620                       |  | 3,636                      |  | 984                               |   |  | 27                              | % 
|Sales and marketing                         |  | 10,656                      |  | 8,605                      |  | 2,051                             |   |  | 24                              | % 
|General and administrative                  |  | 8,654                       |  | 9,021                      |  | (367                              | ) |  | (4                              | )%
|Amortization of purchased intangible assets |  | 933                         |  | 834                        |  | 99                                |   |  | 12                              | % 

Research
and development. The increase in research and development expenses in fiscal 2009 was primarily due to higher average headcount and additional external contractor costs associated with the Movaris business acquired in the first quarter of fiscal
2009.



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##### Table of Contents

Sales and marketing. The increase in sales and marketing expenses in fiscal 2009 was
primarily due to additional costs associated with the Movaris business acquired in the first quarter of fiscal 2009.

General and administrative. The decrease in general and administrative expenses in fiscal 2009 was primarily due to additional
costs associated with the Movaris acquisition which were more than offset by a reduction in corporate salary costs and occupancy costs for the Dallas and Dublin offices.

Amortization of purchased intangible assets. Amortization of purchased intangible assets consisted primarily of the amortization
of acquired customer bases, recorded in connection with the Companys acquisitions in fiscal 2004, fiscal 2007 and fiscal 2009. The increase in amortization of purchased intangible assets in fiscal 2009 relates to the Movaris acquisition in the
first quarter of fiscal 2009, which was partly offset by the reduction in Globeset amortization being fully amortized at the end of fiscal 2008.

Interest income, net. Interest income, net consists of interest income and interest expense. Interest income, net decreased to
US$334,000 in fiscal 2009 compared to US$1.1 million in fiscal 2008. The decrease was due to lower deposit balances and lower U.S. interest rates compared to the prior year.

Provision for income taxes. Provision for income taxes was US$356,000 credit in fiscal 2009 compared to a US$1 million charge for
fiscal 2008. In fiscal 2009, the Company recorded a deferred tax credit of US$515,000 for deductible timing differences incurred during that period which were related to the Movaris acquisition in February 2008 and U.S. net operating losses incurred
during the period. The Company also recorded a tax provision of US$159,000 in fiscal 2009 relating to state taxes payable in the U.S. and income taxes payable in the UK and Ireland tax jurisdictions. During fiscal 2008, the Company recorded a
deferred tax expense of US$258,000 in relation to US net operating losses and deductible timing differences during that period. The fiscal 2008 charge also included US$465,000 in relation to excess tax benefits associated with the exercise of
company stock options by employees in the United States and a tax expense of US$288,000 which was primarily due to taxes payable in our U.S. and UK tax jurisdictions.

Loss from discontinued operations, net of tax.On March 2, 2010, the Company signed a definitive agreement for the sale of
its Healthcare division, Concuity, to The Advisory Board Company. The sale was successfully completed on April 1, 2010. As a result of this transaction, the Healthcare business is reported as discontinued operations in the accompanying
consolidated financial statements. All prior period financial statements, except the consolidated statement of cash flows, have been restated accordingly.

As a result, the loss on discontinued operations for fiscal 2009 for the Healthcare business was US$2.5 million. There was also a
profit on sale of US$920,000 realized, net of legal charges from a settlement of indemnification claims by VeriFone Holdings, Inc. that were part of the escrow amount held back against any claims arising from the sale of the payments business to
VeriFone Holdings, Inc in September 2006.

The loss on discontinued operations for fiscal 2008 was US$3.7 million.

Segment Information

The Company split its operations between Payments and GRC prior to fiscal 2007. On September 1, 2006 the Company sold substantially
all of the Payments business (excluding its German business) to VeriFone Holdings, Inc.

The Company split its operations
between GRC and the Healthcare segment from fiscal 2007 through the third quarter of fiscal 2010. In the fourth quarter, the Company determined that its Healthcare business was a discontinued operation and therefore was no longer an operating
segment. On April 1, 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.



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##### Table of Contents

As of January 31, 2010, the Company had one business and operated in one industry
segment of Financial GRC.

B. Liquidity and Capital Resources

As of January 31, 2010, the Company had net working capital of US$18.5 million, including cash and cash equivalents totaling US$19.9
million.

The Company has an unsecured overdraft facility of 2.4 million (approximately US$3.4 million) from Bank
of Ireland. Advances under this facility bear interest at the Banks prime overdraft rate, 2.03% as at January 31, 2010. The Company had no bank overdraft at January 31, 2010. The facility does not have a stated expiration date, but
all amounts drawn thereunder are repayable on demand.

The summary cash flow information below includes cash from continuing
and discontinued operations:



|                                                             |  |                             |   |  |        |   |  |        |  
|------------------------------------------------------------ |  | --------------------------- | - |  | ------ | - |  | ------ | -
|Summary Cash flow                                            |  | 2008                        |   |  | 2009   |   |  | 2010   |  
|                                                             |  | (U.S. dollars in thousands) |  
|Net cash (used in) provided by operating activities          |  | (1,402                      | ) |  | 3,864  |   |  | 4,677  |  
|Net cash used in investing activities                        |  | (1,883                      | ) |  | (9,142 | ) |  | (2,068 | )
|Net cash provided by (used in) financing activities          |  | 1,171                       |   |  | (122   | ) |  | (26    | )
|Effect of exchange rate changes on cash and cash equivalents |  | 114                         |   |  | (1,003 | ) |  | (17    | )
|Cash and cash equivalents at the end of period               |  | 23,766                      |   |  | 17,363 |   |  | 19,929 |  



| |  |  | Net cash (used in) provided by operating activities
| | - |  | ---------------------------------------------------

Net cash provided by operating activities was US$4.7 million in fiscal 2010 and US$3.9 million in fiscal 2009. Net cash used in operating
activities was US$1.4 million in fiscal 2008. Net cash provided by operating activities in fiscal 2010 resulted from net income from operations, excluding depreciation, amortization of intangible assets, share-based compensation and effect of change
in exchange rates, in the aggregate of US$4.7 million and an increase in working capital of US$60,000. Net cash provided by operating activities in fiscal 2009 resulted from net loss from operations, excluding depreciation, amortization of
intangible assets, profit on sale of payments business, share-based compensation and effect of change in exchange rates, in the aggregate of US$1.8 million and a decrease in working capital of US$2.1 million. Net cash used in operating activities in
fiscal 2008 resulted from net loss from operations, excluding depreciation, amortization of intangible assets, share-based compensation and effect of change in exchange rates, in the aggregate of US$334,000 and an increase in working capital of
US$1.1 million.



| |  |  | Net cash used in investing activities
| | - |  | -------------------------------------

Net cash used in investing activities was US$2.1 million, US$9.1 million and US$1.9 million for fiscal 2010, 2009 and 2008, respectively.
Net cash used in investing activities in fiscal 2010 comprised payments relating to the performance based final earn-out payments relating to the Assurity and Concuity acquisitions of US$1 million and US$1.9 million, respectively, and capital
expenditure of US$268,000 which was partly offset by a decrease in restricted cash deposits of US$1.1 million. Net cash used in investing activities in fiscal 2009 comprised payments relating to the acquisition of the Movaris and Assurity businesses
of US$7.4 million and US$1.4 million, respectively, an increase in restricted cash deposits of US$975,000 and capital expenditure of US$271,000 which was partly offset by proceeds relating to the sale of discontinued operations, net of US$920,000.
Net cash used in investing activities in fiscal 2008 resulted from acquisition payments relating to the acquisition of the Assurity business of US$855,000, US$116,000 relating to Concuity acquisition transaction costs, US$331,000 payments relating
to the sale of the Payments business, US$581,000 relating to capital expenditure and an increase in restricted cash deposits of US$338,000. These payments were partly offset by proceeds of US$338,000 from the sale of property, plant and equipment.



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##### Table of Contents

| |  |  | Net cash provided by (used in) financing activities
| | - |  | ---------------------------------------------------

Net cash used in financing activities was US$26,000 and US$122,000 for fiscal 2010 and fiscal 2009, respectively. Net cash provided by
financing activities was US$1.2 million for fiscal 2008. Net cash used in financing activities in fiscal 2010 consisted of principal payments on capital leases of US$156,000 which was partially offset by the proceeds from the issuance of the
Companys ordinary shares of US$130,000 arising from the exercise of share options. Net cash used in financing activities in fiscal 2009 consisted of principal payments on capital leases of US$146,000 and purchase of treasury shares of
US$100,000 which was partly offset by proceeds from the issuance of the Companys ordinary shares to the value of US$124,000 arising from the exercise of share options. Net cash provided by financing activities in fiscal 2008 consisted of
proceeds from the issuance of Companys ordinary shares to the value of US$799,000 arising from the exercise of share options and the non-cash excess tax benefit from share-based compensation plans of US$465,000 which was partially offset by
principal payments on capital leases of US$93,000.

On April 1, 2010, the Company successfully concluded the sale of its
Healthcare business to The Advisory Board Company and received US$27.9 million in cash on the same date. The sale price of US$34.5 million was subject to a total escrow amount of US$6 million escrow amount and an initial negative working capital
adjustment of US$551,000. The Company is currently reviewing various investment alternatives on how to maximize the use of the additional cash resources now available to grow the business.

In July 2009, the Companys shareholders re-approved an agreement between First Analysis Securities Corporation and the Company,
which gives the board the authority to engage in the repurchase of the Companys outstanding ordinary shares up to an aggregate amount of US$5.0 million as determined by the board. Under the agreement, the Companys ordinary shares could
be acquired by purchasing ADSs on the open market, or in negotiated or block trades. The Company repurchased 69,612 ADSs (equivalent to 139,224 ordinary shares) under this program at a cost of approximately US$100,000 in fiscal 2009. The Company did
not purchase any ADSs in fiscal 2010. As of January 31, 2010, approximately US$2.8 million remained available for future repurchases under this program.

As of January 31, 2010, contractual obligations relating to the lease commitments on the Companys facilities totaled US$4.2
million, payable through fiscal 2015. The Company has estimated it will incur US$3.2 million in net payments over the remaining period of the leases of which US$896,000 will be paid in fiscal 2011 and US$2.3 million thereafter.

As of January 31, 2010, the Company had no material commitments for capital expenditures or strategic investments.

The Companys operations are exposed to foreign exchange risk arising from cash flows and financial instruments that are denominated
in currencies other than the U.S. dollar, our reporting currency, or the respective subsidiary conducting the business. The purpose of our foreign currency management is to manage the effect of exchange rate fluctuations on certain foreign currency
denominated revenues, costs and eventual cash flows and on foreign currency denominated assets and liabilities.

The terms of
currency instruments used for hedging purposes are consistent with the timing of the transactions being hedged. The Company does not use derivative financial instruments for trading or speculative purposes. We use derivative financial instruments,
such as forward foreign exchange rate contracts, to hedge certain forecasted foreign currency denominated transactions expected to occur within the next 12 months. As a policy, we only hedge anticipated foreign currency sales and purchase
transactions for which we have a firm commitment to a customer or supplier. As of January 31, 2010, the Company had one forward foreign exchange rate contract maturing in fiscal 2011 to sell US$214,000 and receive euro in return. These
derivative instruments are recorded at fair value and changes in fair value are recorded in earnings under exchange gain, net in the consolidated statement of operations. The fair value of the contract as of January 31, 2010 was negative
US$5,000.



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Furthermore, the Company manages the currency exposure of certain receivables and payables
using derivative instruments, such as currency options. The gains or losses on these instruments provide an offset to the gains or losses recorded on the foreign currency receivables and payables. These derivative instruments are recorded at fair
value and changes in fair value are recorded in earnings under exchange gain, net in the consolidated statement of operations. At January 31, 2010, the Company had no currency options.

The Companys future liquidity and capital requirements will depend upon numerous factors, including the cost and timing of future
acquisitions, expansion of product development efforts and the success of these development efforts, the cost and timing of expansion of sales and marketing activities, the extent to which the Companys existing and new products gain market
acceptance, market developments, the level and timing of license revenues and available borrowings under line of credit arrangements.

The Company believes that funds available under the Companys credit facility and cash and cash equivalents on hand will be
sufficient to meet the Companys projected working capital requirements for at least the next 12 months.

C. Research and Development,
Patents and Licenses, etc.

For a discussion of the Companys research and development activities, patents and
licenses, please see Item 4 Section B Information on the CompanyBusiness OverviewResearch and Development.

D.
Trend Information

For a discussion of significant recent trends in the Companys financial condition and results of
operations, please see Item 5.A Operating and Financial Review and ProspectsOperating Results and 5.B Operating and Financial Review and ProspectsLiquidity and Capital Resources.

E. Off-Balance Sheet Arrangements

The Company had no off-balance sheet arrangements as at January 31, 2010.

F. Tabular Disclosure of Contractual Obligations

The table below presents the principal categories of our contractual obligations as of January 31, 2010:

Contractual obligations



|                                                    |  |                             |  |                 |  |           |  |          
|--------------------------------------------------- |  | --------------------------- |  | --------------- |  | --------- |  | ---------
|                                                    |  | Total                       |  | Less than1 Year |  | 1-3 Years |  | 3-5 Years
|                                                    |  | (U.S. dollars in thousands)
|Operating lease obligations                         |  | 4,196                       |  | 1,107           |  | 3,067     |  | 22       
|DerivativesForeign forward exchange rate contracts |  | 214                         |  | 214             |  |          |  |         
|                                                    |  |                             |  |                 |  |           |  |          
|Total                                               |  | 4,410                       |  | 1,321           |  | 3,067     |  | 22       
|                                                    |  |                             |  |                 |  |           |  |          

G. Safe harbor

Refer to forward looking statements on page 2 of this Form 20-F.

H. Non-GAAP financial measures

Reconciliation of GAAP to Non-GAAP Financial Measures

The following presentation includes certain non-GAAP measures in accordance with SECs Regulation G. The Company believes that the
presentation of non-GAAP financial measures provides useful information to



43



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##### Table of Contents

management and investors regarding financial and business trends related to its results of operations and that when non-GAAP financial information is viewed with GAAP financial information,
investors are provided with a more meaningful understanding of the Companys ongoing operating financial performance. This non-GAAP financial information is not intended to be considered in isolation, or as a substitute for GAAP financial
measures.

Reconciliation of net (loss) income from continuing operations to adjusted EBITDA net income from continuing
operations:



|                                                                                                                                                        |  |                             |   |  |       |   |  |       |  
|------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | - |  | ----- | - |  | ----- | -
|                                                                                                                                                        |  | Year ended January 31,      |  
|                                                                                                                                                        |  | 2008                        |   |  | 2009  |   |  | 2010  |  
|                                                                                                                                                        |  | (U.S. dollars in thousands) |  
|Net (loss) income from continuing operations                                                                                                            |  | (550                        | ) |  | 346   |   |  | 2,566 |  
|Adjustments:                                                                                                                                            |  |                             |   |  |       |   |  |       |  
|Depreciation                                                                                                                                            |  | 537                         |   |  | 504   |   |  | 409   |  
|Amortization of purchased intangible assets                                                                                                             |  | 1,012                       |   |  | 1,350 |   |  | 1,103 |  
|Share-based compensation                                                                                                                                |  | 1,034                       |   |  | 854   |   |  | 488   |  
|Restructuring charges                                                                                                                                   |  |                            |   |  | 212   |   |  | 244   |  
|Interest income, net                                                                                                                                    |  | (1,054                      | ) |  | (334  | ) |  | (50   | )
|Income taxes                                                                                                                                            |  | 1,011                       |   |  | (356  | ) |  | 138   |  
|                                                                                                                                                        |  |                             |   |  |       |   |  |       |  
|Adjusted Earnings Before Interest, Taxation, Depreciation, Amortization, Restructuring and Share-based compensation (EBITDA) from
continuing operations |  | 1,990                       |   |  | 2,576 |   |  | 4,898 |  
|                                                                                                                                                        |  |                             |   |  |       |   |  |       |  

Reconciliation of basic and diluted earnings per share from continuing operations to adjusted basic
and diluted EBITDA per share from continuing operations:



|                                                                                  |  |                              |   |  |       |   |  |       |  
|--------------------------------------------------------------------------------- |  | ---------------------------- | - |  | ----- | - |  | ----- | -
|                                                                                  |  | Year ended January 31,       |  
|                                                                                  |  | 2008                         |   |  | 2009  |   |  | 2010  |  
|                                                                                  |  | (U.S. dollar per share data) |  
|Basic and diluted net (loss) income per Ordinary Share from continuing operations |  | (0.02                        | ) |  | 0.01  |   |  | 0.08  |  
|Adjustments:                                                                      |  |                              |   |  |       |   |  |       |  
|Depreciation                                                                      |  | 0.02                         |   |  | 0.02  |   |  | 0.01  |  
|Amortization of purchased intangible assets                                       |  | 0.03                         |   |  | 0.04  |   |  | 0.03  |  
|Share-based compensation                                                          |  | 0.03                         |   |  | 0.03  |   |  | 0.02  |  
|Restructuring charges                                                             |  |                             |   |  | 0.00  |   |  | 0.01  |  
|Interest income, net                                                              |  | (0.03                        | ) |  | (0.01 | ) |  | (0.00 | )
|Income taxes                                                                      |  | 0.03                         |   |  | (0.01 | ) |  | 0.00  |  
|                                                                                  |  |                              |   |  |       |   |  |       |  
|Adjusted Basic and diluted EBITDA per Ordinary Share from continuing operations   |  | 0.06                         |   |  | 0.08  |   |  | 0.15  |  
|                                                                                  |  |                              |   |  |       |   |  |       |  

Management believes Adjusted EBITDA net income from continuing operations is an important measure of Company
performance without consideration of the non-operating income and expense adjusted above as it presents a clearer view of operational performance changes between the comparative periods.

Adjusted EBITDA (a non-GAAP measure) represents net income from continuing operations (a GAAP measure) and adding back depreciation,
amortization of purchased intangible assets, share-based compensation, restructuring charge, interest income, net and income taxes as reported above.



44



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Adjusted basic and diluted EBITDA net income per Ordinary Share from continuing operations
(a non-GAAP measure) represents basic and diluted net income (loss) per Ordinary Share from continuing operations and adding back depreciation, amortization of purchased intangible assets, share-based compensation, restructuring charges, interest
income, net and income taxes per share as reported above. Management uses EBITDA as a key performance indicator to monitor the performance of the business and to reward its staff through bonuses.

Reconciliation of operating expenses from continuing operations to adjusted EBITDA operating expenses from continuing operations:



|                                                              |  |                             |   |  |        |   |  |        |  
|------------------------------------------------------------- |  | --------------------------- | - |  | ------ | - |  | ------ | -
|                                                              |  | Year ended January 31,      |  
|                                                              |  | 2008                        |   |  | 2009   |   |  | 2010   |  
|                                                              |  | (U.S. dollars in thousands) |  
|Total operating expenses from continuing operations           |  | 22,096                      |   |  | 25,075 |   |  | 21,201 |  
|Adjustments:                                                  |  |                             |   |  |        |   |  |        |  
|Restructuring charges                                         |  |                            |   |  | (212   | ) |  | (244   | )
|Depreciation                                                  |  | (478                        | ) |  | (430   | ) |  | (372   | )
|Amortization of purchased intangible assets                   |  | (834                        | ) |  | (933   | ) |  | (855   | )
|Share-based compensation                                      |  | (952                        | ) |  | (792   | ) |  | (436   | )
|                                                              |  |                             |   |  |        |   |  |        |  
|Adjusted EBITDA operating expenses from continuing operations |  | 19,832                      |   |  | 22,708 |   |  | 19,294 |  
|                                                              |  |                             |   |  |        |   |  |        |  

Management believes Adjusted EBITDA operating expenses from continuing operations is an important measure of
Company performance without consideration of the non-operating expense adjusted above as it presents a clearer view of operational performance changes between the comparative periods.

Adjusted EBITDA operating expenses (a non-GAAP measure) represents total operating expenses from continuing operations (a GAAP measure)
and deducting depreciation, amortization of purchased intangible assets and share based compensation as reported above.



|Item 6. | Directors, Senior Management and Employees
|------- | ------------------------------------------

A. Directors and Senior Management

The following table presents information regarding the Companys directors and senior executive management as of April 30, 2010:



|                                  |  |     |  |                                               
|--------------------------------- |  | --- |  | ----------------------------------------------
|Name                              |  | Age |  | Position                                      
|Executive Directors               |  |     |  |                                               
|Cyril P. McGuire                  |  | 50  |  | Chairman, Chief Executive Officer and Director
|R. Paul Byrne                     |  | 45  |  | President and Director                        
|Non-executive Directors           |  |     |  |                                               
|Kevin C. Shea                     |  | 59  |  | Director(1)(2)(3)                             
|Robert M. Wadsworth               |  | 50  |  | Director(1)(2)(3)                             
|Trevor D. Sullivan                |  | 74  |  | Director(2)(3)                                
|Dr. Jim Mountjoy                  |  | 64  |  | Director(1)(3)                                
|Other Senior Executive Management |  |     |  |                                               
|John M. Harte                     |  | 65  |  | Executive Vice President                      
|Joseph Seery                      |  | 40  |  | Vice President Finance, Group                 
|David A. Colf                     |  | 56  |  | Vice President and General Counsel            



|(1) | Member of the Compensation Committee
|--- | ------------------------------------

|(2) | Member of the Audit Committee
|--- | -----------------------------

|(3) | Member of the Nominating and Corporate Governance Committee
|--- | -----------------------------------------------------------



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Cyril P. McGuire, one of the Companys co-founders, has served as a director
since 1987, as Chairman of the Board since August 1999 and as the Companys Chief Executive Officer since February 2002. From 1991 to August 1999, Mr. McGuire served as the Companys President, and from 1987 to 1991, Mr. McGuire
served as the Companys Managing Director. Before co-founding Trintech, Mr. McGuire worked with the Industrial Credit Corporation plc, a leading Irish commercial bank, from 1982 to 1987, where his responsibilities included the appraisal of
information technology investment projects. Mr. McGuire received a bachelor of commerce degree and master of business studies degree from University College Dublin. Mr. McGuire is a member of the Board of the UCD Michael Smurfit Graduate
Business School and a member of the Marketing Institute of Ireland. Mr. McGuire currently resides in Dublin, Ireland.

R. Paul Byrne has served as a director since February 1997 and the Companys President since February 2005. From January 1996
to July 2005, Mr. Byrne served as the Companys Chief Financial Officer. Before joining the Company, Mr. Byrne was group financial controller at Lafferty Publications Limited, a publishing company located in Dublin, from September
1989 to December 1995. From 1985 through 1989, Mr. Byrne was an accountant with Price Waterhouse Coopers. Mr. Byrne received a bachelor of commerce and a diploma in professional accounting from University College Dublin and is a fellow of
the Institute of Chartered Accountants in Ireland. Mr. Byrne currently resides in Dublin, Ireland.

Kevin C. Sheahas served as a director since January 2000 and from October 2001 to May 2002, Mr. Shea served as the Companys Chief Strategy Officer. From January 2000 to October 2001, Mr. Shea served as the Companys Chief Operating
Officer. Mr. Shea is currently CEO of Elan Investments, LLC, a private investment company. He also serves as CEO of Elan Group, LLC, a consulting firm to financial services and manufacturing sectors. Prior to joining us, Mr. Shea was chief
financial officer of National Data Corporation from May 1998 to December 1999. Mr. Shea was executive vice president of corporate strategy and business development from June 1996 until May 1998 and was general manager of the Integrated Payment
Systems division of National Data Corporation from 1992 to 1996. Prior to joining National Data Corporation, he held senior executive positions at Citicorp and First Interstate Bank Corporation. Mr. Shea received a bachelor of social science
degree from the State University of New York. Mr. Shea currently resides in the United States.

Trevor D. Sullivan
has served as a director since 1991, serving as Chairman from 1991 to August 1999. Mr. Sullivan is currently a director of several private companies. From 1987 to 1990, Mr. Sullivan was Managing Director of Memorex Ireland, a computer
products company, and, from 1985 until 1987, Mr. Sullivan was vice president, customer operations of Memorex International. From 1981 until 1985, Mr. Sullivan held other senior management positions at Memorex International. Before 1981,
Mr. Sullivan held several senior management positions at IBM UK Ltd., a computer company. Mr. Sullivan currently resides in Dublin, Ireland.

Robert M. Wadsworth has served as a director since September 1998. Mr. Wadsworth joined Hancock Venture Partners, the
predecessor to HarbourVest Partners, LLC in 1986. He is a Managing Director of HarbourVest, a global private equity firm, where he leads the firms activities in Direct Company investing. He manages many of the Firms investment
activities in both the industrial and information technology sectors. He is currently a director of Network Engines, Inc. and VocalTec Communications, LTD., which are both public companies. He is also a director of Akibia, AWS Convergence
(Weatherbug), Camstar Systems, Kinaxis, and several other U.S. and non-U.S. private companies. His prior experience includes management consulting with Booz, Allen & Hamilton, where he specialized in the areas of operations strategy
and manufacturing productivity. He received a BS (magna cum laude) in Systems Engineering and Computer Science from the University of Virginia in 1982 and an MBA (with distinction) from Harvard Business School in 1986. Mr. Wadsworth serves as a
Trustee of the University of Virginia School of Engineering & Applied Science and the Dana Hall School. Mr. Wadsworth currently resides in the United States.

Dr. Jim Mountjoy has served as a director since June 2004. From 1990 until February 1999, he was co-founder and CEO of
Euristix Limited, a software development company that specialized in telecommunications signaling systems solutions and element management systems. From February 1999 to November 1999, he was vice president business development of Fore Systems, a
NASDAQ listed company



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which acquired Euristix Limited in February 1999. From November 1999 to July 2000, he was vice president network management for Marconi Communications, which had acquired Fore Systems in April
1999. Since that time, Dr Mountjoy has served as non-executive director of a number of companies in the technology sector. He is a director of Science Foundation Ireland and an advisory board member of a number of private, Irish-based venture
capital companies. Dr Mountjoy currently resides in Dublin, Ireland.

John M. Harte joined us in August 1999 as the
Companys executive vice president. From 1993 to 1999, Mr. Harte served as President and Chief Executive Officer of NeoVista Software Inc., a provider of data mining services and a developer of solutions for knowledge discovery in
databases. Mr. Harte sat on the board of directors of NeoVista Software Inc. from 1996 to 1999. From 1987 to 1992, Mr. Harte held senior management positions in Alliant Computer Systems Inc., a manufacturer of standards based parallel
supercomputers. From 1989 to 1992, Mr. Harte served as vice president, worldwide sales, marketing and services, and from 1987 to 1989 he served as president European operations. Between 1987 and 1988, Mr. Harte held various sales and
marketing positions in Floating Point Systems Inc., a systems integration and software supplier. Mr. Harte holds a bachelor of science in physics degree from Exeter University, United Kingdom. Mr. Harte currently resides in the United
States.

Joseph Seeryjoined us in May 1999 as the Companys financial accountant and held various senior
financial positions within the Company prior to being promoted to the Companys executive management team as Vice President Finance, Group in February 2007. From 1991 to 1998, Mr. Seery was an accountant with Coopers and Lybrand.
Mr. Seery received a bachelor of business studies from University College Limerick and is a member of the Institute of Chartered Accountants of England and Wales. Mr. Seery currently resides in Dublin, Ireland.

David A. Colfjoined us in February 2005 as the Companys Vice President and General Counsel. From 1997 to 2005,
Mr. Colf was with Hewlett-Packard Company in both the United States and Europe. Between 1992 and 1997, Mr. Colf was General Counsel at EMASS, a data storage company. From 1987 to 1992, Mr. Colf was an attorney with IBM.
Mr. Colf earned his law degree at Washington and Lee University and holds a bachelor degree from the State University of New York. Mr. Colf currently resides in the United States.

Limitations on Liability and Indemnification Matters

In general, Section 200 of the Irish Companies Act, 1963 prohibits us from exempting any of the Companys officers or auditors
from, or indemnifying any of them against, any liability arising from any negligence, default, breach of duty or breach of trust of which he may be guilty in relation to us. Section 200 does, however, provide that we may indemnify any of the
Companys officers or auditors against any liability incurred by him in defending proceedings, whether civil or criminal, if judgment is given in his favor or the officer or auditor is acquitted. Additionally, upon the Companys election,
we can provide an indemnity under Section 200 where an officer or auditor is granted relief by a court under either Section 391 of the Irish Companies Act of 1963 or Section 42 of the Irish Companies (Amendment) Act, 1983. The
Companys articles of association contain a provision for this indemnity. The Company may also purchase and maintain for any of its officers or auditors insurance in respect of any liability arising from negligence, default, breach of duty or
breach of trust of which he may be guilty in relation to us.

The Companys subsidiary, Trintech Inc., has agreed to
indemnify each of its directors and officers and each of the officers and directors serving at the request of Trintech Inc. as the Companys directors and officers against liabilities and expenses incurred by them in connection with claims made
by reason of their being a director or officer.

We have obtained directors and officers insurance for the Companys
directors, officers, affiliates, partners or employees for liabilities relating to the performance of their duties.

At
present, there is no pending material litigation or proceeding involving any of the Companys officers or directors where indemnification will be required or permitted. We are not aware of any threatened material litigation or proceeding which
may result in a claim for indemnification of an officer or director.



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B. Compensation

The aggregate compensation paid by the Company and its subsidiaries to the Companys directors and senior executive management in
fiscal 2010 totaled US$2.1 million, which was paid by the Companys subsidiaries. Amounts paid include salary and pension, and other similar benefits. During fiscal 2010, we granted options to Directors, under the Directors and Consultants 2007
Scheme, to purchase an aggregate of 160,000 ordinary shares (80,000 equivalent ADSs) at a weighted average exercise price of US$0.92 per ordinary share (US$1.85 per ADS) with 160,000 ordinary shares (80,000 equivalent ADSs) vesting at the end of a
one year term. During fiscal 2010, there were no options granted to executive officers. See discussion belowShare Ownership.

The following table sets forth information concerning the options outstanding to the Companys current directors and senior
executive management as of January 31, 2010:



|                    |  |                                                 |  |                           |  |               
|------------------- |  | ----------------------------------------------- |  | ------------------------- |  | --------------
|Name                |  | Number
ofOptions Outstanding(per EquivalentADS) |  | Exercise PriceUS$ per ADS |  | ExpirationDate
|R. Paul Byrne       |  | 716,294                                         |  | 2.45-5.82                 |  | 2010-2015     
|John M. Harte       |  | 397,500                                         |  | 2.45-4.71                 |  | 2010-2015     
|Cyril P. McGuire    |  | 204,167                                         |  | 2.45-4.71                 |  | 2011-2015     
|Robert M. Wadsworth |  | 130,000                                         |  | 1.16-4.76                 |  | 2010-2016     
|Dr. Jim Mountjoy    |  | 145,000                                         |  | 1.16-5.29                 |  | 2011-2016     
|Kevin C. Shea       |  | 135,000                                         |  | 1.16-4.76                 |  | 2011-2016     
|Trevor D. Sullivan  |  | 120,000                                         |  | 1.16-4.76                 |  | 2011-2016     
|David A. Colf       |  | 72,000                                          |  | 2.45-5.81                 |  | 2012-2015     
|Joseph Seery        |  | 60,750                                          |  | 2.45-4.66                 |  | 2011-2015     

We have
entered into indefinite term employment agreements with each of Cyril P. McGuire, R. Paul Byrne, John M. Harte, Joseph Seery and David A. Colf under which each receives an annual base salary, an annual bonus and all standard benefits accorded to the
Companys other executives. In addition, each of these executives will be entitled to participate in and receive options from the Companys employee share option schemes.

We do not currently have any outstanding loans to any of the Companys executive officers or directors. In addition, we do not
currently have any outstanding guarantees for the benefit of any of the Companys executive officers or directors.

C. Board Practices

The Companys memorandum and articles of association authorize no fewer than three or no more than fifteen directors.
The Companys shareholders may, from time to time, increase or reduce the number of directors by ordinary resolution. We currently have six directors.

Generally, directors are elected by the Companys shareholders at an annual general meeting by ordinary resolution; a resolution
adopted by a majority of the votes cast on the resolution by the Companys shareholders entitled to vote on the matter. The Companys shareholders may also, by ordinary resolution, appoint persons at extraordinary meetings to fill
vacancies created by retirement or by the increasing of the size of the board. The Companys shareholders may also determine the retirement rotation for any additional directors. Additionally, the Companys shareholders may by ordinary
resolution at any shareholders meeting remove any director and appoint another person in his place, subject to compliance with the relevant statutory and notice provisions and to the rights of the removed director to compensation or damages
arising from the removal.



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The Companys directors may also, at any time and from time to time, appoint any person
to the board to fill a vacancy or as an additional director. Any director so appointed will serve until the next annual general meeting of the shareholders and will be subject to re-election by the shareholders at that meeting.

The Companys directors are subject to retirement by rotation. At each annual meeting of the shareholders, one third of the
directors, rounded down to the next whole number if it is a fractional number, are required to retire from office. The retiring directors are those who have been in office for the longest period of time. Retirement for persons who became directors
or were reappointed on the same day is determined by lot, unless otherwise agreed. Any director who retires at an annual meeting may be immediately reappointed by the shareholders.

Under the Companys current board composition, at least two of the Companys directors are required to retire at each annual
general meeting of the shareholders. The following table sets forth certain information concerning the Companys Board of Directors:



|                    |  |                       |  |                         |  |                                            
|------------------- |  | --------------------- |  | ----------------------- |  | -------------------------------------------
|Name                |  | Position              |  | Date BoardService Began |  | Termination /Renewal Date of
Current Office
|Robert M. Wadsworth |  | Director              |  | 1998                    |  | Annual General Meeting 2010                
|Kevin C. Shea       |  | Director              |  | 2000                    |  | Annual General Meeting 2012                
|Cyril P. McGuire    |  | Director/Chairman/CEO |  | 1987                    |  | Annual General Meeting 2010                
|Trevor D. Sullivan  |  | Director              |  | 1991                    |  | Annual General Meeting 2011                
|R. Paul Byrne       |  | Director/President    |  | 1997                    |  | Annual General Meeting 2011                
|Dr. Jim Mountjoy    |  | Director              |  | 2004                    |  | Annual General Meeting 2012                

Other than
the employment agreements between the Company and its Chief Executive Officer and the Company and its President, which both provide for immediate cash severance and the accelerated vesting of all unvested share options upon
termination of employment, there are no service contracts in effect between us and any of our directors providing for benefits upon termination of the directors employment.

Board Committees

The Companys board of directors may delegate aspects of its responsibilities to committees of the board. The Companys board of
directors has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each committee has a written charter approved by the Board.

Audit Committee

The responsibilities of the Audit Committee include reviewing the Companys annual and quarterly financial statements and taking
steps to ensure that an independent accounting firm reviews the Companys financial statements prior to the Company filing them with the SEC or other regulatory bodies. The members of the Audit Committee are Kevin C. Shea (Chairman), Robert M.
Wadsworth and Trevor D. Sullivan, each of whom is an independent director as defined under the rules of the NASDAQ Stock Market. The Board of Directors has determined that Kevin C. Shea and Robert M. Wadsworth are Audit Committee
Financial Experts as defined by the applicable rules and regulations of the SEC.

The Audit Committee recommends to the
Companys Board of Directors the selection of an independent accounting firm and approves the fees and other compensation to be paid to the Companys accounting firm. The Audit Committee also:



| |  |  | reviews the performance of the Companys independent accounting firm; and
| | - |  | -------------------------------------------------------------------------



| |  |  | reviews the adequacy of the internal financial and accounting controls.
| | - |  | -----------------------------------------------------------------------

The activities and responsibilities above constitute a general description of the terms of reference of the Audit Committee, which are
not limited to solely those outlined above.



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Compensation Committee

The Compensation Committee establishes and reviews overall policy and structure with respect to compensation matters, including the
determination of compensation arrangements for the Companys directors, executive officers and key employees. The Compensation Committee is also responsible for the administration and award of options to purchase shares pursuant to the
Companys option schemes. The members of the Compensation Committee are Dr. Jim Mountjoy (Chairman), Kevin C. Shea and Robert M. Wadsworth, each of whom is an independent director as defined under the rules of the NASDAQ Stock
Market.

Nominating and Corporate Governance Committee

The responsibilities of the Nominating and Corporate Governance Committee include seeking, screening and recommending to the
Companys Board of Directors the persons to be nominated for election as directors at any meeting of shareholders, leading the process for all Board appointments (executive, non-executive and chairperson), developing and recommending to the
Companys Board of Directors a set of corporate principles applicable to the Company, overseeing the evaluation of the Companys Board of Directors and management and assessing the leadership skills of the Company in terms of the ability
of the Company to compete in the industry. The members of the Nominating and Corporate Governance Committee are Trevor D. Sullivan (Chairman), Robert M. Wadsworth, Kevin C. Shea and Dr. Jim Mountjoy, each of whom is an independent
director as defined under the rules of the NASDAQ Stock Market.

D. Employees

We employed the following numbers of employees as of January 31, 2008, 2009 and 2010:



|                                  |  |                   |  |      |  |     
|--------------------------------- |  | ----------------- |  | ---- |  | ----
|                                  |  | As of January 31,
|Category                          |  | 2008              |  | 2009 |  | 2010
|Research and development          |  | 25                |  | 28   |  | 26  
|Professional and support services |  | 78                |  | 86   |  | 76  
|Sales and marketing               |  | 41                |  | 47   |  | 39  
|Administration                    |  | 25                |  | 25   |  | 24  
|Discontinued operations           |  | 38                |  | 37   |  | 43  
|                                  |  |                   |  |      |  |     
|Total                             |  | 207               |  | 223  |  | 208 
|                                  |  |                   |  |      |  |     

Of the Companys total number of employees, as of
January 31, 2010, 21 were located in Europe and 187 were located in North America. The decrease in employee headcount was primarily due to restructuring which involved elimination of duplicate staff positions following the acquisition of the
Movaris business in order to enable the Company to better align its cost structure during the current economic downturn, which had adversely impacted revenues, elongated selling cycles, and delayed, suspended or reduced the demand for certain
products.

None of the Companys employees are represented under collective bargaining agreements.

E. Share Ownership

For
information concerning the beneficial ownership of the Companys ADSs by the Companys officers and directors, see Item 7 Major Shareholders and Related Party Transactions.

Option Schemes

We currently maintain option schemes for the benefit of employees. These schemes were created for the benefit of employees, directors and
consultants to the Company and for the purpose of attracting and retaining the best available personnel to promote the success of the Companys business. The aggregate number of shares



50



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which may be issued pursuant to the Companys share-based compensation plans is 6,000,000 ordinary shares (3,000,000 equivalent ADSs) to be allocated among the plans by the Board of
Directors. The 6,000,000 ordinary share limit will be reduced by the number of shares authorized for issuance in accordance with the options granted or rights acquired under the other plans. The aggregate share limit of 6,000,000 ordinary shares can
only be altered by an ordinary resolution approved by shareholders representing a majority of the Companys ordinary shares then outstanding.

As of January 31, 2010, there were outstanding options to purchase an aggregate of 5,805,340 ordinary shares (2,902,670 equivalent
ADSs) at exercise prices ranging from US$0.50 to US$2.96 per ordinary share (US$1.00 to US$5.92 per equivalent ADS) and expiration dates ranging from February 2010 to July 2016 under the Companys share-based compensation plans. As of
January 31, 2010, the Companys directors and executive officers held options to purchase an aggregate of 3,961,422 ordinary shares (1,980,711 equivalent ADSs) at exercise prices ranging from US$0.58 to US$2.91 per ordinary share (US$1.16
to US$5.82 per equivalent ADS) and expiration dates ranging from July 2010 to July 2016.

Trintech Group PLC 2007 Share
Option Scheme

The Trintech Group PLC 2007 Share Option Scheme (the 2007 Plan), which provides for the grant of
options to purchase Ordinary Shares of the Company, was approved by our Board of Directors on May 21, 2007 and by our shareholders on July 25, 2007. Under the 2007 Plan, non-temporary employees and executive directors holding salaried
employment or office with the Company or any subsidiary companies are eligible to participate. Generally, all options granted have a seven-year term and commence vesting at a rate of one twelfth of the total per quarter for each of the quarters in
the three years commencing on the anniversary date of the grant. The exercise price of each share option is the fair market value of the share on the date of grant.

The purpose of the 2007 Plan is to establish an employees share option scheme within the meaning of Section 2 of the Companies
(Amendment) Act 1983 as a long term incentive plan to promote the long-term success of the Company and the creation of shareholder value by (a) encouraging key employees to focus on critical long-range objectives; (b) encouraging the
attraction and retention of key employees with exceptional qualifications and (c) linking key employees directly to shareholder interests through increased share ownership. The 2007 Plan seeks to achieve this purpose by providing for awards in
the form of options.

The 2007 Plan is administered by the Companys Compensation Committee, which selects the persons to
whom options will be granted, determines the number of shares to be made subject to each grant and prescribes other terms and conditions, including the type and amount of consideration to be paid upon exercise and the vesting schedules in connection
with each grant and makes all other decisions relating to the operation of the scheme. The board of directors may amend or modify the 2007 Plan at any time.

In fiscal 2010, the Company granted 94,700 ordinary shares (47,350 equivalent ADSs) under the 2007 Plan at exercise prices ranging from
US$0.57 to US$2.22 per ordinary share (US$1.15 to US$3.79 per equivalent ADS). In fiscal 2009, 1,418,000 ordinary shares (709,000 equivalent ADSs) were granted to the directors and key members of management at an exercise price of US$1.22 per
ordinary share (US$2.44 per ADS). These options can only vest in the event of a change in control of the Company and include 804,000 ordinary shares (402,000 equivalent ADSs) relating to the directors and senior management listed in Item 6A.

As of January 31, 2010, 12,252 ordinary shares (6,126 equivalent ADSs) have been issued upon the exercise of share
options granted under the 2007 Plan and 1,959,062 ordinary shares (979,531 equivalent ADSs) are subject to outstanding options. The weighted exercise price for all outstanding options to purchase equivalent ADSs under the 2007 Plan is US$2.58.



51



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Trintech Group PLC Directors and Consultants Share Option Scheme 2007

On May 21, 2007, our Board of Directors approved the Directors and Consultants Share Option Scheme 2007 (the Directors and
Consultants 2007 Plan) and our shareholders approved the same on July 25, 2007. The Directors and Consultants Share 2007 Plan provides for the grant of options to purchase Ordinary Shares of the Company to all directors and consultants of
the Company and its subsidiaries, with limited exceptions for controlling shareholders. Generally, all options granted have a seven-year term and are exercisable one year after the date of the grant. The exercise price of each share option is the
fair market value of the share on the date of grant.

The purpose of the Directors and Consultants 2007 Plan is to establish a
share option plan as a long term incentive plan to promote the long-term success of the Company and the creation of shareholder value by (a) encouraging directors and consultants to focus on critical long-range objectives; (b) encouraging
the attraction and retention of directors and consultants with exceptional qualifications and (c) linking directors and consultants directly to shareholder interests through increased share ownership. The Directors and Consultants 2007 Plan
seeks to achieve this purpose by providing for awards in the form of options.

The Directors and Consultants 2007 Plan is
administered by the Companys Compensation Committee, which selects the persons to whom options will be granted, determines the number of shares to be made subject to each grant and prescribes other terms and conditions, including the type and
amount of consideration to be paid upon exercise and the vesting schedules in connection with each grant and makes all other decisions relating to the operation of the scheme. The board of directors may amend or modify the Directors and Consultants
2007 Plan at any time.

In fiscal 2010, the Company granted 160,000 ordinary shares (80,000 equivalent ADSs) under the
Directors and Consultants 2007 Plan at an exercise price of US$0.92 per ordinary share (US$1.85 per equivalent ADS). In fiscal 2009, 200,000 ordinary shares (100,000 equivalent ADSs) were granted to directors at an exercise price of US$1.22 per
ordinary share (US$2.44 per ADS) and can only vest in the event of a change in control of the Company.

As of January 31,
2010, no ordinary shares (no equivalent ADSs) have been issued upon the exercise of share options granted under this scheme and 670,000 ordinary shares (335,000 equivalent ADSs) are subject to outstanding options. The weighted exercise price for all
outstanding options to purchase equivalent ADSs under this scheme is US$2.44.

Trintech Group PLC 2009 Employee Share
Purchase Plan for US employees

In July 2009, the Company obtained shareholder approval for the establishment of the
Trintech Group PLC 2009 Employee Share Purchase Plan (the 2009 Employee Share Purchase Plan) for Trintechs U.S. employees. The 2009 Employee Share Purchase Plan is intended to qualify under Section 423 of the U.S. Internal
Revenue Code of 1986 and contains six month offering periods. The offering periods generally start on the first trading day on or after March 1 and September 1 of each year and the first offering period commenced on September 1, 2009.

The 2009 Employee Share Purchase Plan permits participants to purchase Ordinary Shares of the Company at 85% of the lower of
the fair market value on the first day of the applicable offering period or on the last day of the six-month purchase period, through payroll deductions of up to 15% of the participants compensation.

This plan replaced the 1999 Employee Share Purchase Plan which expired in August 2009.

As of January 31, 2010, no Ordinary Shares (equivalent ADSs) had been issued under the 2009 Employee Share Purchase Plan.



52



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Trintech Group PLC 1999 Employee Share Purchase Plan for US employees

In August 1999, the Company obtained shareholder approval for the establishment of the Trintech Group PLC 1999 Employee Share Purchase
Plan (the 1999 Employee Share Purchase Plan) for Trintechs U.S. employees. The 1999 Employee Share Purchase Plan was intended to qualify under Section 423 of the U.S. Internal Revenue Code of 1986.

As of January 31, 2010, 936,966 Ordinary Shares (468,483 equivalent ADSs) had been issued under this plan. The weighted exercise
price for all outstanding options to purchase equivalent ADSs under the 1999 employee purchase plan is US$2.63.

This plan
expired in July 2009 and management obtained shareholder approval for a new plan, as described above, at the annual shareholders meeting in July 2009.

Trintech Group PLC Share Option 1997 Scheme

We established the share option 1997 scheme on May 28, 1997. The 1997 scheme was approved by the Companys shareholders on
November 21, 1997. The purpose of the 1997 scheme was to attract and retain the best available personnel to promote the success of the Companys business. We were required to keep available sufficient authorized but un-issued shares to
satisfy the Companys obligations under the plan.

Under the 1997 scheme, all of the Companys key employees and
executive directors as well as those of the Companys subsidiaries were eligible to receive grants of non-statutory options. In addition, US resident employees and executive directors were eligible to receive grants of incentive stock options
intended to qualify under Section 422 of the U.S. Internal Revenue Code of 1986.

The 1997 scheme was administered by the
Companys Compensation Committee, which selected the persons to whom options would be granted, determined the number of shares to be made subject to each grant and prescribed other terms and conditions, including the type and amount of
consideration to be paid upon exercise and the vesting schedules in connection with each grant and made all other decisions relating to the operation of the scheme. The board of directors could amend or modify the 1997 scheme at any time.

As of January 31, 2010, 2,496,406 ordinary shares (1,248,203 equivalent ADSs) have been issued upon the exercise of
share options granted under the 1997 scheme and 2,806,278 ordinary shares (1,403,139 equivalent ADSs) are subject to outstanding options. The weighted exercise price for all outstanding options to purchase equivalent ADSs under the 1997 scheme is
US$3.89.

The 1997 scheme expired in May 2007.

Trintech Group PLC Directors and Consultants 1998 Share Option Scheme

On April 22, 1998, we established the directors and consultants share option scheme. The purpose of the scheme was to attract and
retain the best available directors and consultants and to promote the success of the Companys business.

Under the
directors and consultants scheme, all of the Companys directors and consultants as well as those of the Companys subsidiaries were eligible to receive grants of non-statutory options. In addition, US resident directors and consultants
were eligible to receive a grant of incentive stock options intended to qualify under Section 422 of the U.S. Internal Revenue Code of 1986. The directors and consultants scheme was administered by the Companys Compensation Committee,
which selected the persons to whom options would be granted, determined the number of shares to be made subject to each grant and prescribed other terms and conditions, including the type and amount of consideration to be paid upon exercise and the
vesting schedules in connection with each grant and made all other decisions relating to the operation of the scheme. The Board of Directors could amend or modify the directors and consultants scheme at any time.



53



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As of January 31, 2010, 180,710 ordinary shares (90,355 equivalent ADSs) have been
issued upon the exercise of share options granted under the 1998 scheme and 370,000 ordinary shares (185,000 equivalent ADSs) are subject to outstanding options. The weighted exercise price for all outstanding options to purchase equivalent ADSs
under the 1998 scheme is US$4.12.

The 1998 scheme expired in April 2008.

Trintech Group PLC Employee Savings Related Share Option Scheme for Irish Employees

In August 1999, the Company obtained shareholder approval for the establishment of the Trintech 1999 Employee Savings Related Share Option
Scheme for our Irish employees. The 1999 savings related scheme applies to all of our qualifying Irish employees and is intended to be an approved scheme under Schedule 12A to the Taxes Consolidation Act 1997 of the Republic of Ireland. The eligible
employees may apply for an option to purchase Ordinary Shares of the Company at a discount of 15% to the market value of Ordinary Shares on the last day on which the Ordinary Shares were traded before grant. Participants must enter into approved
savings arrangements, the purpose of which is to fund the cost of the exercise of the option. As of January 31, 2010, no shares had been issued under this scheme.



|Item 7. | Major Shareholders and Related Party Transactions
|------- | -------------------------------------------------

A. Major Shareholders

The following table sets forth certain information known to us with respect to the beneficial ownership of the Companys ADSs as of
April 30, 2010 by (i) each shareholder known to us to be the beneficial owner of more than five percent of any class of the Companys registered voting securities and (ii) all of the Companys directors and senior management
as a group and each individually. To the Companys knowledge, we are not directly or indirectly controlled by any corporation, foreign government or any other natural or legal person.



|                                                  |  |           |  |    |      |  |           |      |    |   |  |           |  |    |  
|------------------------------------------------- |  | --------- |  | -- | ---- |  | --------- | ---- | -- | - |  | --------- |  | -- | -
|                                                  |  | 2008      |  |    | 2009 |  |           | 2010 |   
|Beneficial Owner                                  |  | Number    |  | %  |      |  | Number    |      | %  |   |  | Number    |  | %  |  
|Cyril P.
McGuire(2)(3)                            |  | 3,546,656 |  | 21 | %    |  | 3,559,416 |      | 21 | % |  | 3,562,541 |  | 21 | %
|Instove Holdings
Limited(3)                       |  | 1,602,804 |  | 10 | %    |  | 1,602,804 |      | 10 | % |  | 1,602,804 |  | 10 | %
|Austin W. Marxe & David M.
Greenhouse(4)          |  |          |  |   |      |  | 1,305,411 |      | 8  | % |  | 1,338,563 |  | 8  | %
|Focus
Investments(5)                              |  |          |  |   |      |  | 1,289,216 |      | 8  | % |  | 1,298,391 |  | 8  | %
|R. Paul
Byrne(6)                                  |  | 570,179   |  | 3  | %    |  | 636,510   |      | 4  | % |  | 627,197   |  | 4  | %
|John
Harte(7)                                     |  | 221,156   |  | 1  | %    |  | 246,156   |      | 1  | % |  | 237,875   |  | 1  | %
|Dr. Jim
Mountjoy(8)                               |  | 80,000    |  | *  |      |  | 80,000    |      | *  |   |  | 100,000   |  | 1  | %
|Kevin C.
Shea(9)                                  |  | 70,100    |  | *  |      |  | 70,100    |      | *  |   |  | 90,100    |  | 1  | %
|Robert M.
Wadsworth(10)                           |  | 105,000   |  | 1  | %    |  | 100,000   |      | 1  | % |  | 85,000    |  | 1  | %
|Trevor D.
Sullivan(11)                            |  | 61,335    |  | *  |      |  | 56,335    |      | *  |   |  | 76,335    |  | *  |  
|David A.
Colf(12)                                 |  | 26,563    |  | *  |      |  | 39,688    |      | *  |   |  | 48,125    |  | *  |  
|Joseph
Seery(13)                                  |  | 20,644    |  | *  |      |  | 27,625    |      | *  |   |  | 35,125    |  | *  |  
|Ed Gallo                                          |  | 41,500    |  | *  |      |  |          |      |   |   |  |          |  |   |  
|Officers and directors as a group (9
persons)(14) |  | 4,743,133 |  | 28 | %    |  | 4,815,830 |      | 29 | % |  | 4,862,298 |  | 29 | %



|* | Individually represents less than 1% of the equivalent ADSs outstanding.
|- | ------------------------------------------------------------------------



|(1) | The information in this table is based on the Companys records, information provided to us by the Company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 16,727,192 equivalent ADSs outstanding at April 30, 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, we believe 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. Securities subject to options or warrants that are
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | currently exercisable or exercisable within 60 days after April 30, 2010 are deemed to be issued and to be beneficially owned by the person holding such options or warrants for the purpose
of computing the percentage ownership of such person but are not treated as issued for the purpose of computing the percentage ownership of any other person.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes 3,458,374 equivalent ADSs held of record and 104,167 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30,
2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(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 32,153 equivalent ADSs held of record and 595,044 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Includes 375 equivalent ADSs held of record and 237,500 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Represents 100,000 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------

|(9) | Includes 100 equivalent ADSs held of record and 90,000 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Represents 85,000 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(11) | Includes 1,335 equivalent ADSs held of record and 75,000 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Represents 48,125 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|---- | ------------------------------------------------------------------------------------------------------------------------

|(13) | Includes 5,000 equivalent ADSs held of record and 30,125 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) | Includes 3,497,337 equivalent held of record and 1,364,961 equivalent ADSs subject to options that are exercisable currently or within 60 days of April 30, 2010.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

The Companys major shareholders do not have different voting rights.

Changes in Ownership

The following information is based entirely on the Companys review of Schedules 13D and 13G and Form 6-Ks previously filed with the
SEC.

Cyril P. McGuire was the beneficial owner of 3,537,020, 3,556,291 and 3,562,541 equivalent ADSs as of and
January 31, 2008, January 31, 2009, and January 31, 2010 respectively, (including equivalent ADSs subject to options that are exercisable within 60 days of January 31 of each year). The change in beneficial ownership was due
to an increase in the number of vested options over the periods and the purchase of ADSs. Additionally, the percentage of equivalent ADSs held by Cyril P. McGuire changed over the periods due to the Companys issuance of ADSs in relation to
acquisitions more fully described in this Form 20-F, as well as through the exercise of outstanding options and the repurchase by the Company of its shares through its share repurchase program.



55



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As of April 30, 2010 the number of holders of record of the Companys ordinary
shares was 80 and the number of holders of record of the Companys ADSs was 99. Of the total number of record holders of ordinary shares, there are 9 U.S. record holders. Of the total number of record holders of ADSs, there are approximately 18
U.S. record holders. While U.S. record holders hold approximately 97% of the total number of outstanding equivalent ADSs, the majority of outstanding equivalent ADSs continue to be beneficially owned by non-U.S. residents. The proportion of voting
securities held by non-US residents was at least 62% at April 30, 2010, with at least 21% held by US residents and 17% unallocated.

B. Related Party Transactions

Huttoft Company, an unlimited company which is wholly-owned by certain directors of the Company, owns a special non-voting class of shares
in Trintech Limited, one of the Companys Irish subsidiaries. All of the voting shares in the subsidiary are owned by the Company. The shares do not entitle the holders thereof to receive any share of the assets of the Company on a winding up.
Trintech Limited may, from time to time, declare dividends to Huttoft Company and Huttoft Company may declare dividends to its shareholders out of these amounts. Any such dividends paid by Trintech Limited are treated as compensation expense by the
Company in its financial statements prepared in accordance with U.S. GAAP, notwithstanding their legal form of dividends to minority interests. There were no dividend payments due to Huttoft Company as of January 31, 2008, 2009 or 2010. The
amount of dividends included in compensation expense was US$478,000 for fiscal 2008, US$205,000 for fiscal 2009 and US$453,000 for fiscal 2010. Amounts related to these payments are included in general and administrative expenses in the consolidated
statements of operations, accrued payroll and related expenses in the consolidated balance sheets and in net cash used in operating activities in the consolidated statements of cash flows.

In July 2009, the Companys shareholders re-approved an agreement between First Analysis Securities Corporation and the Company,
which gives the board the authority to engage in the repurchase of the Companys outstanding ordinary shares up to an aggregate amount of US$5.0 million as determined by the board. Under the agreement, the Companys ordinary shares could
be acquired by purchasing ADSs on the open market, or in negotiated or block trades. The Company repurchased 69,612 ADSs (equivalent to 139,224 ordinary shares) under this program at a cost of approximately US$100,000 in fiscal 2009. The Company did
not purchase any ADSs in fiscal 2010. As of January 31, 2010, approximately US$2.8 million remained available for future repurchases under this program.

The Company believes that the terms of all transactions with related parties are comparable to those that would be attainable by us in
the ordinary course of business from unaffiliated third parties under similar circumstances.

C. Interests of Experts and Counsel

Not required.



|Item 8. | Financial Information
|------- | ---------------------

A. Consolidated
Statements and other Financial Information

Please see Item 18 Financial Statements and pages F-1 through
F-32 for the Companys Consolidated Financial Statements. In addition, for more information regarding the percentages and amounts of the Companys revenues from customers located in the United States and outside the United States, please
see Item 5 Operating and Financial Review and Prospects and the Notes to the Consolidated Financial Statements.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
Neither we nor any of our consolidated subsidiaries are a party to any litigation or arbitration proceedings which could have, or during the last two fiscal years has had, a material adverse effect on our business, financial condition or results of
operations.



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Pending and future litigation involving the Companys business, whether as plaintiff or
defendant, regardless of the outcome, may result in substantial costs and expenses to the Companys business and significant diversion of effort by the Companys technical and management personnel. In addition, litigation either instituted
by or against the Companys business, may be necessary to resolve issues that may arise from time to time in the future.

Furthermore, the Companys efforts to protect the Companys intellectual property through litigation may not prevent
duplication of the Companys technology or products. Any such litigation could have a material adverse effect upon the Companys business, financial condition or results of operations.

There has been substantial litigation in the technology industry regarding rights to intellectual property, and the Companys
business is subject to the risk of claims against it for alleged infringement of the intellectual property rights of others. In addition, the existence of any such claim by a third party may not become known to us until well after we have committed
significant resources to the development of a potentially infringing product. From time to time, we have received claims that we have infringed third parties intellectual property rights, and there is no assurance that third parties will not
claim infringement by us in the future. Any such claims, with or without merit, could be time-consuming, result in costly litigation, cause product shipment delays, or require us to enter into royalty or licensing agreements, any of which could have
a material adverse effect on the Companys business, financial condition and results of operations. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us, or at all.

Dividends

Shareholders are entitled to receive dividends as may be recommended by the Board of Directors and approved by the Companys
shareholders or any interim dividends the Board of Directors may decide to pay. No dividends have been paid on the ordinary shares in any of the five fiscal years immediately preceding the date of this Form 20-F. The Company currently intends to
retain future earnings, if any, to fund the development and growth of the Companys business.

Under Irish law, the
Company may only pay dividends out of profits legally available for that purpose. Available profits are defined as the Companys accumulated realized profits, to the extent not previously distributed or capitalized, less the Companys
accumulated realized losses, to the extent not previously written-off in a reduction or reorganization of capital. In addition, the Company may make a distribution only if, and to the extent that, at the time of the distribution, the amount of the
Companys net assets is not less than the aggregate of the Companys paid up share capital and un-distributable reserves.

If in the future dividends are, subject to Irish law, approved by the Companys Board or by the Companys shareholders, the
dividends will be paid to the persons who hold the Companys securities on the date determined by the Companys Board. However, under the Companys articles of association, the Companys directors may resolve that the Company
will not be required to pay dividends to a shareholder who has not claimed these dividends within 12 years of their declaration, if resolved by the Board of Directors. Unclaimed dividends will be used by the Company as decided by the Companys
Board of Directors.

B. Significant Changes

None.



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|Item 9. | The Offer and Listing
|------- | ---------------------

A. Offer and
Listing Details

Market Price Information

The tables below present for the ADSs traded on the NASDAQ National Market and, until May 11, 2005, the Frankfurt Stock Exchange
(FSE), or where appropriate, the Neuer Markt Frankfurt Stock Exchange, the market segment of the FSE on which the Company was listed prior to January 1, 2003, respectively (i) for the five most recent full financial years the annual high
and low market prices, (ii) for the two most recent full financial years and any subsequent period the high and low market prices for each full financial quarter, (iii) for the most recent six months the high and low market prices for each
month. Prices per ADS on the FSE are quoted from the composite of Neuer Markt Frankfurt and Neuer Markt Xetra. The table below sets forth, for the periods indicated (until May 11, 2005), the high and low closing prices for the Companys
ADSs on the FSE, as reported by the FSEs XETRA trading system. Conversion of euro into U.S. dollars has been made at the daily conversion rate for each day during the respective period. This conversion is provided solely for your convenience.



|                                                     |  |                                       |  |                                 |  |        |  |      
|---------------------------------------------------- |  | ------------------------------------- |  | ------------------------------- |  | ------ |  | -----
|                                                     |  | Price per ADSon NASDAQNational Market |  | Price per ADSon Neuer Markt/FSE
|                                                     |  | High $                                |  | Low $                           |  | High  |  | Low 
|Annual Highs and Lows (Fiscal Year Ended January 31) |  |                                       |  |                                 |  |        |  |      
|2006                                                 |  | 6.19                                  |  | 2.95                            |  | 4.60   |  | 3.65 
|2007                                                 |  | 4.60                                  |  | 3.03                            |  |       |  |     
|2008                                                 |  | 4.75                                  |  | 2.03                            |  |       |  |     
|2009                                                 |  | 2.86                                  |  | 1.02                            |  |       |  |     
|2010                                                 |  | 3.98                                  |  | 0.90                            |  |       |  |     
|Quarterly Highs and Lows                             |  |                                       |  |                                 |  |        |  |      
|Fiscal year ended January 31, 2009                   |  |                                       |  |                                 |  |        |  |      
|First Quarter                                        |  | 2.75                                  |  | 2.27                            |  |       |  |     
|Second Quarter                                       |  | 2.86                                  |  | 1.81                            |  |       |  |     
|Third Quarter                                        |  | 2.70                                  |  | 1.15                            |  |       |  |     
|Fourth Quarter                                       |  | 1.62                                  |  | 1.02                            |  |       |  |     
|Fiscal year ended January 31, 2010                   |  |                                       |  |                                 |  |        |  |      
|First Quarter                                        |  | 1.35                                  |  | 0.90                            |  |       |  |     
|Second Quarter                                       |  | 2.2                                   |  | 1.12                            |  |       |  |     
|Third Quarter                                        |  | 2.93                                  |  | 1.89                            |  |       |  |     
|Fourth Quarter                                       |  | 3.98                                  |  | 2.38                            |  |       |  |     
|Fiscal Year ending January 31, 2011                  |  |                                       |  |                                 |  |        |  |      
|First Quarter                                        |  | 5.80                                  |  | 3.15                            |  |       |  |     
|Monthly Highs and Lows (2009 and 2010)               |  |                                       |  |                                 |  |        |  |      
|November                                             |  | 2.85                                  |  | 2.38                            |  |       |  |     
|December                                             |  | 3.50                                  |  | 2.80                            |  |       |  |     
|January                                              |  | 3.98                                  |  | 3.40                            |  |       |  |     
|February                                             |  | 3.58                                  |  | 3.34                            |  |       |  |     
|March                                                |  | 4.67                                  |  | 3.15                            |  |       |  |     
|April                                                |  | 5.80                                  |  | 4.30                            |  |       |  |     

B. Plan of
Distribution

Not required.



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C. Markets on which the Companys Shares Trade

The Companys ADSs are listed and principally traded on the NASDAQ Global Market under the symbol TTPA, where the prices are
expressed in U.S. dollars. The ADSs are represented by American Depositary Receipts, or ADRs, which are issued by the Bank of New York, the Depositary.

D. Selling Shareholders

Not required.

E. Dilution

Not required.

F. Expenses of the Issue

Not required.



|Item 10. | Additional Information
|-------- | ----------------------

A. Share
Capital

Not required.

B. Memorandum and Articles of Association

The Companys Memorandum of Association and Articles of Association, as amended, are filed as Exhibit 1.1 to this Report. The
objectives and purposes stated in our Memorandum of Association and Articles of Association are to engage in any lawful activity.

A more complete description of our Memorandum of Association and Articles of Association, including director powers, shareholder
meetings, change of control and action necessary to change the rights of stockholders, is set forth in our registration statement on Form F-1/A (File No.333-32762), which summary is incorporated by reference herein.

Each ADS represents ownership interests in, or the right to receive, two ordinary shares, which have been deposited with Allied Irish
Bank, as the custodian, in Ireland. A summary of the other rights of the ordinary shares and ADSs are described in our registration statement on Form F-1/A (File No.333-32762), which summary is incorporated by reference herein. The Transfer Agent
and Registrar for the Companys Ordinary Shares is Capita IRG Registrars, Dublin, Ireland. The Transfer Agent and Registrar for the Companys ADSs is The Bank of New York.

C. Material Contracts

The Company has not entered into any material contracts other than in the ordinary course of business and other than those disclosed in
Item 4 Information on the Company or elsewhere within this Form 20-F.

D. Exchange Controls

Republic of Ireland.Irish exchange control regulations ceased to apply from and after December 31, 1992. Except as indicated
below, there are no restrictions on non-residents of the Republic of Ireland dealing in domestic securities which includes shares or depositary receipts of Irish companies such as us and dividends and redemption proceeds are freely transferable to
non-resident holders of the securities.



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The Financial Transfers Act, 1992 of Ireland was enacted in December 1992. This act gives
power to the Minister for Finance of Ireland to make provision for the restriction of financial transfers between the Republic of Ireland and other countries. Financial transfers are broadly defined and include all transfers which would be movements
of capital or payments within the meaning of the treaties governing the European Communities. The acquisition or disposal of ADSs issued by an Irish incorporated company and associated payments may fall within this definition. In addition, dividends
or payments on redemption or purchase of shares and payments on a liquidation of an Irish incorporated company would fall within this definition. Currently, orders under this act enforce financial sanctions concerning restrictive measures against
Iraq including the freezing of funds and economic resources of the previous government of Iraq and of named public bodies and corporations associated with it and freezing the funds and economic resources of the former Iraqi President Saddam Hussein,
his immediate family, his officials and close associates and their families, and prohibit any financial transfer in respect of certain persons indicted by the International Tribunal for the former Yugoslavia, certain financial transfers of funds in
respect of Slobodan Milosevic and persons associated with him, certain transfers of funds in respect of certain bodies and persons relating to the Taliban of Afghanistan, Osama bin Laden and Al Qaeda, financial transfers to senior members of the
Zimbabwean government, financial transfers to certain persons, groups or entities associated with Belarus, the Ivory Coast, Democratic Republic of Congo and Sudan, certain financial transactions to persons formerly related to governmental functions
in Liberia and Burma/Myanmar and certain financial transfers relating to the export of certain goods and equipment to or from or for use in the Democratic Peoples Republic of Korea, Iran and Lebanon or related to certain military and other
activities in Burma/Myanmar, Somalia, Uzbekistan and Zimbabwe unless permission for the transfer has been given by the Central Bank of Ireland. We do not anticipate that Irish exchange controls or orders under the Financial Transfers Act, 1992 will
have a material effect on the Companys business.

Any transfer of, or payment for, an ordinary share or ADS involving
the government of any country which is currently the subject of United Nation sanctions, any person or body controlled by any government or country under United Nations sanctions, or any person acting on behalf of these governments or countries, may
be subject to restrictions required under these sanctions as implemented into Irish law.

Irish Competition Legislation
and Other Anti-Takeover Provisions

Irish Mergers and Competition Legislation. Irish law requires prospective
purchasers of the Companys voting securities to provide advance notice of an acquisition of the Companys shares to the Irish Competition Authority if, after an acquisition, that person would directly or indirectly control the Company,
and specific financial thresholds are exceeded. Control would be acquired if, by reason of securities, contracts or other means, decisive influence was capable of being exercised with regard to the Companys activities. Under Irish law, the
acquisition will be void unless either clearance for an acquisition is obtained from the Irish Competition Authority or the prescribed statutory period following notification of the acquisition has elapsed without the Irish Competition Authority
having made a determination.

In addition, under Irish competition legislation, proposed mergers and acquisitions which might
be anti-competitive in nature may be voluntarily notified to and approved by the Irish Competition Authority. Further, third parties may file a complaint with the Irish Competition Authority or institute court proceedings seeking relief, including
injunctions, damages, and exemplary damages, for a merger or acquisition which would be prohibited under the relevant legislation.

For purposes of the Irish competition legislation described above, the acquisition of ADSs would generally be treated in the same manner
as an acquisition of ordinary shares.

Provisions of the Companys Memorandum and Articles of Association Concerning
Control.Several provisions of the Companys memorandum and articles of association may have an anti-takeover effect and may delay, defer or prevent a tender offer or takeover attempt that a shareholder might consider in its best interests,
including those attempts that might result in a premium over the market price for the ADSs.



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Enforcement of Civil Liabilities under United States Federal Securities Laws

The Company is a public limited company incorporated under the laws of the Republic of Ireland. Several of the Companys
directors, officers and experts named in this Form 20-F are non-residents of the United States, and these persons and a significant portion of the Companys assets are located outside the United States. As a result, it may not be possible for
investors to effect service of process within the United States upon these persons or to enforce against them in U.S. courts judgments predicated upon the civil liability provisions of the laws of the United States, including the federal securities
laws. The Company has been advised by A&L Goodbody, Solicitors, the Companys Irish corporate counsel, that there is doubt regarding the enforceability against these persons in the Republic of Ireland, whether in original actions or in
actions for the enforcement of judgments in U.S. courts, of civil liabilities predicated solely upon the laws of the United States, including the federal securities laws.

E. Taxation

The
following is a general summary of important tax considerations derived from the laws of the Republic of Ireland and the federal law of the United States relating to the purchase, ownership and disposition of ordinary shares or ADSs, as the case may
be, by Irish and U.S. holders. For the purposes of this discussion, an Irish holder means any person who is resident or is ordinarily resident in Ireland or who is carrying on a trade or business in Ireland through a branch or an agency; and a U.S.
holder means an individual citizen or resident of the United States for U.S. federal income tax purposes, a corporation (or entity treated as a corporation or partnership for U.S. federal income tax purposes) created or organized under the laws of
the United States or any of the states comprising the United States, including the District of Columbia, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust, the administration of which is
subject to the primary supervision of a court within the United States and regarding which one or more U.S. persons have the authority to control all substantial decisions. If a partnership holds our ordinary shares or ADSs, the United States
federal income tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. A United States person that is a partner of the partnership holding our ordinary shares should consult its own tax
advisor.

This summary is of a general nature only and does not discuss all aspects of Irish and U.S. taxation that may be
relevant to a particular holder. For example, the following summary does not address the tax treatment of Irish holders or U.S. holders who own, actually or constructively, 10% or more of the Companys outstanding voting shares, nor does this
summary address the tax consequences of certain classes of holders, such as brokers, dealers in securities or currencies, insurance companies, tax-exempt organizations, financial institutions, persons subject to the alternative minimum tax, persons
who are taxable on capital gains in more than one jurisdiction, persons who do not hold ordinary shares or ADSs as capital assets, persons holding our ordinary shares or ADSs as part of a straddle, hedge or conversion transaction or as part of a
synthetic security or other integrated transaction, and traders in securities that elect to use a mark-to-market method of accounting for their security holdings. In addition, the discussion below does not address the tax consequences of the law of
any state, locality or foreign jurisdiction or United States federal tax consequences (e.g., estate or gift tax) other than those pertaining to income tax. There can be no assurance that the United States Internal Revenue Service, or IRS, will take
a similar view as to any of the tax consequences described in this summary. Such holders, who are not addressed in this summary, may be subject to special rules and should consult their own tax advisors.

The statements of Irish and U.S. tax laws described herein are based on the current laws in force and as interpreted by the relevant
taxation authorities and are subject to any changes in Irish or U.S. law, possibly with retroactive effect, or in the interpretation of these laws by the relevant taxation authorities, or in changes to the double taxation conventions between the
Republic of Ireland and the United States occurring after the date hereof.

Each holder of ordinary shares or ADSs should
consult its own advisor regarding the Irish or United States federal income tax consequences of holding ordinary shares or ADSs applicable to such holder in light of its particular situation, as well as any tax consequences that may arise under the
laws of any other foreign, state, local or other taxing jurisdiction.



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Taxation of Dividends

Republic of Ireland Taxation. We currently intend to retain future earnings, if any, to fund the development and growth of the
Companys business. Should we begin paying dividends, unless exempted, all dividends paid by us will be subject to Irish withholding tax at the standard rate of income tax in force at the time the dividend is paid (currently 20%). Exemption
from withholding tax applies in respect of dividends paid to certain categories of holders of ordinary shares, including:



| |  |  | Irish resident companies;
| | - |  | -------------------------



| |  |  | companies which are resident in an EU member state (other than Ireland) or country with which Ireland has a double tax treaty (a tax treaty
country), which includes the United States, and not under the control of persons resident in Ireland;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | non-Irish resident companies ultimately controlled by residents of EU member states or tax treaty countries;
| | - |  | ------------------------------------------------------------------------------------------------------------



| |  |  | non-Irish resident companies, the principal class of shares of which, or a 75% parent of which, or where the company is wholly owned by two or more
companies, of each of those companies, are substantially and regularly traded on a recognized stock exchange in an EU member state or a tax treaty country or on such other stock exchange as approved by the Irish Minister of Finance; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | individual residents of EU member states (other than Ireland) or tax treaty countries, including individuals who are residents of the U.S. or Germany.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------

In each case in respect of an exemption from withholding, the holder claiming the exemption will have to
file with the Company the requisite declarations and certifications to substantiate the entitlement. If dividends are paid through an intermediary, the intermediary will have to fulfill certain requirements to enable the Company to pay dividends on
a gross basis to the exempt holders listed above through the intermediary. The exempt holders will have to provide the intermediary with the appropriate declarations and certificates.

A holder of ADSs will be exempt from withholding tax if the holder is beneficially entitled to the dividend and if its address on the
register of ADSs maintained by the depositary is in the United States. Additionally, the depositary must be authorized by the Irish Revenue Commissioners as a qualifying intermediary for this exemption to apply.

Where exemption from withholding tax is available, there should be no further liability for Irish income/corporation tax on those
dividends for the recipient.

An Irish holder who receives dividends or other distributions net of withholding will be able to
credit the withholding against such holders eventual liability to Irish taxation on those dividends, and if appropriate, to obtain a refund.

A holder in any of the above exempt categories who suffers withholding tax will be able to make a reclaim subsequently from the Irish
Revenue Commissioners.

A holder resident in a treaty country and who is not within any of the above exempt categories may be
able to make a reclaim subsequently from the Irish Revenue Commissioners of all or part of the tax withheld, pursuant to the terms of the applicable tax treaty.

A charge to Irish social security taxes and other levies can arise for individuals. An individual who is neither resident nor ordinarily
resident in Ireland can only incur this liability if that individual also carries on a trade or profession in Ireland. However, under the social welfare agreement between Ireland and the United States, an individual who is liable for U.S. social
security contributions can normally claim an exemption from these taxes and levies.



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United States Taxation. Subject to the discussion of passive foreign investment
companies, or PFICs, below, generally for U.S. federal income tax purposes, the gross amount of any distribution paid, to the extent of the Companys current or accumulated earnings and profits as determined based on U.S. tax principles, will
be included in a U.S. holders gross income and treated as foreign source dividend income. These dividends will not be eligible for the dividends received deduction allowed to U.S. corporations. The amount of any distribution that exceeds the
Companys earnings and profits will be treated first as a nontaxable return of capital, reducing the U.S. holders basis in its shares, and then as capital gain. The amount includable in income will be the U.S. dollar value of the payment
based on the exchange rate on the date of payment regardless of whether the payment is in fact converted into U.S. dollars. Generally, gain or loss, if any, resulting from currency fluctuations during the period from the date any dividend is paid to
the date the payment is converted into U.S. dollars will be treated as ordinary income or loss.

Assuming with respect to any
non-corporate U.S. holder that we are not a PFIC at any time during the period of such holders ownership of our ordinary stock or ADSs, dividends paid by the Company on or before December 31, 2010 will be taxable at the reduced rate
normally applicable to capital gains, provided the Company qualifies for the benefits of the income tax treaty between Ireland and the U.S. and/or our ADSs continue to be traded on the NASDAQ Global Market. A U.S. holder will be eligible for this
reduced rate only if such holder has held the ADSs for at least 61 days during the 121-day period beginning 60 days before the ex-dividend date. If we are a PFIC at any time during the period of a U.S holders ownership of our ordinary stock or
ADSs, the reduced rates for dividends will not apply. Preferential rates for dividends are scheduled to expire on January 1, 2011.

U.S. holders who are able, under Irish domestic tax legislation, to claim a refund or exemption of Irish tax withheld on distributions
made by the Company should not expect to obtain a credit against U.S. federal income tax liability for that withheld tax whether or not such claim is made. For more information, please see Republic of Ireland Taxation.

U.S. holders should consult with, and rely solely upon, their personal tax advisors, as the rules governing taxation of U.S. holders,
including the availability and use of foreign tax credits, are complex.

Taxation of Capital Gains

Republic of Ireland Taxation. A person who is not an Irish holder will not be subject to Irish capital gains tax on the disposal of
ordinary shares or ADSs provided that the ordinary shares or ADSs are quoted on a recognized stock exchange. NASDAQ is a recognized stock exchange. Irish holders will be liable to Irish tax on capital gains arising on the disposal of the ordinary
shares or ADSs (currently 25%). The capital gain will generally be calculated by reference to the difference between the purchase price and the sale price of the ordinary shares or ADSs. Indexation of the base cost of the Ordinary Shares or ADSs
will only be available up to December 31, 2002 and only in respect of Ordinary Shares or ADSs held for more than 12 months prior to their disposal. An annual exemption allows individuals to realize chargeable gains of up to 1,270 in each
tax year without giving rise to CGT. This exemption is specific to the individual and cannot be transferred between spouses. Irish holders that realize a loss on the disposition of Ordinary Shares or ADSs will generally be entitled to offset such
allowable losses against capital gains realized from other sources in determining their CGT liability in any year. Allowable losses which remain unrelieved in a year may generally be carried forward indefinitely for CGT purposes and applied against
capital gains in future years. Transfers between spouses will not give rise to any chargeable gain or loss for CGT purposes with the acquiring spouse acquiring the same pro rate base cost and acquisition date as that of the transferring spouse.

United States Taxation. Subject to the discussion of PFICs below, a U.S. holders sale or exchange of ADSs
generally will result in the recognition of capital gain or loss by the U.S. holder in an amount equal to the difference between the amount realized and the U.S. holders tax basis in the ADSs sold. Gain or loss realized on the sale of ADSs by
non-corporate U.S. holders are currently subject to preferential rates, provided the ADSs were held for more than 12 months as capital assets. In general, any capital gain or loss recognized by a U.S.



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holder upon the sale or exchange of ADSs will be treated as U.S. source income or loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to limitations. A U.S.
holders tax basis in its ADSs will generally equal the purchase price paid for the ADSs.

Passive Foreign
Investment Company Considerations

The Company believes that it was a Passive Foreign Investment Company or PFIC in
fiscal 2010, and that it may have been one in prior years. An actual determination of PFIC status is inherently factual in nature and cannot be made until the close of each applicable tax year. Accordingly, no assurance can be given that we will not
continue to be a PFIC in the future.

For U.S. federal income tax purposes, we will be classified as a PFIC for any taxable
year in which either (i) 75% or more of the Companys gross income is passive income, or (ii) 50% or more of the average value of all of the Companys assets for the taxable year produce or are held for the production of passive
income (the asset test). The legislative history of the PFIC rules indicates that market capitalization is generally to be used for purposes of the asset test and cash is considered to be an asset which produces passive income. Passive
income also includes dividends, interest, royalties, rents, annuities and the excess of gains over losses from the disposition of assets which produce passive income. The asset test is measured on a quarterly basis and averaged over a year. Because
of the Companys low market capitalization relative to its cash balances, we believe that we were a PFIC for fiscal 2010 under the asset test. However, as a result of the increase in the value of the Companys shares, we do not believe
that we would have been a PFIC under the asset test for fiscal 2010 if the Companys market capitalization as of January 31, 2010 were used to determine the aggregate fair market value of the Companys assets. If we are a PFIC for
U.S. federal income tax purposes for any taxable year, any U.S. holder owning stock of the Company during such period should note the following:



| |  |  | U.S. holders of our ADSs would be required to allocate income recognized upon receiving certain dividends or gain recognized upon the disposition of
ADSs ratably over their holding period for such ADSs,
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount allocated to each year during which we are considered a PFIC other than the year of the dividend payment or disposition would be subject to
tax at the highest individual or corporate tax rate, as the case may be, and an interest charge would be imposed with respect to the resulting tax liability allocated to each such year,
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount allocated to the year of the dividend payment or disposition would be taxable as ordinary income, and
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | U.S. holders would be subject to annual reporting requirements, including making an annual return on IRS Form 8621 regarding distributions received and
gain realized with respect to ADSs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The consequences described above may be mitigated if the U.S. holder
makes a timely election to treat us as a qualified electing fund, or QEF. A shareholder making the QEF election is required for each taxable year to include in income a pro rata share of the net capital gain of the QEF which would be taxable as
long-term capital gain, subject to a separate election to defer payment of undistributed earnings of the QEF and taxes, which deferral is subject to an interest charge. We would have to furnish certain information on an annual basis to U.S. holders
in order for such holders to make a QEF election. However, the Company does not intend to furnish such information, so U.S. holders will not be able to make a QEF election with respect to their shares of the Company.

As an alternative to making the QEF election, a U.S. holder of ADSs of a PFIC which are publicly traded could mitigate the consequences
of the PFIC rules by electing to mark the ADSs to market annually and recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC stock and the U.S.
holders adjusted tax basis in the PFIC ADSs. Losses would be allowed only to the extent of net mark-to-market gain previously included by the U.S. holder under the election for prior taxable years.



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All U.S. holders are strongly advised to consult their own tax advisors about the PFIC
rules and about the advisability, procedures and timing of their making any of the available tax elections, including the mark-to-market elections.

U.S. Information Reporting and Backup Withholding

Any dividends paid, or proceeds on a sale of, ADSs to or by holders of ADSs may be subject to U.S. information reporting requirements, and
the 28% U.S. backup withholding tax under current law may apply unless the holder (1) is an exempt recipient, or (2) provides a U.S. taxpayer identification number, certifies that no loss of exemption from backup withholding has occurred
and otherwise complies with any applicable backup withholding requirements. Any amounts withheld under the U.S. backup withholding tax rules will generally be allowed as a refund or credit against the holders U.S. federal income tax, provided
the required information is furnished in a timely manner to the IRS.

Irish Capital Acquisition Tax

A gift or inheritance comprising ordinary shares or ADSs will be within the charge to capital acquisitions tax, regardless of where the
disponer or the donee/successor in relation to the gift/inheritance is domiciled, resident or ordinarily resident. Capital acquisitions tax is charged at a rate of 25% on the taxable value of the gift or inheritance above a tax-free group threshold.
This tax-free group threshold is determined by the aggregate of the current benefit and the value of all other benefits taken since December 5, 1991, which are within the same group. The group threshold is determined by the relationship between
the disponer and the donee/successor. Gifts and inheritances taken by one spouse of a marriage from the other spouse of that marriage are not subject to capital acquisitions tax.

The Estate Tax Convention between Ireland and the United States generally provides that Irish capital acquisitions tax paid on
inheritances in Ireland may be credited, in whole or in part, against tax payable in the United States, in the case where an inheritance of ordinary shares or ADSs is subject to both Irish capital acquisitions tax and US federal estate tax. The
Estate Tax Convention does not provide relief for Irish capital acquisitions tax paid on gifts.

Irish Stamp Duty

A transfer of ordinary shares, including transfers effected through CREST, wherever executed and whether on sale, in
contemplation of a sale or by way of a gift, will attract stamp duty at the rate of 1% of the consideration given or, in the case of a gift or where the purchase price is inadequate or unascertainable, on the market value of the ordinary shares.
Transfers of ordinary shares which are not liable to duty at the rate of 1%, such as transfers under which there is no change in beneficial ownership, are not subject to any duty.

It is assumed for the purpose of this paragraph that ADSs are dealt in on a stock exchange in the United States recognized by the Irish
taxing authorities. Under current Irish law, no stamp duty will be payable on the acquisition of ADSs by persons purchasing ADSs or on any subsequent transfer of an ADS.

The transfer by a holder to the depositary or custodian of ordinary shares for deposit in return for ADSs and a transfer of ordinary
shares from the depositary or custodian in return for the surrender of ADSs will be stampable at the rate of 1% if the transfer of the ordinary shares relates to a sale or contemplated sale or any other change in the beneficial ownership of the
ordinary shares. If, however, the transfer of the ordinary shares is a transfer under which there is no change in the beneficial ownership of the ordinary shares being transferred, the transfer is not subject to any duty.

The person accountable for payment of stamp duty is the transferee or, in the case of a transfer by way of a gift or for a consideration
less than the market value, all parties to the transfer. Stamp duty is normally payable within 30 days after the date of execution of the transfer. Late or inadequate payment of stamp duty will result in a liability to interest, penalties and fines.



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F. Dividends and Paying Agents

Not required.

G. Statements
by Experts

Not required.

H. Documents on Display

The documents concerning the Company referred to in this document and required to be made available to the public are available at the
Companys registered offices at Block C, Central Park, Leopardstown, Dublin 18, Ireland.

I. Subsidiary Information

Not required.



|Item 11. | Quantitative and Qualitative Disclosures About Market Risk
|-------- | ----------------------------------------------------------

The Companys investment policy requires us to invest funds in excess of current operating requirements with high credit-quality
banks in low risk, short term investments such as deposit accounts, money market funds and U.S. government agency fixed income securities. As stated in the Companys investment policy, we are averse to principal loss and seek to ensure the
safety and preservation of invested funds by limiting default and market risks. We mitigate default risk by investing in only investment-grade securities.

As of January 31, 2010, the Companys cash and cash equivalents consisted primarily of highly liquid investments with maturity
of three months or less. We have concluded that this does not result in any material market risk exposure.

Interest
rate risk

Our interest expenses and income are sensitive to changes in interest rates, as all of our cash reserves are
subject to interest rate changes. Excess liquidity is invested in short-term interest-bearing investments. Such short-term interest-bearing investments consist primarily of commercial paper. As of January 31, 2010, there were no outstanding
short-term loans and there were no outstanding borrowings under our revolving lines of credit or our short-term credit facilities. We believe we are subject to short-term interest rate risk on our short-term investments which we do not expect to be
material.

Foreign exchange risk management

Due to the Companys multinational operations, the Companys business is subject to fluctuations based upon changes in the
exchange rates between the currencies in which we collect revenues or pay expenses and the U.S. dollar. In particular, the value of the U.S. dollar to the euro and the pound sterling impacts the Companys operating results.

Our operations are exposed to foreign exchange risk arising from cash flows and financial instruments that are denominated in currencies
other than our reporting currency or the relevant subsidiary conducting the business. The purpose of our foreign currency management is to manage the effect of exchange rate fluctuations on certain foreign currency denominated revenues, costs and
eventual cash flows and on foreign currency denominated assets and liabilities.



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The terms of currency instruments used for hedging purposes are consistent with the timing
of the transactions being hedged. We do not use derivative financial instruments for trading or speculative purposes. We use derivative financial instruments, such as forward foreign exchange rate contracts, to hedge certain forecasted foreign
currency denominated transactions expected to occur within the next 12 months. As a policy, we only hedge anticipated foreign currency sales and purchase transactions for which we have a firm commitment to a customer or supplier. As of
January 31, 2010, the Company had one forward exchange contract maturing in fiscal 2011 to sell US$214,000 and receive euro in return. The fair value of the contract as of January 31, 2010 was negative US$5,000.

Furthermore, the Company manages the currency exposure of certain receivables and payables using derivative instruments, such as currency
options. The gains or losses on these instruments provide an offset to the gains or losses recorded on the foreign currency receivables and payables. These derivative instruments are recorded at fair value and changes in fair value are recorded in
earnings under exchange gain, net in the consolidated statement of operations. At January 31, 2010, the Company had no currency options.

The table below provides information about the derivative financial instruments we have entered into that are sensitive to foreign
currency exchange rates. The table presents fair values, notional amounts (at the contract exchange rates) and the weighted-average contractual foreign currency exchange rates.



|                                                  |  |                                                            |  |                                 |   |  |                                         
|------------------------------------------------- |  | ---------------------------------------------------------- |  | ------------------------------- | - |  | ----------------------------------------
|Foreign Currency Risk                             |  | Contract Notional AmountsExpected Maturity DateFiscal 2011 |  | Fair Value as ofJanuary 31,2010 |   |  | Weighted-averageContractualExchange Rate
|                                                  |  | (U.S. dollars in thousands)                                |  |                                 |  
|Derivatives used to manage anticipated cash flows |  |                                                            |  |                                 |   |  |                                         
|(Receive euro, Sell U.S. dollars)                 |  | 214                                                        |  | (5                              | ) |  | 1.3966                                  

Based on the nature
and current levels of the Companys investments and debt, the Company has concluded that there is no material market risk exposure.

For further discussion of the Companys market risk, please see Item 5.B Operating ResultsLiquidity and Capital
Resources.



|Item 12. | Description of Securities Other Than Equity Securities
|-------- | ------------------------------------------------------

For a description of the fees and charges that ADS holders may have to pay, please refer to our registration statement on Form F-1/A (File
No.333-32762), which summary is incorporated by reference herein.



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##### Table of Contents

PART II



|Item 13. | Defaults, Dividend Arrearages and Delinquencies
|-------- | -----------------------------------------------

None.



|Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds
|-------- | ----------------------------------------------------------------------------

On March 21, 2000, a two-for-one ADS split became effective resulting in one additional ADS being issued to ADS holders for each ADS
held by ADS holders of record. As a result of the share split, each of the Companys ordinary shares was represented by two ADSs. On May 24, 2002, the Company effected a one-for-four reverse split of its issued and outstanding ADSs, so
that now two ordinary shares are equivalent to one ADS. Basic and diluted net (loss) income per equivalent ADS is therefore calculated using 50% of the weighted-average number of ordinary shares outstanding during the period.



|Item 15. | Controls and Procedures
|-------- | -----------------------

(a) Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the
Companys reports under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and
communicated to management, including the Companys Chief Executive Officer and Vice President Finance, Group (our principal executive officer and principal financial officer, respectively), as appropriate, to allow timely decisions regarding
required disclosure. Our Chief Executive Officer, Cyril P. McGuire, and our Vice President Finance, Group, Joseph Seery have concluded that our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and
15(d)-15(e)) were effective as of January 31, 2010, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and include controls and procedures designed to ensure that information required to be disclosed by us in such reports is accumulated and
communicated to our management, including the Chief Executive Officer and Vice President Finance, Group, as appropriate to allow timely decisions regarding required disclosure.

(b) Managements Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934, as amended. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all errors or fraud. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We assessed the effectiveness of the Companys internal control over financial reporting as of January 31, 2010. In making this
assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. Based on our assessment using those criteria, we concluded and hereby report
that our internal control over financial reporting was effective as of January 31, 2010. Management reviewed its assessment of our internal control over financial reporting with the Audit Committee of our Board of Directors.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over
financial reporting. Managements report on internal control over financial reporting was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us
to provide only managements report in this annual report.



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Managements report on internal control over financial reporting contained in this
paragraph (b) of Item 15 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing by us under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such filing.

(c) Changes in Internal Control over Financial Reporting

Subsequent to January 31, 2009, as part of its efforts to remediate the material weakness identified in the Form 20F for the year
ended January 31, 2009, management retained new external independent resources with more tax accounting and other relevant expertise and clearly specified the roles and responsibilities of management and these other resources in the preparation
and review of the Companys current and deferred income taxes balances. These additional controls have now been operational for the twelve months ended January 31, 2010 and have been tested by management to ensure that the controls are
operating effectively. Management considers that our internal controls over taxation are now operating effectively and that the material weakness is now remediated.

Except for the changes mentioned above, there were no changes in our internal control over financial reporting identified in connection
with the evaluation required by paragraph (d) of Rule 13a-15 of the Securities Exchange Act of 1934, as amended, that occurred during the period covered by this annual report that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.



|Item 16A. | Audit Committee Financial Expert
|--------- | --------------------------------

The Board of Directors has determined that Kevin C. Shea and Robert M. Wadsworth are independent Audit Committee Financial Experts as
defined by the applicable rules and regulations of the Securities and Exchange Commission and NASDAQ Global Market.



|Item 16B. | Code of Ethics
|--------- | --------------

We
adopted a Code of Ethics that applies to all our employees, including our Chief Executive Officer, our President and our Vice President Finance, Group. A copy of our Code of Ethics is available free of charge upon request by writing to us, attention
of our Vice President Finance, Group, at the address on the front cover of this Form 20-F.

Any amendment to or waivers of the
Code of Ethics for members of our Board of Directors and our executive officers will be disclosed on our website at www.trintech.com within five business days following the amendment or waiver, and we will also disclose such amendment or waiver on a
Form 6-K or Form 20-F. During fiscal 2010, no amendments to, or waivers of, the Code of Ethics were made or given for any of our executive officers.



|Item 16C. | Principal Accountant Fees and Services
|--------- | --------------------------------------

Fees Billed for Services Rendered by Principal Auditors

Ernst & Young, our independent auditors, billed us the fees set forth below for services rendered during fiscal 2010 and 2009,
respectively. The Audit Committee has considered whether, and concluded that, the non-audit services provided by Ernst & Young are compatible with maintaining its independence.



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An analysis of principal accountant fees and services, for the last two fiscal years, is
included below:



|                             |  |                                    |     |                                    |   |    
|---------------------------- |  | ---------------------------------- | --- | ---------------------------------- | - | ---
|Accountant Fees and Services |  | For the year endedJanuary 31, 2009 |     | For the year endedJanuary 31, 2010
|                             |  | (U.S. dollars in thousands)       
|Audit
fees(1)                |  | $                                  | 409 |                                    | $ | 333
|Audit related
fees(2)        |  |                                    | 55  |                                    |   | 70 
|Tax
fees(3)                  |  |                                    | 14  |                                    |   | 1  
|                             |  |                                    |     |                                    |   |    
|Total fees                   |  | $                                  | 478 |                                    | $ | 404
|                             |  |                                    |     |                                    |   |    



|(1) | Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements and preparation and meetings with the
Audit Committee, including services that generally only the independent accountant can reasonably provide.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Audit related fees consist of advice relating to acquisition activities and control issues and a SEC related filing.
|--- | --------------------------------------------------------------------------------------------------------------------

|(3) | Tax fees relate to tax compliance.
|--- | ----------------------------------

Policies
and Procedures

The Audit Committee has adopted a policy and procedures for the approval of audit and non-audit services
rendered by our independent auditors, Ernst & Young. The policy generally requires the Audit Committees approval of the scope of the engagement of our independent auditor on an individual basis. The policy prohibits retention of the
independent auditors to perform the prohibited non-audit functions defined in Section 201 of the Sarbanes-Oxley Act of 2002 or the rules of the SEC, and also considers whether proposed services are compatible with the independence of the public
auditors. Our Audit Committee approved 100% of the fees listed in the table above.



|Item 16D. | Exemptions from the Listing Standards for Audit Committees
|--------- | ----------------------------------------------------------

Not applicable.



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|Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|--------- | ----------------------------------------------------------------------

The following tables summarize, as ordinary shares and ADSs, purchases of equity securities in fiscal 2010 under our share buy-back plan
as re-approved in July 2009 with a maximum purchase price of US$4 per ADS and up to an aggregate amount of US$2.8 million as determined by the board:

Ordinary Shares



|                 |  |                                        |  |                                            |  |                                                                                       |  |                                                                                               |          
|---------------- |  | -------------------------------------- |  | ------------------------------------------ |  | ------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------- | ---------
|                 |  | (a)                                    |  | (b)                                        |  | (c)                                                                                   |  | (d)                                                                                          
|Period           |  | Total Numberof OrdinarySharesPurchased |  | WeightedAverage Priceper
OrdinarySharePaid |  | Total Number ofOrdinary SharesPurchased as Part ofPublicly AnnouncedPlans
or Programs |  | Approximate DollarValueof 
Ordinary Shares ThatMayYet Be Purchased Underthe Plans or Programs
|2/1/09-2/28/09   |  |                                       |  |                                           |  |                                                                                      |  | $                                                                                             | 2,809,521
|3/1/09-3/31/09   |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|4/1/09-4/30/09   |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|5/1/09-5/31/09   |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|6/1/09-6/30/09   |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|7/1/09-7/31/09   |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|8/1/09-8/31/09   |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|9/1/09-9/30/09   |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|10/1/09-10/31/09 |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|11/1/09-11/30/09 |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|12/1/09-12/31/09 |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               | 2,809,521
|1/1/10-1/31/10   |  |                                       |  |                                           |  |                                                                                      |  | $                                                                                             | 2,809,521
|                 |  |                                        |  |                                            |  |                                                                                       |  |                                                                                               |          
|Total            |  |                                       |  |                                           |  |                                                                                      |  |                                                                                               |          
|                 |  |                                        |  |                                            |  |                                                                                       |  |                                                                                               |          

ADSs



|                 |  |                              |  |                                  |  |                                                                             |  |                                                                                    |          
|---------------- |  | ---------------------------- |  | -------------------------------- |  | --------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------- | ---------
|                 |  | (a)                          |  | (b)                              |  | (c)                                                                         |  | (d)                                                                               
|Period           |  | Total Numberof ADSsPurchased |  | WeightedAverage Priceper ADSPaid |  | Total Number of ADSsPurchased as Part ofPublicly AnnouncedPlans or Programs |  | Approximate DollarValueof ADSs
That MayYet Be Purchased Underthe Plans or Programs
|2/1/09-2/28/09   |  |                             |  |                                 |  |                                                                            |  | $                                                                                  | 2,809,521
|3/1/09-3/31/09   |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|4/1/09-4/30/09   |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|5/1/09-5/31/09   |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|6/1/09-6/30/09   |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|7/1/09-7/31/09   |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|8/1/09-8/31/09   |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|9/1/09-9/30/09   |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|10/1/09-10/31/09 |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|11/1/09-11/30/09 |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|12/1/09-12/31/09 |  |                             |  |                                 |  |                                                                            |  |                                                                                    | 2,809,521
|1/1/10-1/31/10   |  |                             |  |                                 |  |                                                                            |  | $                                                                                  | 2,809,521
|                 |  |                              |  |                                  |  |                                                                             |  |                                                                                    |          
|Total            |  |                             |  |                                 |  |                                                                            |  |                                                                                    |          
|                 |  |                              |  |                                  |  |                                                                             |  |                                                                                    |          

All potential purchases are subject to a shareholder approved agreement between the Company and
First Analysis Securities Corporation to purchase the Companys ordinary shares on the Companys behalf. Any such purchases of ADSs may only be made by us out of the Companys distributable profits or by a subsidiary



71



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company and its distributable profits, or alternatively, out of a new issue of the Companys shares made specifically for the purposes of financing any such purchase. All purchases indicated
in the tables above were for ADSs on the NASDAQ Global Market.



|Item 16F. | Change in Registrants Certifying Accountant
|--------- | --------------------------------------------

Not applicable.



|Item 16G. | Corporate Governance
|--------- | --------------------

As
a foreign private issuer whose shares are listed on the NASDAQ Global Market, we are permitted to follow certain home country corporate governance practices with regard to, among other things, composition of the board of directors, director
nomination process and regularly scheduled meetings at which only independent directors are present, instead of certain requirements of the NASDAQ rules. In addition, we may follow our home country practice, instead of the NASDAQ rules, which
require that we obtain shareholder approval for certain dilutive events, such as for the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control of the Company, certain transactions
other than a public offering involving issuances of a 20% or more interest in the Company and certain acquisitions of the stock or assets of another company. A foreign private issuer that elects to follow a home country practice instead of NASDAQ
requirements must submit to NASDAQ in advance a written statement from an independent counsel in such issuers home country certifying that the issuers practices are not prohibited by the home countrys laws. In addition, a foreign
private issuer must disclose in its annual reports filed with the Securities and Exchange Commission or on its website each such requirement that it does not follow and describe the home country practice followed by the issuer instead of any such
requirement. Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQs corporate governance rules.

See Item 6.C Directors, Senior Management and EmployeesBoard Practices and our registration statement on Form
F-1/A (File No.333-32762), which is incorporated by reference herein, for a more detailed description of the significant ways in which our corporate governance practices differ from those followed by U.S. companies under the listing rules of the
NASDAQ Global Market.



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PART III



|Item 17. | Financial Statements
|-------- | --------------------

Please see Item 18 Financial Statements.



|Item 18. | Financial Statements
|-------- | --------------------

Financial documents filed as part of this Form 20-F.



| | (1) | Financial Statements. The following Trintech Group PLC Consolidated Financial Statements prepared in accordance with U.S. GAAP and attached hereto on pages F-1 to F-32
are herein incorporated by reference.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Shareholders Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements



| | (2) | Financial Statement Schedule. The following financial statement schedule of Trintech Group PLC for the fiscal years ended January 31, 2010, 2009 and 2008 is filed
as part of this Form 20-F and should be read in conjunction with the Companys Consolidated Financial Statements incorporated by reference in Item 18 of this Form 20-F.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SCHEDULE II

TRINTECH GROUP PLC

VALUATION AND QUALIFYING ACCOUNTS



|                                      |  |                               |  |                                                 |     |  |                                   |     |  |                     |   |  |            |      |  |                       
|------------------------------------- |  | ----------------------------- |  | ----------------------------------------------- | --- |  | --------------------------------- | --- |  | ------------------- | - |  | ---------- | ---- |  | ----------------------
|Description                           |  | Balance 
atbeginningof period |  | Additionscharged(credited) 
tocosts andexpenses |     |  | Additionscharged 
tootheraccounts |     |  | Exchangedifferences |   |  | Deductions |      |  | Balance atend
ofperiod
|                                      |  | (U.S. dollars in thousands)  
|Year ended January 31, 2010           |  |                               |  |                                                 |     |  |                                   |     |  |                     |   |  |            |      |  |                       
|Provisions for bad and doubtful debts |  | 261                           |  | (40                                             | )   |  |                                  |     |  | (21                 | ) |  | (103       | )    |  | 97                    
|                                      |  |                               |  |                                                 |     | 
|Year ended January 31, 2009           |  |                               |  |                                                 |     |  |                                   |     |  |                     |   |  |            |      |  |                       
|Provisions for bad and doubtful debts |  | 20                            |  | 276                                             |     |  | 20                                |     |  | (2                  | ) |  | (53        | )    |  | 261                   
|                                      |  |                               |  |                                                 |     | 
|Year ended January 31, 2008           |  |                               |  |                                                 |     |  |                                   |     |  |                     |   |  |            |      |  |                       
|Provisions for bad and doubtful debts |  | 60                            |  | (5                                              | )   |  |                                  |     |  |                    |   |  | (35        | )    |  | 20                    
|                                      |  |                               |  |                                                 |     | 
|Year ended January 31, 2010           |  |                               |  |                                                 |     |  |                                   |     |  |                     |   |  |            |      |  |                       
|Tax Valuation Allowance               |  | 8,854                         |  | 639                                             | (1) |  |                                  |     |  | 302                 |   |  | (707       | )(3) |  | 9,088                 
|                                      |  |                               |  |                                                 |     | 
|Year ended January 31, 2009           |  |                               |  |                                                 |     |  |                                   |     |  |                     |   |  |            |      |  |                       
|Tax Valuation Allowance               |  | 5,786                         |  | 42                                              | (1) |  | 3,707                             | (2) |  | (411                | ) |  | (270       | )    |  | 8,854                 
|                                      |  |                               |  |                                                 |     | 
|Year ended January 31, 2008           |  |                               |  |                                                 |     |  |                                   |     |  |                     |   |  |            |      |  |                       
|Tax Valuation Allowance               |  | 3,967                         |  | 334                                             | (1) |  | 1,033                             | (2) |  | 452                 |   |  |           |      |  | 5,786                 



|(1) | In relation to additions charged to cost and expenses, the change in valuation allowance is principally due to movement of the allowance on tax losses in our US and
Irish subsidiaries for the years ended January 31, 2010, 2009 and 2008.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | In relation to disqualifying dispositions and revisions to net operating losses and other deferred benefits on finalization of tax returns in a number of jurisdictions
and the finalization of the tax losses transferred relating to the sale of the Payments business.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In relation to deductions, the tax valuation deduction is due to the utilization of tax losses in our US and Irish subsidiaries for the year ended January 31,
2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Schedules not listed above have been omitted because the information required to be described in the
schedules is not applicable or is shown in the financial statements.



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|Item 19. | Exhibits
|-------- | --------



|               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|               | 
|1.1            |  | Memorandum and Articles of Association of Trintech Group PLC, as amended, dated July 23, 2009                                                                                                                                                                                                                                                                                                                                                                                                                       
|               | 
|2.1            |  | Specimen of Ordinary Share Certificate (filed as Exhibit 4.1 to Trintechs Registration Statement on Form F-1 (File No. 333-1078) and incorporated herein by
reference)                                                                                                                                                                                                                                                                                                                                             
|               | 
|2.2            |  | Form of Depositary Agreement among Trintech Group Limited, The Bank of New York, as Depositary, and holders from time to time of American Depositary Shares issued thereunder
(including as an exhibit the form of American Depositary Receipt) dated as of September 27, 1999, as amended on March 16, 2000 and as further amended on May 24, 2002 (filed as Exhibit 4.1 to Trintechs Post-Effective Amendment No. 2 to Form S-8
Registration Statement (File No. 333-11598) and incorporated herein by reference)
|               | 
|4.1            |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.2            |  | 1997 Trintech Group Limited Share Option Scheme, as amended, dated July 27, 2006 (filed as Exhibit 4.2 to Trintechs Annual Report on Form 20-F (File No. 0-30320) for the year
ended January 31, 2007 and incorporated herein by reference)                                                                                                                                                                                                                                                                        
|               | 
|4.3            |  | 1998 Trintech Group Limited Directors and Consultants Share Option Scheme, as amended, dated as of July 12, 2002 (filed as Exhibit 4.3 to Trintechs Annual Report on Form 20-F
(File No. 0-30320) for the year ended January 31, 2003 and incorporated by reference)                                                                                                                                                                                                                                               
|               | 
|4.4            |  | 1999 Employee Share Purchase Plan, as amended (filed as Exhibit 4.4 to Trintechs Post-Effective Amendment No. 3 to Form S-8 Registration Statement (File No. 333-11598) and
incorporated herein by reference)                                                                                                                                                                                                                                                                                                      
|               | 
|4.5            |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.6            |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.7            |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.8            |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.9            |  | 1999 U.S. Share Purchase Plan (filed as Exhibit 10.10 to Trintechs Registration Statement on Form F-1 (File No. 333-10738) and incorporated herein by
reference)                                                                                                                                                                                                                                                                                                                                                   
|               | 
|4.10           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.11           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.12           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.13           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.14           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.15           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.16           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.17           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.18           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.19           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|               | 
|4.20           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          



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|               |  |                                                                                                                                                                                                                                                                                                                                 
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description of Document                                                                                                                                                                                                                                                                                                         
|               | 
|4.21           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.22           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.23           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.24           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.25           |  | Form of Indemnification between Trintech Inc. and its directors and officers dated September 1999 (filed as Exhibit 10.5 to Trintechs Registration Statement on Form F-1 (File
No. 333-10738) and incorporated herein by reference)                                                                                            
|               | 
|4.26           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.27           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.28           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.29           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.30           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.31           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.32          |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.33          |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.34           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.35          |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.36          |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.37           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.38           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.39           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.40           |  | Asset Purchase Agreement by and among Trintech Group PLC, Trintech Technologies Limited, and Globeset, Inc. (filed as Exhibit 4.40 to Trintechs Annual Report on Form 20-F
(File No. 0-30320) for the year ended January 31, 2001 and incorporated herein by reference)                                                        
|               | 
|4.41           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      
|               | 
|4.42           |  | Line of Credit Agreement between Trintech Group PLC and The Bank of Ireland dated April 05, 2002 (filed as Exhibit 4.42 to Trintechs Annual Report on Form 20-F (File No.
0-30320) for the year ended January 31, 2002 and incorporated herein by reference)                                                                   
|               | 
|4.43           |  | Stock Purchase Agreement dated November 1, 2003 between Trintech Group PLC, Trintech Inc., CW & Associates, doing business as DataFlow Services and Jeffrey Wiggins (filed as
Exhibit 4.43 to Trintechs Annual Report on Form 20-F (File No. 0-30320) for the year ended January 31, 2004 and incorporated herein by reference)
|               | 
|4.44           |  | Share Subscription Agreement dated November 1, 2003 between Trintech Group PLC, Trintech Inc. and Jeffrey Wiggins (filed as Exhibit 4.44 to Trintechs Annual Report on Form
20-F (File No. 0-30320) for the year ended January 31, 2004 and incorporated herein by reference)                                                  
|               | 
|4.45           |  | [Reserved]                                                                                                                                                                                                                                                                                                                      



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|               |  |                                                                                                                                                                                                                                                                                                                                               
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description of Document                                                                                                                                                                                                                                                                                                                       
|               | 
|4.46           |  | Asset Purchase Agreement by and among Trintech Group PLC, Trintech Technologies Limited, and Assurity Technologies Inc., dated February 1, 2006 (filed as Exhibit 4.46 to
Trintechs Annual Report on Form 20-F (File No. 0-30320) for the year ended January 31, 2007 and incorporated herein by reference)                                  
|               | 
|4.47           |  | Share Purchase Agreement among Trintech Group PLC, Slan Limited, Grindon Limited, VeriFone Singapore Pte Ltd. and VeriFone Holdings, Inc. dated as of August 13, 2006 (filed as
Exhibit 10.1 to Trintechs Report of Foreign Private Issuer on Form 6-K (File No. 0-30320) dated August 15, 2006 and incorporated herein by reference)        
|               | 
|4.48           |  | Asset Purchase Agreement by and among Trintech Group PLC, Trintech Technologies Limited, and Concuity Inc., dated December 5, 2006 (filed as Exhibit 4.48 to Trintechs Annual
Report on Form 20-F (File No. 0-30320) for the year ended January 31, 2007 and incorporated herein by reference)                                               
|               | 
|4.49           |  | Dublin Lease Agreement between Trintech Group plc, Trintech Technologies Limited and Leaseplan Infrastructure Services Limited dated November 15, 2006 (filed as Exhibit 4.49 to
Trintechs Annual Report on Form 20-F (File No. 0-30320) for the year ended January 31, 2007 and incorporated herein by reference)                           
|               | 
|4.50           |  | Sixth Amendment to Dallas Office Building Lease between Utah State Investment Fund and Trintech Technologies Limited, dated February 16, 2006 (filed as Exhibit 4.50 to
Trintechs Annual Report on Form 20-F (File No. 0-30320) for the year ended January 31, 2007 and incorporated herein by reference)                                    
|               | 
|4.51           |  | [Reserved]                                                                                                                                                                                                                                                                                                                                    
|               | 
|4.52           |  | Trintech Group PLC Share Option Plan 2007 as amended (filed as Exhibit 4.1 to Trintechs Form S-8 Registration Statement (File No. 333-161117) and incorporated herein by
reference)                                                                                                                                                          
|               | 
|4.53           |  | Trintech Group PLC Share Option Plan 2007 for Directors and Consultants 2007 as amended (filed as Exhibit 4.2 to Trintechs Form S-8 Registration Statement (File No.
333-161117) and incorporated herein by reference)                                                                                                                       
|               | 
|4.54           |  | Agreement and Plan of Merger among Trintech Group PLC, Trintech Inc., Sparta Acquisition Inc., Movaris Inc. and Shareholder Representative Services, LLC. dated February 10, 2008
(filed as Exhibit 4.54 to Trintechs Annual Report on Form 20-F (File No. 0-30320) for the year ended January 31, 2008 and incorporated herein by reference)
|               | 
|4.55           |  | Chicago Lease Agreement between Endoxy Healthcare Associates Inc. (Concuity) and Arthur J Rogers & Co. dated May 14, 2004. (filed as Exhibit 4.55 to Trintechs Annual
Report on Form 20-F (File No. 0-30320) for the year ended January 31, 2009 and incorporated herein by reference)                                                       
|               | 
|4.56           |  | Addendum to Asset Purchase Agreement between Trintech Technologies Limited and Assurity Technologies Inc dated June 25, 2008. (filed as Exhibit 4.56 to Trintechs Annual Report
on Form 20-F (File No. 0-30320) for the year ended January 31, 2009 and incorporated herein by reference)                                                    
|               | 
|4.57           |  | Share Buyback Agreement between Trintech Limited and First Analysis Securities Corporation, dated August 25, 2008. (filed as Exhibit 4.57 to Trintechs Annual Report on Form
20-F (File No. 0-30320) for the year ended January 31, 2009 and incorporated herein by reference)                                                               
|               | 
|4.58           |  | San Jose Lease Agreement between Trintech Inc and CA-Pruneyard Limited Partnership, dated October 16, 2008. (filed as Exhibit 4.58 to Trintechs Annual Report on Form 20-F
(File No. 0-30320) for the year ended January 31, 2009 and incorporated herein by reference)                                                                      



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|               |  |                                                                                                                                                                                                                                                                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Description of Document                                                                                                                                                                                                                                                                                                               
|               | 
|4.59           |  | Settlement Agreement and General and Special Release of all Claims between Trintech Group PLC, Slan Limited and VeriFone Singapore Pte Ltd., dated October 28, 2008. (filed as
Exhibit 4.59 to Trintechs Annual Report on Form 20-F (File No. 0-30320)for the year ended January 31, 2009 and incorporated herein by reference)      
|               | 
|4.60           |  | Dublin Lease Agreement Supplemental Deed between Trintech Group PLC, Trintech Technologies Limited and Leaseplan Infrastructure Services Limited, dated November 21, 2008. (filed as
Exhibit 4.60 to Trintechs Annual Report on Form 20-F (File No. 0-30320)for the year ended January 31, 2009 and incorporated herein by reference)
|               | 
|4.61           |  | Release Agreement between Trintech Technologies Limited and Concuity Inc., dated March 9, 2009. (filed as Exhibit 4.61 to Trintechs Annual Report on Form 20-F (File No.
0-30320) for the year ended January 31, 2009 and incorporated herein by reference)                                                                          
|               | 
|4.62           |  | Trintech Group PLC 2009 Employee Share Purchase Plan (filed as Exhibit 4.3 to Trintechs Form S-8 Registration Statement (File No. 333-161117) and incorporated herein by
reference)                                                                                                                                                  
|               | 
|4.63           |  | Share Buyback Agreement between Trintech Limited and First Analysis Securities Corporation, dated July 30, 2009                                                                                                                                                                                                                       
|               | 
|4.64           |  | Chicago Lease Agreement between Trintech Inc. and Arthur J. Rogers & Co. dated August 7, 2009                                                                                                                                                                                                                                         
|               | 
|4.65           |  | Share Purchase Agreement among Trintech Group PLC, Slan Limited and The Advisory Board Company dated March 2, 2010                                                                                                                                                                                                                    
|               | 
|8.1            |  | Subsidiaries of Trintech Group PLC (See page 23 and 24 of this Form 20-F)                                                                                                                                                                                                                                                             
|               | 
|11.1           |  | Code of Ethics                                                                                                                                                                                                                                                                                                                        
|               | 
|12.1           |  | Certification of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934                                                                                                                                                                                                          
|               | 
|12.2           |  | Certification of VP Finance, Group required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934                                                                                                                                                                                                                
|               | 
|13.1           |  | Certifications required by Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code                                                                                                                                                                                  
|               | 
|15.1           |  | Consent of Ernst & Young                                                                                                                                                                                                                                                                                                              



| | Documents for which confidential treatment has been previously granted
|- | ----------------------------------------------------------------------



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.



TRINTECH GROUP PLC
(Registrant)By:

/s/    JOSEPH
SEERYJoseph SeeryVice President Finance, Group


Date: May 7, 2010



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INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

OF TRINTECH GROUP PLC



|                                                           |  |     
|---------------------------------------------------------- |  | ----
|                                                           |  | Page
|Report of Independent Registered Public Accounting Firm    |  | F-2 
|Consolidated Balance Sheets                                |  | F-3 
|Consolidated Statements of Operations                      |  | F-4 
|Consolidated Statements of Changes in Shareholders Equity |  | F-5 
|Consolidated Statements of Cash Flows                      |  | F-6 
|Notes to the Consolidated Financial Statements             |  | F-7 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders of Trintech Group PLC

We have audited the accompanying consolidated balance sheets of Trintech Group PLC and its subsidiaries (the Company) as of
January 31, 2009 and 2010, and the related consolidated statements of operations, changes in shareholders equity, and cash flows for each of the three years in the period ended January 31, 2010. Our audits also included the financial
statement schedule listed at Item 18. These consolidated financial statements and financial statement schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements
and financial statement schedule based on our audits.

We conducted our audits in accordance with the Standards of the Public
Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an
audit of the Companys internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the consolidated financial position of Trintech Group PLC and its subsidiaries at January 31, 2009 and 2010, and the consolidated results of their operations and their cash flows for each of the three years in the period ended
January 31, 2010, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information set forth therein.

/s/    Ernst & Young

Dublin, Ireland

May 7, 2010



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##### Table of Contents

TRINTECH GROUP PLC

CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands)



|                                                                                                                                                                                     |  |             |          |   |      |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------- | -------- | - | ---- | - | -------- | -
|                                                                                                                                                                                     |  | January 31, |         
|                                                                                                                                                                                     |  | 2009        |          |   | 2010 |  
|ASSETS                                                                                                                                                                               |  |             |          |   |      |   |          |  
|Current assets                                                                                                                                                                       |  |             |          |   |      |   |          |  
|Cash and cash equivalents (note 2)                                                                                                                                                   |  | $           | 17,363   |   |      | $ | 19,929   |  
|Restricted cash (note 2)                                                                                                                                                             |  |             | 1,143    |   |      |   | 170      |  
|Accounts receivable, net of allowance for doubtful accounts of $261 and $97 at January 31, 2009 and 2010, respectively
(note 4)                                                      |  |             | 5,447    |   |      |   | 4,583    |  
|Prepaid expenses and other current assets                                                                                                                                            |  |             | 993      |   |      |   | 1,059    |  
|Net current deferred tax asset (note 13)                                                                                                                                             |  |             | 252      |   |      |   | 199      |  
|Assets held for sale and in discontinued operations (note 5)                                                                                                                         |  |             | 7,708    |   |      |   | 7,703    |  
|                                                                                                                                                                                     |  |             |          |   |      |   |          |  
|Total current assets                                                                                                                                                                 |  |             | 32,906   |   |      |   | 33,643   |  
|Non-current assets                                                                                                                                                                   |  |             |          |   |      |   |          |  
|Restricted cash (note 2)                                                                                                                                                             |  |             | 170      |   |      |   |         |  
|Property and equipment, net (note 8)                                                                                                                                                 |  |             | 1,177    |   |      |   | 1,005    |  
|Intangible assets, net (note 9)                                                                                                                                                      |  |             | 2,945    |   |      |   | 1,843    |  
|Goodwill (note 17)                                                                                                                                                                   |  |             | 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 (note 13)                                                                                                                                                       |  |             | 161      |   |      |   | 101      |  
|Deferred revenues                                                                                                                                                                    |  |             | 8,414    |   |      |   | 8,481    |  
|Liabilities held for sale and in discontinued operations (note 5)                                                                                                                    |  |             | 4,345    |   |      |   | 3,981    |  
|                                                                                                                                                                                     |  |             |          |   |      |   |          |  
|Total current liabilities                                                                                                                                                            |  |             | 17,607   |   |      |   | 15,178   |  
|                                                                                                                                                                                     |  |             |          |   |      |   |          |  
|Non-current liabilities                                                                                                                                                              |  |             |          |   |      |   |          |  
|Deferred rent less current portion (note 6)                                                                                                                                          |  |             | 537      |   |      |   | 404      |  
|Net non-current deferred tax liability (note 13)                                                                                                                                     |  |             | 252      |   |      |   | 199      |  
|Income taxes payable (note 13)                                                                                                                                                       |  |             | 110      |   |      |   | 127      |  
|                                                                                                                                                                                     |  |             |          |   |      |   |          |  
|Total non-current liabilities                                                                                                                                                        |  |             | 899      |   |      |   | 730      |  
|                                                                                                                                                                                     |  |             |          |   |      |   |          |  
|Series B preference shares, $0.0027 par value 10,000,000 authorized at January 31, 2009 and January 31, 2010,
respectively None issued and outstanding                               |  |             |         |   |      |   |         |  
|                                                                                                                                                                                     |  |            
|Shareholders equity:                                                                                                                                                                |  |             |          |   |      |   |          |  
|Ordinary Shares, $0.0027 par value: 100,000,000 shares authorized; 33,454,384 shares issued, 31,843,333 and 33,095,914 shares
outstanding at January 31, 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 January 31, 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



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##### Table of Contents

TRINTECH GROUP PLC

CONSOLIDATED STATEMENTS OF OPERATIONS

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



|                                                                                                         |  |                        |            |   |      |   |            |      |  |   |            |  
|-------------------------------------------------------------------------------------------------------- |  | ---------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                                         |  | Year ended January 31, |           
|                                                                                                         |  | 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      |  
|Amortization 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        |  
|Amortization 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 (note 13)                                                                     |  |                        | (1,011     | ) |      |   | 356        |      |  |   | (138       | )
|                                                                                                         |  |                        |            |   |      |   |            |      |  |   |            |  
|Net (loss) income from continuing operations                                                             |  |                        | (550       | ) |      |   | 346        |      |  |   | 2,566      |  
|Loss from discontinued operations (note 5)                                                               |  |                        | (3,723     | ) |      |   | (2,498     | )    |  |   | (1,079     | )
|Profit on sale of discontinued operations (note 5)                                                       |  |                        |           |   |      |   | 920        |      |  |   |           |  
|                                                                                                         |  |                        |            |   |      |   |            |      |  |   |            |  
|Net loss from discontinued operations, net of tax (note 5)                                               |  |                        | (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



F-4



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##### Table of Contents

TRINTECH GROUP PLC

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY

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



|                                                      |  |                         |   |  |                |    |                          |   |         |                |  |   |                    |   |  |                                   |          |   |                           |   |        |   |  |   |        |  
|----------------------------------------------------- |  | ----------------------- | - |  | -------------- | -- | ------------------------ | - | ------- | -------------- |  | - | ------------------ | - |  | --------------------------------- | -------- | - | ------------------------- | - | ------ | - |  | - | ------ | -
|                                                      |  | Number
ofOrdinaryShares |   |  | OrdinaryShares |    | AdditionalPaid-inCapital |   |         | TreasuryShares |  |   | AccumulatedDeficit |   |  | AccumulatedOtherComprehensiveLoss |          |   | TotalShareholders
Equity |  
|Balance at January 31, 2007                           |  | 31,159,093              |   |  | $              | 86 |                          | $ | 248,898 |                |  | $ | (1,222             | ) |  | $                                 | (203,862 | ) |                           | $ | (3,022 | ) |  | $ | 40,878 |  
|Issuance of Ordinary Shares on exercise of
options(a) |  | 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 January 31, 2008                           |  | 31,845,117              |   |  | $              | 87 |                          | $ | 251,029 |                |  | $ | (1,011             | ) |  | $                                 | (208,135 | ) |                           | $ | (3,406 | ) |  | $ | 38,564 |  
|Issuance of Ordinary Shares on exercise of
options(a) |  | 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(b)            |  | 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 January 31, 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 January 31, 2010                           |  | 33,095,914              |   |  | $              | 90 |                          | $ | 253,372 |                |  | $ | (529               | ) |  | $                                 | (207,880 | ) |                           | $ | (4,180 | ) |  | $ | 40,873 |  
|                                                      |  |                         |   |  |                |    |                          |   |         |                |  |   |                    |   |  |                                   |          |   |                           |   |        |   |  |   |        |  



|(a) | See note 12 to these financial statements
|--- | -----------------------------------------

|(b) | See note 16 to these financial statements
|--- | -----------------------------------------



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##### Table of Contents

TRINTECH GROUP PLC

CONSOLIDATED STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)



|                                                                                                   |  |                        |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------------------------------------------------------------- |  | ---------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                                                                   |  | Year ended January 31, |       
|                                                                                                   |  | 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 amortization                                                                      |  |                        | 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 (note 7)                                |  | $                      | (412   | ) |      | $ | (30    | )    |  | $ |       |  
|                                                                                                   |  |                        |        |   |      |   |        |      |  |   |        |  
|Leasehold improvements funded by landlord (note 6)                                                 |  | $                      |       |   |      | $ | 249    |      |  | $ |       |  
|                                                                                                   |  |                        |        |   |      |   |        |      |  |   |        |  
|Shares issued in connection with acquisition (note 16)                                             |  | $                      |       |   |      | $ | 1,238  |      |  | $ |       |  
|                                                                                                   |  |                        |        |   |      |   |        |      |  |   |        |  

See accompanying notes



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Organization

Trintech Group PLC is organized 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 recognized 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 organizations 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 organizations 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.

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.

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 recognized and



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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.

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 January 31, 2008 and 2009. Copies of consolidated
financial statements for each of the years ended January 31, 2008 and 2009 have been so annexed to the relevant annual returns, and a copy of the consolidated financial statements for the year ended January 31, 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.

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 recognizes 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 customization of the software, the Company recognizes 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 recognized 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 recognize 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



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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 recognized when the fee is collected. Revenue arrangements with resellers are recognized, 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 recognized 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 recognized 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 recognized as revenue.

Revenue allocated to maintenance and support is recognized ratably over the maintenance term, typically one year. Revenue allocated to
implementation, training and other service elements is recognized 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 recognized 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 recognized 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 recognized 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 recognized ratably 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 recognized 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



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



the fair value of the undelivered item, and (iv) there is a general right of return. Revenues from our SaaS operations are recognized 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 recognized over the expected term of the SaaS agreement.

Cost of Revenues

Cost of license revenues includes shipping, software documentation, labor, third-party license fees, the cost of
providing after-sale support and maintenance services to customers, amortization 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 labor, 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 is recorded as an asset and then amortized over the future revenue streams of the Healthcare customer contracts. Amortization 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 amortized 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. Amortization of deferred implementation costs is included in net loss from discontinued
operations in the consolidated statements of operations.

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 minimize 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 recognized 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 recognized in earnings. All of the Companys derivative financial instruments are recorded at their
fair value in other accrued liabilities.

Research and Development

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



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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 capitalized 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. Amortization expense for the years ended
January 31, 2008, 2009 and 2010 was US$1 million, US$1.4 million and US$1.1 million, respectively for continuing operations.

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 capitalization 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 January 31, 2008, 2009 and 2010 and no goodwill impairments were recognized 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 recognized 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 recognized for fiscal years 2008, 2009 and 2010.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Property and Equipment

Property and equipment is stated at cost. Depreciation and amortization 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 amortized 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.

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.

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
January 31, 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 January 31, 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 realizability 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,



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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 recognized receivable to the amount we reasonably believe will be collected.

Share-based Compensation

The Company recognizes share-based compensation in accordance with FASB ASC 718, Stock Compensation. The Company anticipates
it will recognize 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 January 31, 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 recognized 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 realized. The ultimate realization 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 favorable or unfavorable 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.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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 June 15, 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.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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.

2. Fair Value Measurements

Effective February 1, 2008, the Company adopted FASB ASC 820 which 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 January 31, 2010, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. In general, fair values determined
by level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by level 2 inputs utilize 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 inActive Marketsfor
IdenticalAssets(Level 1) |   | SignificantUnobservableInputs(Level 2) |  |   | SignificantUnobservableInputs(Level 3)
|Cash and cash equivalents            |  | $     | 19,929 |   |                                                            | $ | 19,929                                 |  | $ |                                       |   |  | $ | 
|Restricted cash                      |  |       | 170    |   |                                                            |   | 170                                    |  |   |                                       |   |  |   | 
|Foreign forward exchange derivatives |  |       | (5     | ) |                                                            |   |                                       |  |   | (5                                     | ) |  |   | 
|                                     |  |       |        |   |                                                            |   |                                        |  |   |                                        |   |  |   |  
|                                     |  | $     | 20,094 |   |                                                            | $ | 20,099                                 |  | $ | (5                                     | ) |  | $ | 
|                                     |  |       |        |   |                                                            |   |                                        |  |   |                                        |   |  |   |  

The Company invests its excess cash in low-risk,
short-term, deposit accounts with high credit-quality banks in the United States, Luxembourg, United Kingdom and Ireland. It also invests in highly liquid investments in time deposits of money market funds, with original maturities of 90 days or
less. At January 31, 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.

At January 31, 2010, the Company had US$170,000 in restricted cash deposits
with Silicon Valley Bank against an annual renewable letter of credit facility for a capital lease. The capital lease expires on May 22, 2010 but was repaid early in March 2010. The deposit and the letter of credit expired on May 20, 2009
and the



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Company has renewed the letter of credit for the amount outstanding on the capital lease. Should the Company default on its lease obligations, the amount due under the capital lease will be
payable to the lessor. The amount in restricted cash deposits was released by Silicon Valley Bank in April 2010.

During the
fourth quarters of fiscal 2008, fiscal 2009 and 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 January 31, 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 January 31, 2010.

The Company uses forward foreign exchange rate 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 forward foreign exchange rate 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 January 31, 2009 and January 31, 2010 did not qualify as accounting hedges
as of those dates. The fair value losses and gains on derivatives held as of January 31, 2009 and January 31, 2010 were recognized in the Consolidated Statements of Operations.

As of January 31, 2010, the Company had one forward exchange contract maturing in fiscal 2011 to sell US$214,000 and receive euro in
return. The fair value of the contract as of January 31, 2010 was negative US$5,000.



|                                                |  |                             |     |   |           |   |     |                |  |   |           |   |  |   |    |  
|----------------------------------------------- |  | --------------------------- | --- | - | --------- | - | --- | -------------- |  | - | --------- | - |  | - | -- | -
|                                                |  | As of January 31,           |    
|                                                |  | 2009                        |     |   | 2010      |  
|                                                |  | CarryingAmount              |     |   | FairValue |   |     | CarryingAmount |  |   | FairValue |  
|                                                |  | (U.S. dollars in thousands) |    
|Derivatives                                     |  |                             |     |   |           |   |     |                |  |   |           |   |  |   |    |  
|Forward foreign exchange rate forward contracts |  | $                           | (51 | ) |           | $ | (51 | )              |  | $ | (5        | ) |  | $ | (5 | )



| |  |  | 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 contract was calculated as the present value of the settlement amount less the current valuation based on the January 31,
2010 spot rate.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

The carrying amounts for derivatives in the table above are included in consolidated
balance sheets under Other Accrued Liabilities caption.

The Company recorded exchange gains of US$444,000,
US$331,000 and US$229,000 for the years ended January 31, 2008, 2009 and 2010, respectively, in the consolidated statements of operations. Included in the exchange gain, net was a gain of US$134,000 for the year ended January 31, 2008, a
loss of US$30,000 for the year ended January 31, 2009 and a loss of US$16,000 for the year ended January 31, 2010 relating to derivative instruments.

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



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



3. Revolving Credit Facility: Bank Overdraft Facility and Overdrafts

The Company has an unsecured overdraft facility of 2.4 million (approximately US$3.4 million) from Bank of Ireland. Advances
under this facility bear interest at the Banks prime overdraft rate, 2.03% as at January 31, 2010. The Company had no bank overdraft at January 31, 2010. The facility does not have a stated expiration date, but all amounts drawn
there under are repayable on demand.

4. Accounts Receivable

The accounts receivable balance includes billed and unbilled receivables as follows:



|                        |  |                             |       |      |   |      
|----------------------- |  | --------------------------- | ----- | ---- | - | -----
|                        |  | As of January 31,          
|                        |  | 2009                        |       | 2010
|                        |  | (U.S. dollars in thousands)
|Billed receivables, net |  | $                           | 5,339 |      | $ | 4,382
|Unbilled receivables    |  |                             | 108   |      |   | 201  
|                        |  |                             |       |      |   |      
|Total                   |  | $                           | 5,447 |      | $ | 4,583
|                        |  |                             |       |      |   |      

The Company makes judgments as to its ability to
collect outstanding receivables and provides allowances for the portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices. If the historical data the Company
uses to calculate the allowance provided for doubtful accounts does not reflect the future ability to collect outstanding receivables, additional provisions for doubtful accounts may be needed and the future results of operations could be materially
affected.

Accounts receivable and deferred revenue balances are shown net of advanced billings. Advanced billings consist of
post-contract customer support amounts which have been invoiced as of the end of the period but the term of the support has not commenced or payment has not been received. Accounts receivable and deferred revenue balances are shown net of advanced
billings of US$1.1 million at both January 31, 2009 and 2010.

5. Discontinued Operations

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 April 1, 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 GRC market. As a
result of this transaction, the Healthcare business is reported as discontinued operations in the accompanying consolidated financial statements. All prior period statements, except the consolidated statements of cash flows, have been restated
accordingly. The Company reported a net loss for discontinued operations of US$3.7 million, US$2.5 million and US$1.1 million, net of taxes for fiscal years 2008, 2009 and 2010, respectively.

In August 2006, the Company entered into a definitive agreement to sell its Payments business (excluding the German element of this
business) to VeriFone Holdings, Inc. (VeriFone). The sale was completed on September 1, 2006. As a result of this transaction, the Payments business is reported as discontinued operations in the accompanying consolidated financial
statements. All prior period statements, except the consolidated statements of cash flows, have been restated accordingly. In the quarter ended October 31, 2008, the Company reached agreement with VeriFone Holdings Inc. on indemnification
claims by VeriFone that were part of the escrow amount of US$2 million which was being held for a period of 18 months following the closing to cover claims that might arise under representations and warranties and certain other obligations provided
in the share purchase agreement and received a final settlement of US$920,000, net of legal charges and therefore nothing further is held in escrow. The Company recorded a gain on sale from discontinued operations of US$920,000 for fiscal 2009.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



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



|                                                   |  |                                                    |        |   |      |   |        |      |  |   |        |  
|-------------------------------------------------- |  | -------------------------------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                                   |  | Year ended January 31,                             |       
|                                                   |  | 2008                                               |        |   | 2009 |   |        | 2010 | 
|                                                   |  | (U.S. dollars in thousands, except per share data) |       
|Healthcare                                         |  |                                                    |        |   |      |   |        |      |  |   |        |  
|Loss before and after provision for income taxes   |  | $                                                  | (3,723 | ) |      | $ | (2,498 | )    |  | $ | (1,079 | )
|                                                   |  |                                                    |       
|Payments                                           |  |                                                    |        |   |      |   |        |      |  |   |        |  
|Income before and after provision for income taxes |  |                                                    |       |   |      |   | 920    |      |  |   |       |  
|                                                   |  |                                                    |        |   |      |   |        |      |  |   |        |  
|Net loss                                           |  | $                                                  | (3,723 | ) |      | $ | (1,578 | )    |  | $ | (1,079 | )
|                                                   |  |                                                    |        |   |      |   |        |      |  |   |        |  

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



|                                                                                                        |  |                             |       |      |   |      
|------------------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                                                                                                        |  | Year ended January 31,     
|                                                                                                        |  | 2009                        |       | 2010
|                                                                                                        |  | (U.S. dollars in thousands)
|Assets                                                                                                  |  |                             |       |      |   |      
|Accounts receivable, net of allowance of $6,000 and US$65,000 at January 31, 2009 and 2010 respectively |  | $                           | 574   |      | $ | 646  
|Prepaid expenses and other assets                                                                       |  |                             | 146   |      |   | 125  
|Property and equipment, net                                                                             |  |                             | 254   |      |   | 219  
|Goodwill and Intangible assets                                                                          |  |                             | 6,177 |      |   | 4,986
|Deferred costs                                                                                          |  |                             | 557   |      |   | 1,727
|                                                                                                        |  |                             |       |      |   |      
|Total current assets                                                                                    |  | $                           | 7,708 |      | $ | 7,703
|                                                                                                        |  |                             |       |      |   |      
|Liabilities                                                                                             |  |                             |       |      |   |      
|Accounts payable                                                                                        |  | $                           | 9     |      | $ | 9    
|Accrued payroll and related expenses                                                                    |  |                             | 323   |      |   | 330  
|Other accrued liabilities                                                                               |  |                             | 249   |      |   | 226  
|Deferred consideration                                                                                  |  |                             | 2,000 |      |   |     
|Deferred revenues                                                                                       |  |                             | 1,708 |      |   | 3,416
|Liabilities of discontinued operations-Payments division                                                |  |                             | 56    |      |   |     
|                                                                                                        |  |                             |       |      |   |      
|Total current liabilities                                                                               |  | $                           | 4,345 |      | $ | 3,981
|                                                                                                        |  |                             |       |      |   |      

6. Operating Lease Commitments

The Companys significant operating leases are for the premises in the following metropolitan areas: Dallas, Texas; San Jose,
California; Dublin, Ireland; London, United Kingdom; and Rotterdam, The Netherlands.

Our operating leases for facilities in
Dallas and San Jose include annual contractual escalations in lease payments which have been spread evenly over the life of the leases.

The Company entered into a new facility lease for the Dallas premises in August 2006. The facility lease is for 7.5 years and expires in
January 2014. The lease agreement included a lease incentive for tenant improvements of US$638,000 which was recorded in property and equipment, net as leasehold improvements and as a deferred rent liability. The deferred rent liability is being
amortized over the lease term as a reduction of rent expense in accordance with FASB ASC 840, Leases. At January 31, 2010, US$85,000 was recorded as a current liability and US$255,000 was recorded as a non-current liability. The Company has
sub-leased part of the Dallas facility to a third party under a lease arrangement that also expires in January 2014.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Company entered into a new lease agreement for its San Jose facility in January
2009. The new facility is under a 62 month lease and expires in February 2014. The lease agreement included a lease incentive for tenant improvements of US$249,000 which was recorded in property and equipment, net as leasehold improvements and as a
deferred rent liability. The deferred rent liability will be amortized over the lease term as a reduction of rent expense in accordance with FASB ASC 840, Leases. At January 31, 2010, US$48,000 was recorded as a current liability and US$149,000
was recorded as a non-current liability.

Following the sale of the Payments business in September 2006, the Company relocated
to smaller offices at Block C, Central Park, Leopardstown, Dublin 18, Ireland. This lease is for 5 years and expires in October 2011 and includes an option to exit the lease at any time with six months notice. The lease was amended in November 2008
to reduce the square footage of the space occupied by the Company.

The Company entered into a lease for its London facility
in May 2007. The lease expires in December 2010. The company entered into a new lease for additional space adjoining the current space leased in London in April 2008. The additional lease, which originally expired in June 2010, has been extended
through December 2010.

The Company entered into a lease for its Rotterdam facility in 2005. The lease expires in December
2010.

In March 2010, the Company entered into a definitive agreement to sell its Healthcare business to The Advisory Board
Company. The sale was successfully completed on April 1, 2010. As a result of this transaction, the Company assigned its Chicago property lease to The Advisory Board Company.

Rent expense for continuing operations was US$895,000, US$1.1 million and US$749,000 in fiscal years 2008, 2009 and fiscal 2010,
respectively.

Operating lease payments in the table below represent minimum payments under all operating leases as of
January 31, 2010:



|                                                    |  |                              |       |                      |   |    
|--------------------------------------------------- |  | ---------------------------- | ----- | -------------------- | - | ---
|                                                    |  | Future 
MinimumLeasePayments |       | FutureSubleaseIncome
|                                                    |  | (U.S. dollars in thousands) 
|Operating lease payments from continuing operations |  |                              |      
|Year ending January 31,                             |  |                              |      
|2011                                                |  | $                            | 1,107 |                      | $ | 211
|2012                                                |  |                              | 984   |                      |   | 237
|2013                                                |  |                              | 1,028 |                      |   | 249
|2014                                                |  |                              | 1,055 |                      |   | 261
|2015                                                |  |                              | 22    |                      |   |   
|                                                    |  |                              |       |                      |   |    
|Total minimum lease payments outstanding            |  | $                            | 4,196 |                      | $ | 958
|                                                    |  |                              |       |                      |   |    

7. Capital Leases

The following is an analysis of the leased property for continuing operations:



|                               |  |                             |     |   |      |   |     |  
|------------------------------ |  | --------------------------- | --- | - | ---- | - | --- | -
|                               |  | As of January 31,           |    
|                               |  | 2009                        |     |   | 2010 |  
|                               |  | (U.S. dollars in thousands) |    
|Computer equipment             |  | $                           | 55  |   |      | $ | 55  |  
|Less: Accumulated depreciation |  |                             | (27 | ) |      |   | (46 | )
|                               |  |                             |     |   |      |   |     |  
|Total                          |  | $                           | 28  |   |      | $ | 9   |  
|                               |  |                             |     |   |      |   |     |  



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The following is a schedule by years of future minimum lease payments under capital
leases, together with the present value of the net minimum lease payments as of January 31, 2010:



|                                            |  |                              |  
|------------------------------------------- |  | ---------------------------- | -
|                                            |  | Future Minimum LeasePayments
|                                            |  | (U.S. dollars in thousands) 
|Capital lease payments                      |  |                              |  
|Year ending January 31, 2011                |  | $                            | 4
|                                            |  |                              |  
|Total minimum lease payments outstanding    |  |                              | 4
|Less: Amount representing interest          |  |                              | 
|                                            |  |                              |  
|Present value of net minimum lease payments |  | $                            | 4
|                                            |  |                              |  

As of January 31, 2010, the current portion of
the capital lease liability is US$4,000. Interest on capital lease expense was US$5,000 in fiscal 2009 and US$3,000 in fiscal 2010.

8.
Property and Equipment, net

Property and equipment consist of the following:



|                               |  |                             |        |   |      |   |        |  
|------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                               |  | As of January 31,           |       
|                               |  | 2009                        |        |   | 2010 |  
|                               |  | (U.S. dollars in thousands) |       
|Cost                           |  |                             |        |   |      |   |        |  
|Computers and office equipment |  | $                           | 2,354  |   |      | $ | 2,783  |  
|Motor vehicles                 |  |                             | 28     |   |      |   |       |  
|Leasehold improvements         |  |                             | 1,055  |   |      |   | 1,058  |  
|Fixtures and fittings          |  |                             | 616    |   |      |   | 626    |  
|                               |  |                             |        |   |      |   |        |  
|Total cost                     |  |                             | 4,053  |   |      |   | 4,467  |  
|Accumulated depreciation       |  |                             | (2,876 | ) |      |   | (3,462 | )
|                               |  |                             |        |   |      |   |        |  
|Property and equipment, net    |  | $                           | 1,177  |   |      | $ | 1,005  |  
|                               |  |                             |        |   |      |   |        |  

Included in property and equipment, are net assets acquired under capital lease of US$55,000.



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TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



9. Intangible Assets, net

Amortization for continuing operations for the years ended January 31, 2008, 2009 and 2010 was US$1.0 million, US$1.4 million and
US$1.1 million, respectively. Amortization is estimated to be approximately US$809,000 in the year ending January 31, 2011, US$512,000 in the year ending January 31, 2012, US$502,000 in the year ending January 31, 2013 and US$20,000
in the year ending January 31, 2014.



|                                     |  |                             |        |                             |   |                         |  |     |        |                     |   |                |  |                         |        |     |   |       |  |   |        |  |   |      
|------------------------------------ |  | --------------------------- | ------ | --------------------------- | - | ----------------------- |  | --- | ------ | ------------------- | - | -------------- |  | ----------------------- | ------ | --- | - | ----- |  | - | ------ |  | - | -----
|                                     |  | As of January 31, 2009      |        | As of January 31, 2010     
|                                     |  | GrossCarryingAmount         |        | ImpairmentLoss              |   | AccumulatedAmortization |  | Net |        | GrossCarryingAmount |   | ImpairmentLoss |  | AccumulatedAmortization |        | Net
|                                     |  | (U.S. dollars in thousands) |        | (U.S. dollars in thousands)
|Purchased technology                 |  | $                           | 16,206 |                             | $ | 3,392                   |  | $   | 12,306 |                     | $ | 508            |  | $                       | 16,206 |     | $ | 3,392 |  | $ | 12,554 |  | $ | 260  
|Trade names                          |  |                             | 187    |                             |   |                        |  |     | 141    |                     |   | 46             |  |                         | 187    |     |   |      |  |   | 163    |  |   | 24   
|Customer base                        |  |                             | 12,430 |                             |   | 567                     |  |     | 9,472  |                     |   | 2,391          |  |                         | 12,430 |     |   | 567   |  |   | 10,304 |  |   | 1,559
|Covenants                            |  |                             | 2,519  |                             |   | 1,232                   |  |     | 1,287  |                     |   |               |  |                         | 2,519  |     |   | 1,232 |  |   | 1,287  |  |   |     
|                                     |  |                             |        |                             |   |                         |  |     |        |                     |   |                |  |                         |        |     |   |       |  |   |        |  |   |      
|Total identifiable Intangible Assets |  | $                           | 31,342 |                             | $ | 5,191                   |  | $   | 23,206 |                     | $ | 2,945          |  | $                       | 31,342 |     | $ | 5,191 |  | $ | 24,308 |  | $ | 1,843
|                                     |  |                             |        |                             |   |                         |  |     |        |                     |   |                |  |                         |        |     |   |       |  |   |        |  |   |      

During fiscal 2009, the Company allocated
approximately US$3.3 million of purchase price to intangible assets (acquired customer base of US$2.5 million, purchased technology of US$743,000 and trade names of US$67,000) in connection with the acquisition of the Movaris business.

During the fourth quarters of fiscal 2008, fiscal 2009 and fiscal 2010, the Company completed its annual impairment tests and assessments
of the carrying value of identifiable indefinite-lived intangible assets as required by FASB ASC 350 and FASB ASC 360 and determined its recorded non-current assets were not impaired as of January 31, 2008, January 31, 2009 and
January 31, 2010.

The weighted average amortization period for each type of intangible asset was as follows for fiscal
years 2009 and 2010:



|                     |  |         |  |        
|-------------------- |  | ------- |  | -------
|                     |  | 2009    |  | 2010   
|                     |  | (Years) |  | (Years)
|Purchased technology |  | 3       |  | 3      
|Trade names          |  | 3       |  | 3      
|Customer base        |  | 5       |  | 5      
|Covenants            |  | 2       |  |       
|                     |  |         |  |        
|Total                |  | 4       |  | 3      
|                     |  |         |  |        

10. Shareholders Equity

The Companys authorized 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 2009, the Companys shareholders re-approved an agreement between First Analysis Securities
Corporation and the Company, which gives the board the authority to engage in the repurchase of the Companys outstanding ordinary shares up to an aggregate amount of US$5.0 million as determined by the board. Under the



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TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



agreement, the Companys ordinary shares could be acquired by purchasing ADSs on the open market, or in negotiated or block trades. The Company repurchased 69,612 ADSs (equivalent to 139,224
ordinary shares) under this program at a cost of approximately US$100,000 in fiscal 2009. The Company did not purchase any ADSs in fiscal 2010. As of January 31, 2010, approximately US$2.8 million remained available for future repurchases under
this program.

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 years presented. At January 31, 2008,
2009 and 2010, the Company did not have any profits available for distribution.

11. Net (loss) income per ordinary share



|                                                                                  |  |                                                    |            |   |      |   |            |      |  |   |            |  
|--------------------------------------------------------------------------------- |  | -------------------------------------------------- | ---------- | - | ---- | - | ---------- | ---- |  | - | ---------- | -
|                                                                                  |  | Year ended January 31,                             |           
|                                                                                  |  | 2008                                               |            |   | 2009 |   |            | 2010 | 
|                                                                                  |  | (U.S. dollars in thousands, except per share data) |           
|Numerator:                                                                        |  |                                                    |            |   |      |   |            |      |  |   |            |  
|Net (loss) income from continuing operations                                      |  | $                                                  | (550       | ) |      | $ | 346        |      |  | $ | 2,566      |  
|Net loss from discontinued operations                                             |  | $                                                  | (3,723     | ) |      | $ | (1,578     | )    |  | $ | (1,079     | )
|                                                                                  |  |                                                    |            |   |      |   |            |      |  |   |            |  
|Net (loss) income                                                                 |  | $                                                  | (4,273     | ) |      | $ | (1,232     | )    |  | $ | 1,487      |  
|                                                                                  |  |                                                    |            |   |      |   |            |      |  |   |            |  
|Denominator:                                                                      |  |                                                    |            |   |      |   |            |      |  |   |            |  
|Basic weighted-average common shares outstanding                                  |  |                                                    | 31,362,813 |   |      |   | 31,921,345 |      |  |   | 32,951,646 |  
|Effect of dilutive options and restricted shares issued in Movaris acquisition    |  |                                                    |           |   |      |   | 1,015,500  |      |  |   |           |  
|Effect of dilutive options                                                        |  |                                                    |           |   |      |   | 65,043     |      |  |   | 82,621     |  
|                                                                                  |  |                                                    |            |   |      |   |            |      |  |   |            |  
|Diluted weighted-average common shares outstanding                                |  |                                                    | 31,362,813 |   |      |   | 33,001,888 |      |  |   | 33,034,267 |  
|                                                                                  |  |                                                    |            |   |      |   |            |      |  |   |            |  
|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       |  
|                                                                                  |  |                                                    |            |   |      |   |            |      |  |   |            |  

Potential ordinary shares were excluded from the calculations of the diluted net loss per Ordinary Share for
fiscal 2008 and 2009 and diluted net loss from continuing operations for fiscal 2008 and diluted net loss for discontinued operations for fiscal 2008, 2009 and 2010 because all such shares would have been anti-dilutive.

The Company had 795,473 anti-dilutive options in fiscal 2008.

12. Share-based Compensation Plans

We currently maintain option schemes for the benefit of employees. These schemes were created for the benefit of employees, directors and
consultants to the Company and for the purpose of attracting and retaining the best available personnel to promote the success of the Companys business. The aggregate number of shares which may be issued pursuant to the Companys
share-based compensation plans is 6,000,000 ordinary shares (3,000,000 equivalent ADSs) to be allocated among the plans by the Board of Directors. The 6,000,000 ordinary share limit will be reduced by the number of shares authorized for issuance in
accordance with the options



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



granted or rights acquired under the other plans. The aggregate share limit of 6,000,000 ordinary shares can only be altered by an ordinary resolution approved by shareholders representing a
majority of the Companys ordinary shares then outstanding.

As of January 31, 2010, there were outstanding options
to purchase an aggregate of 5,805,340 ordinary shares (2,902,670 equivalent ADSs) at exercise prices ranging from US$0.50 to US$2.96 per ordinary share (US$1.00 to US$5.92 per equivalent ADS) and expiration dates ranging from February 2010 to July
2016 under the Companys share-based compensation plans. As of January 31, 2010, the Companys directors and executive officers held options to purchase an aggregate of 3,961,422 ordinary shares (1,980,711 equivalent ADSs) at exercise
prices ranging from US$0.58 to US$2.91 per ordinary share (US$1.16 to US$5.82 per equivalent ADS) and expiration dates ranging from July 2010 to July 2016.

Trintech Group PLC 2007 Share Option Scheme

The Trintech Group PLC 2007 Share Option Scheme (the 2007 Plan), which provides for the grant of options to purchase Ordinary
Shares of the Company, was approved by our Board of Directors on May 21, 2007 and by our shareholders on July 25, 2007. Under the 2007 Plan, non-temporary employees and executive directors holding salaried employment or office with the
Company or any subsidiary companies are eligible to participate. Generally, all options granted have a seven-year term and commence vesting at a rate of one twelfth of the total per quarter for each of the quarters in the three years commencing on
the anniversary date of the grant. The exercise price of each share option is the fair market value of the share on the date of grant.

The purpose of the 2007 Plan is to establish an employees share option scheme within the meaning of Section 2 of the Companies
(Amendment) Act 1983 as a long term incentive plan to promote the long-term success of the Company and the creation of shareholder value by (a) encouraging key employees to focus on critical long-range objectives; (b) encouraging the
attraction and retention of key employees with exceptional qualifications and (c) linking key employees directly to shareholder interests through increased share ownership. The 2007 Plan seeks to achieve this purpose by providing for awards in
the form of options.

The 2007 Plan is administered by the Companys Compensation Committee, which selects the persons to
whom options will be granted, determines the number of shares to be made subject to each grant and prescribes other terms and conditions, including the type and amount of consideration to be paid upon exercise and the vesting schedules in connection
with each grant and makes all other decisions relating to the operation of the scheme. The board of directors may amend or modify the 2007 Plan at any time.

In fiscal 2010, the Company granted 94,700 ordinary shares (47,350 equivalent ADSs) under the 2007 Plan at exercise prices ranging from
US$0.57 to US$2.22 per ordinary share (US$1.15 to US$3.79 per equivalent ADS). In fiscal 2009, 1,418,000 ordinary shares (709,000 equivalent ADSs) were granted to the directors and key members of management at an exercise price of US$1.22 per
ordinary share (US$2.44 per ADS). These options can only vest in the event of a change in control of the Company and include 804,000 ordinary shares (402,000 equivalent ADSs) relating to the directors and senior management listed in Item 6A.

As of January 31, 2010, 12,252 ordinary shares (6,126 equivalent ADSs) have been issued upon the exercise of share
options granted under the 2007 Plan and 1,959,062 ordinary shares (979,531 equivalent ADSs) are subject to outstanding options. The weighted exercise price for all outstanding options to purchase equivalent ADSs under the 2007 Plan is US$2.58.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Trintech Group PLC Directors and Consultants Share Option Scheme 2007

On May 21, 2007, our Board of Directors approved the Directors and Consultants Share Option Scheme 2007 (the
Directors and Consultants 2007 Plan) and our shareholders approved the same on July 25, 2007. The Directors and Consultants Share 2007 Plan provides for the grant of options to purchase Ordinary Shares of the Company to all
directors and consultants of the Company and its subsidiaries, with limited exceptions for controlling shareholders. Generally, all options granted have a seven-year term and are exercisable one year after the date of the grant. The exercise price
of each share option is the fair market value of the share on the date of grant.

The purpose of the Directors and Consultants
2007 Plan is to establish a share option plan as a long term incentive plan to promote the long-term success of the Company and the creation of shareholder value by (a) encouraging directors and consultants to focus on critical long-range
objectives; (b) encouraging the attraction and retention of directors and consultants with exceptional qualifications and (c) linking directors and consultants directly to shareholder interests through increased share ownership. The
Directors and Consultants 2007 Plan seeks to achieve this purpose by providing for awards in the form of options.

The
Directors and Consultants 2007 Plan is administered by the Companys Compensation Committee, which selects the persons to whom options will be granted, determines the number of shares to be made subject to each grant and prescribes other terms
and conditions, including the type and amount of consideration to be paid upon exercise and the vesting schedules in connection with each grant and makes all other decisions relating to the operation of the scheme. The board of directors may amend
or modify the Directors and Consultants 2007 Plan at any time.

In fiscal 2010, the Company granted 160,000 ordinary shares
(80,000 equivalent ADSs) under the Directors and Consultants 2007 Plan at an exercise price of US$0.92 per ordinary share (US$1.85 per equivalent ADS). In fiscal 2009, 200,000 ordinary shares (100,000 equivalent ADSs) were granted to directors at an
exercise price of US$1.22 per ordinary share (US$2.44 per ADS) and can only vest in the event of a change in control of the Company.

As of January 31, 2010, no ordinary shares (no equivalent ADSs) have been issued upon the exercise of share options granted under
this scheme and 670,000 ordinary shares (335,000 equivalent ADSs) are subject to outstanding options. The weighted exercise price for all outstanding options to purchase equivalent ADSs under this scheme is US$2.44.

Trintech Group PLC 2009 Employee Share Purchase Plan for US employees

In July 2009, the Company obtained shareholder approval for the establishment of the Trintech Group PLC 2009 Employee Share Purchase Plan
(the 2009 Employee Share Purchase Plan) for Trintechs U.S. employees. The 2009 Employee Share Purchase Plan is intended to qualify under Section 423 of the U.S. Internal Revenue Code of 1986 and contains six month offering
periods. The offering periods generally start on the first trading day on or after March 1 and September 1 of each year and the first offering period commenced on September 1, 2009.

The 2009 Employee Share Purchase Plan permits participants to purchase Ordinary Shares of the Company at 85% of the lower of the fair
market value on the first day of the applicable offering period or on the last day of the six-month purchase period, through payroll deductions of up to 15% of the participants compensation.

This plan replaced the 1999 Employee Share Purchase Plan which expired in August 2009.



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TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



As of January 31, 2010, no Ordinary Shares (equivalent ADSs) had been issued under
the 2009 Employee Share Purchase Plan.

Trintech Group PLC 1999 Employee Share Purchase Plan for US employees

In August 1999, the Company obtained shareholder approval for the establishment of the Trintech Group PLC 1999 Employee Share
Purchase Plan (the 1999 Employee Share Purchase Plan) for Trintechs U.S. employees. The 1999 Employee Share Purchase Plan was intended to qualify under Section 423 of the U.S. Internal Revenue Code of 1986.

As of January 31, 2010, 936,966 Ordinary Shares (468,483 equivalent ADSs) had been issued under this plan. The weighted exercise
price for all outstanding options to purchase equivalent ADSs under the 1999 employee purchase plan is US$2.63.

This plan
expired in July 2009 and management obtained shareholder approval for a new plan, as described above, at the annual shareholders meeting in July 2009.

Trintech Group PLC Share Option 1997 Scheme

We established the share option 1997 scheme on May 28, 1997. The 1997 scheme was approved by the Companys shareholders on
November 21, 1997. The purpose of the 1997 scheme was to attract and retain the best available personnel to promote the success of the Companys business. We were required to keep available sufficient authorized but un-issued shares to
satisfy the Companys obligations under the plan.

Under the 1997 scheme, all of the Companys key employees and
executive directors as well as those of the Companys subsidiaries were eligible to receive grants of non-statutory options. In addition, US resident employees and executive directors were eligible to receive grants of incentive stock options
intended to qualify under Section 422 of the U.S. Internal Revenue Code of 1986.

The 1997 scheme was administered by the
Companys Compensation Committee, which selected the persons to whom options would be granted, determines the number of shares to be made subject to each grant and prescribes other terms and conditions, including the type and amount of
consideration to be paid upon exercise and the vesting schedules in connection with each grant and made all other decisions relating to the operation of the scheme. The board of directors could amend or modify the 1997 scheme at any time.

As of January 31, 2010, 2,496,406 ordinary shares (1,248,203 equivalent ADSs) have been issued upon the exercise of
share options granted under the 1997 scheme and 2,806,278 ordinary shares (1,403,139 equivalent ADSs) are subject to outstanding options. The weighted exercise price for all outstanding options to purchase equivalent ADSs under the 1997 scheme is
US$3.89.

The 1997 scheme expired in May 2007.

Trintech Group PLC Directors and Consultants 1998 Share Option Scheme

On April 22, 1998, we established the directors and consultants share option scheme. The purpose of the scheme was to attract and
retain the best available directors and consultants and to promote the success of the Companys business.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Under the directors and consultants scheme, all of the Companys directors and
consultants as well as those of the Companys subsidiaries were eligible to receive grants of non-statutory options. In addition, US resident directors and consultants were eligible to receive a grant of incentive stock options intended to
qualify under Section 422 of the U.S. Internal Revenue Code of 1986. The directors and consultants scheme was administered by the Companys Compensation Committee, which selected the persons to whom options would be granted, determined the
number of shares to be made subject to each grant and prescribed other terms and conditions, including the type and amount of consideration to be paid upon exercise and the vesting schedules in connection with each grant and made all other decisions
relating to the operation of the scheme. The Board of Directors could amend or modify the directors and consultants scheme at any time.

As of January 31, 2010, 180,710 ordinary shares (90,355 equivalent ADSs) have been issued upon the exercise of share options granted
under the 1998 scheme and 370,000 ordinary shares (185,000 equivalent ADSs) are subject to outstanding options. The weighted exercise price for all outstanding options to purchase equivalent ADSs under the 1998 scheme is US$4.12.

The 1998 scheme expired in April 2008.

Trintech Group PLC Employee Savings Related Share Option Scheme for Irish Employees

In August 1999, the Company obtained shareholder approval for the establishment of the Trintech 1999 Employee Savings Related Share Option
Scheme for our Irish employees. The 1999 savings related scheme applies to all of our qualifying Irish employees and is intended to be an approved scheme under Schedule 12A to the Taxes Consolidation Act 1997 of the Republic of Ireland. The eligible
employees may apply for an option to purchase Ordinary Shares of the Company at a discount of 15% to the market value of Ordinary Shares on the last day on which the Ordinary Shares were traded before grant. Participants must enter into approved
savings arrangements, the purpose of which is to fund the cost of the exercise of the option. As of January 31, 2010, no shares had been issued under this scheme.

A summary of the Companys stock option activity and related information for the years ended January 31, 2008, 2009 and 2010 is
as follows:



|                                 |  |                  |   |                  |                                |                  |         |           |   |                                |   |         |  |           |                                |  |   |     
|-------------------------------- |  | ---------------- | - | ---------------- | ------------------------------ | ---------------- | ------- | --------- | - | ------------------------------ | - | ------- |  | --------- | ------------------------------ |  | - | ----
|                                 |  | January 31, 2008 |   | January 31, 2009 |                                | January 31, 2010
|                                 |  | Options          |   |                  | Weighted-averageexercise price |                  | Options |           |   | Weighted-averageexercise price |   | Options |  |           | Weighted-averageexercise price
|Outstanding at beginning of year |  | 5,407,312        |   |                  | $                              | 1.98             |         | 4,509,214 |   |                                | $ | 1.91    |  | 6,232,014 |                                |  | $ | 1.63
|Granted                          |  | 1,019,500        |   |                  |                                | 1.98             |         | 2,641,600 |   |                                |   | 1.16    |  | 254,700   |                                |  |   | 1.09
|Cancelled                        |  | (908,486         | ) |                  |                                | 2.96             |         | (640,050  | ) |                                |   | 1.40    |  | (368,898  | )                              |  |   | 1.54
|Forfeited                        |  | (446,696         | ) |                  |                                | 1.80             |         | (277,500  | ) |                                |   | 2.31    |  | (252,724  | )                              |  |   | 0.90
|Exercised                        |  | (562,416         | ) |                  |                                | 1.12             |         | (1,250    | ) |                                |   | 0.60    |  | (59,752   | )                              |  |   | 0.78
|                                 |  |                  |   |                  |                                |                  |         |           |   |                                |   |         |  |           |                                |  |   |     
|Outstanding at end of year       |  | 4,509,214        |   |                  | $                              | 1.91             |         | 6,232,014 |   |                                | $ | 1.63    |  | 5,805,340 |                                |  | $ | 1.65
|                                 |  |                  |   |                  |                                |                  |         |           |   |                                |   |         |  |           |                                |  |   |     
|Exercisable at end of year       |  | 2,801,652        |   |                  | $                              | 1.86             |         | 3,451,726 |   |                                | $ | 1.90    |  | 3,668,868 |                                |  | $ | 1.87
|                                 |  |                  |   |                  |                                |                  |         |           |   |                                |   |         |  |           |                                |  |   |     



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TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The options exercised during fiscal 2010 were issued from Treasury shares.



|                                                                                                                                                                    |  |                  |      |                               |   |                  |  |                               |      |           |   |                               |  |   |      |  |   |     
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | ---- | ----------------------------- | - | ---------------- |  | ----------------------------- | ---- | --------- | - | ----------------------------- |  | - | ---- |  | - | ----
|                                                                                                                                                                    |  | January 31, 2008 |      | January 31, 2009              |   | January 31, 2010
|                                                                                                                                                                    |  | Fairvalue        |      | Weighted-AverageExercisePrice |   | Fairvalue        |  | Weighted-averageexerciseprice |      | Fairvalue |   | Weighted-averageexerciseprice
|Weighted-average fair value of options granted during the year for options whose exercise price equals the market price of the
Ordinary Shares on the date of grant |  | $                | 0.92 |                               | $ | 1.98             |  | $                             | 0.51 |           | $ | 1.16                          |  | $ | 0.69 |  | $ | 1.09

Exercise prices for
options outstanding as of January 31, 2010 ranged from US$0.50 to US$2.96 per share. The breakdown of outstanding options at January 31, 2010 by price range is as follows:



|                         |  |                        |  |                                        |  |                                 |      |                                                   |   |                        |  |                               |  |                                                   |      |  |   |    
|------------------------ |  | ---------------------- |  | -------------------------------------- |  | ------------------------------- | ---- | ------------------------------------------------- | - | ---------------------- |  | ----------------------------- |  | ------------------------------------------------- | ---- |  | - | ---
|                         |  |                        |  | Outstanding share options              |  |                                 |      | Exercisable share options                        
|Range of exercise prices |  | Number ofshare options |  | Weighted-averageremaining 
life(years) |  | Weighted-averageexercise 
price |      | Aggregateintrinsicvalue(U.S. dollars inthousands) |   | Number ofshare options |  | Weighted-averageexerciseprice |  | Aggregateintrinsicvalue(U.S. dollars inthousands)
|$ 0.501.22              |  | 629,180                |  | 5.86                                   |  |                                 | 0.86 |                                                   |   |                        |  | 258,976                       |  |                                                   | 0.74 |  |   |    
|$ 1.231.24              |  | 1,492,850              |  | 5.03                                   |  |                                 | 1.23 |                                                   |   |                        |  | 90,416                        |  |                                                   | 1.23 |  |   |    
|$ 1.251.77              |  | 1,606,250              |  | 2.43                                   |  |                                 | 1.48 |                                                   |   |                        |  | 1,434,428                     |  |                                                   | 1.47 |  |   |    
|$ 1.782.96              |  | 2,077,060              |  | 2.67                                   |  |                                 | 2.32 |                                                   |   |                        |  | 1,885,048                     |  |                                                   | 2.36 |  |   |    
|                         |  |                        |  |                                        |  |                                 |      |                                                   |   |                        |  |                               |  |                                                   |      |  |   |    
|                         |  | 5,805,340              |  | 3.56                                   |  | $                               | 1.65 |                                                   | $ | 1,952                  |  | 3,668,868                     |  | $                                                 | 1.87 |  | $ | 792
|                         |  |                        |  |                                        |  |                                 |      |                                                   |   |                        |  |                               |  |                                                   |      |  |   |    

The weighted-average remaining contractual term for
options exercisable as of January 31, 2010 is 2.62 years.

The aggregate intrinsic value for exercised share options was
US$213,000, US$409 and US$30,000 for fiscal years 2008, 2009 and 2010, respectively.

Options have been granted in U.S.
dollars since September 1999; previously options were granted in Irish pounds. The U.S. dollar equivalents for disclosure above have been determined using the U.S. dollar rate at the date of each grant.

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on Trintechs closing share
price of US$3.59 as of January 31, 2010, which would have been received by the option holders had all option holders exercised their options as of that date.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



Valuation and expense information under FASB ASC 718

The following table summarizes the share-based compensation expense related to employee share options, and employee share purchases under
FASB ASC 718 for the periods presented which was allocated as follows:



|                                |  |                            |       |                            |   |                            |  |   |    
|------------------------------- |  | -------------------------- | ----- | -------------------------- | - | -------------------------- |  | - | ---
|                                |  | Year
endedJanuary 31, 2008 |       | Year
endedJanuary 31, 2009 |   | Year
endedJanuary 31, 2010
|                                |  | (U.S dollars in thousands)
|Cost of revenues-license        |  | $                          | 9     |                            | $ | 5                          |  | $ | 4  
|Cost of revenues-services       |  |                            | 72    |                            |   | 58                         |  |   | 48 
|Research and development        |  |                            | 55    |                            |   | 61                         |  |   | 48 
|Sales and marketing             |  |                            | 196   |                            |   | 175                        |  |   | 105
|General and administrative      |  |                            | 702   |                            |   | 555                        |  |   | 283
|                                |  |                            |       |                            |   |                            |  |   |    
|Total for continuing operations |  |                            | 1,034 |                            |   | 854                        |  |   | 488
|                                |  |                            |       |                            |   |                            |  |   |    

The share-based compensation expense for discontinued
operations was US$45,000 in fiscal 2008, US$65,000 in fiscal 2009 and US$27,000 in fiscal 2010.

The fair value for these
share options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions:



|                        |  |                        |   |  |      |   |  |      |  
|----------------------- |  | ---------------------- | - |  | ---- | - |  | ---- | -
|                        |  | Year ended January 31, |  
|                        |  | 2008                   |   |  | 2009 |   |  | 2010 |  
|Risk-free interest rate |  | 4.25                   | % |  | 2.68 | % |  | 2.39 | %
|Expected dividend yield |  | 0                      | % |  | 0    | % |  | 0    | %
|Expected volatility     |  | 0.49                   |   |  | 0.58 |   |  | 0.79 |  
|Expected life (years)   |  | 4.6                    |   |  | 4.6  |   |  | 4.6  |  

The
risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield of zero is based on the fact that the Company has never paid cash dividends and has no current intention to pay cash dividends. Expected
volatility is based on historical volatility of the Companys shares over the period commensurate with the expected life of the options. The expected life of options granted is derived from historical data on employee exercise and post-vesting
employment termination behavior. The Company used the straight-line method for expense attribution.

The expected life of the
option 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 fiscal 2008, 2009 and 2010, based on its historical option forfeiture experience,
is approximately 2.2%, 3.82% and 4.83%, 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 recognize an aggregate of US$426,000 from continuing operations as share-based
compensation expense in fiscal years 2011 to 2014. This excludes any expense arising from the U.S. Share Purchase Plan and assumes there are no adjustments to compensation expense due to actual cancellations, modifications or new awards granted.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



13. Income Taxes

Income (loss) before provision for income taxes from continuing operations consists of the following:



|              |  |                             |        |   |      |   |        |      |  |   |        |  
|------------- |  | --------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|              |  | Year ended January 31,      |       
|              |  | 2008                        |        |   | 2009 |   |        | 2010 | 
|              |  | (U.S. dollars in thousands) |       
|Ireland       |  | $                           | (5,380 | ) |      | $ | 1,373  |      |  | $ | 4,064  |  
|Rest of World |  |                             | 5,841  |   |      |   | (1,383 | )    |  |   | (1,360 | )
|              |  |                             |        |   |      |   |        |      |  |   |        |  
|Total         |  | $                           | 461    |   |      | $ | (10    | )    |  | $ | 2,704  |  
|              |  |                             |        |   |      |   |        |      |  |   |        |  

The provision for income taxes from continuing operations consists of the following:



|                                                             |  |                             |       |      |   |      |      |  |   |     |  
|------------------------------------------------------------ |  | --------------------------- | ----- | ---- | - | ---- | ---- |  | - | --- | -
|                                                             |  | Year ended January 31,      |      
|                                                             |  | 2008                        |       | 2009 |   |      | 2010 | 
|                                                             |  | (U.S. dollars in thousands) |      
|Current:                                                     |  |                             |       |      |   |      |      |  |   |     |  
|Ireland                                                      |  | $                           | 35    |      | $ | 27   |      |  | $ | (6  | )
|Rest of World                                                |  |                             | 253   |      |   | 132  |      |  |   | 144 |  
|                                                             |  |                             |       |      |   |      |      |  |   |     |  
|Total current                                                |  |                             | 288   |      |   | 159  |      |  |   | 138 |  
|                                                             |  |                             |       |      |   |      |      |  |   |     |  
|Deferred:                                                    |  |                             |       |      |   |      |      |  |   |     |  
|Ireland                                                      |  |                             |      |      |   |     |      |  |   |    |  
|Rest of World                                                |  |                             | 258   |      |   | (515 | )    |  |   |    |  
|                                                             |  |                             |       |      |   |      |      |  |   |     |  
|Total deferred                                               |  |                             | 258   |      |   | (515 | )    |  |   |    |  
|                                                             |  |                             |       |      |   |      |      |  |   |     |  
|Excess tax benefit from share-based compensation plans:      |  |                             |       |      |   |      |      |  |   |     |  
|Rest of World                                                |  |                             | 465   |      |   |     |      |  |   |    |  
|                                                             |  |                             |       |      |   |      |      |  |   |     |  
|Total excess tax benefit from share-based compensation plans |  |                             | 465   |      |   |     |      |  |   |    |  
|                                                             |  |                             |       |      |   |      |      |  |   |     |  
|Total provision for income taxes                             |  | $                           | 1,011 |      | $ | (356 | )    |  | $ | 138 |  
|                                                             |  |                             |       |      |   |      |      |  |   |     |  



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The provision for income taxes from continuing operations differs from the amount
computed by applying the statutory income tax rate to income before taxes from continuing operations. The sources and tax effects of the differences are as follows:



|                                                                                              |  |                             |       |   |      |   |      |      |  |   |      |  
|--------------------------------------------------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ---- | ---- |  | - | ---- | -
|                                                                                              |  | Year ended January 31,      |      
|                                                                                              |  | 2008                        |       |   | 2009 |   |      | 2010 | 
|                                                                                              |  | (U.S. dollars in thousands) |      
|Income taxes computed at the Irish statutory income tax rate of 12.5% for 2008, 2009 and 2010 |  | $                           | 58    |   |      | $ | (1   | )    |  | $ | 338  |  
|Income from Irish manufacturing operations taxed (relieved) at lower rates                    |  |                             | 169   |   |      |   | (3   | )    |  |   | (135 | )
|(Losses) income (relieved) subject to higher rates of taxes                                   |  |                             | 496   |   |      |   | (496 | )    |  |   | (282 | )
|Excess tax benefit from share-based compensation plans                                        |  |                             | 465   |   |      |   |     |      |  |   |     |  
|Changes in valuation allowanceoperating losses utilized                                      |  |                             | (129  | ) |      |   | (334 | )    |  |   | (714 | )
|Changes in valuation allowanceoperating losses not utilized and timing differences           |  |                             | (60   | ) |      |   | 314  |      |  |   | 797  |  
|Income not subject to tax                                                                     |  |                             | (153  | ) |      |   | 20   |      |  |   | (1   | )
|State, local and other taxes                                                                  |  |                             | 165   |   |      |   | 144  |      |  |   | 135  |  
|                                                                                              |  |                             |       |   |      |   |      |      |  |   |      |  
|Total provision for income taxes                                                              |  | $                           | 1,011 |   |      | $ | (356 | )    |  | $ | 138  |  
|                                                                                              |  |                             |       |   |      |   |      |      |  |   |      |  

There was no provision for taxes allocated to discontinued operations for fiscal 2008, 2009 and 2010.



|                                          |  |                            |        |   |      |   |        |  
|----------------------------------------- |  | -------------------------- | ------ | - | ---- | - | ------ | -
|                                          |  | As of January 31,          |       
|                                          |  | 2009                       |        |   | 2010 |  
|                                          |  | (U.S. dollars inthousands) |       
|Deferred tax assets:                      |  |                            |        |   |      |   |        |  
|Accounts receivable                       |  | $                          | 25     |   |      | $ | 8      |  
|Deferred rent                             |  |                            | 242    |   |      |   | 192    |  
|Deferred employee compensation            |  |                            | 159    |   |      |   | 169    |  
|Deferred revenues                         |  |                            | 34     |   |      |   | 35     |  
|Accrued rent                              |  |                            | 92     |   |      |   | 89     |  
|Stock compensation                        |  |                            | 461    |   |      |   | 620    |  
|Tax credits and loss carryforwards        |  |                            | 9,116  |   |      |   | 8,726  |  
|                                          |  |                            |        |   |      |   |        |  
|Gross deferred tax assets                 |  |                            | 10,129 |   |      |   | 9,839  |  
|Valuation allowance                       |  |                            | (8,854 | ) |      |   | (9,088 | )
|                                          |  |                            |        |   |      |   |        |  
|Total deferred tax assets                 |  |                            | 1,275  |   |      |   | 751    |  
|                                          |  |                           
|Deferred tax liabilities:                 |  |                            |        |   |      |   |        |  
|Depreciation and amortization             |  |                            | 1,216  |   |      |   | 699    |  
|Change in accounting method of subsidiary |  |                            | 59     |   |      |   | 52     |  
|                                          |  |                            |        |   |      |   |        |  
|Total deferred tax liabilities            |  |                            | 1,275  |   |      |   | 751    |  
|Net deferred tax                          |  | $                          |       |   |      | $ |       |  
|                                          |  |                            |        |   |      |   |        |  

At January 31, 2009 and 2010, the Company had a net current deferred tax asset of US$252,000 and
US$199,000, respectively. The Company also had a net non-current deferred tax liability of US$252,000 and US$199,000 at January 31, 2009 and 2010, respectively



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The valuation allowance primarily applies to net operating loss carryforwards and
unutilized credits where realization is not assured.

As at January 31, 2010, the Company has net operating tax loss
carryforwards (NOLs) of approximately US$41.1 million for tax purposes, which will be available for offset against future taxable income. If not used, the US carryforwards of US$16.9 million will expire between 2014 and 2023. To the extent NOLs,
when realized, relate to non-qualified stock option and share deductions, the resulting benefits will be credited to shareholders equity.

Tax deductions associated with stock option exercises related to grants vesting prior to February 1, 2006 are credited to
shareholders equity. Excess tax benefits associated with stock option exercises related to grants vesting on or after February 1, 2006 are also credited to shareholders equity. The reductions of income taxes payable resulting from
the exercise of employee stock options and other employee stock programs that were credited to shareholders equity were approximately US$465,000 in fiscal 2008. There was no excess tax benefit recognized in fiscal 2009 and 2010.

The Company has provided full valuation allowances against the NOLs and other deferred benefits in the Irish and UK entities, due to the
history of operating losses in these tax jurisdictions.

The Company has NOLs and other deferred benefits that are available
to offset against future taxable income. Operating activities contributed to the NOLs and the remaining NOLs are attributable to tax deductions related to the exercise of non-qualified stock options and shares. The Company recognizes the tax
benefits from the current and prior years non-qualified stock option deductions after utilization of the NOLs from operations (i.e. NOLs determined without deductions for exercised non-qualified stock options and shares) to reduce income tax
liability.

The Companys net deferred tax asset related to operations and exercised stock options and shares amounted
to:



|                              |  |                             |       |      |   |      
|----------------------------- |  | --------------------------- | ----- | ---- | - | -----
|                              |  | As of January 31,          
|                              |  | 2009                        |       | 2010
|                              |  | (U.S. dollars in thousands)
|Operations                    |  | $                           | 6,531 |      | $ | 6,784
|Non-qualified stock options   |  |                             | 2,323 |      |   | 2,304
|                              |  |                             |       |      |   |      
|Total net deferred tax assets |  | $                           | 8,854 |      | $ | 9,088
|                              |  |                             |       |      |   |      

When realization of the deferred tax asset is more
likely than not to occur, the benefit related to the deductible temporary differences attributable to operations is recognized as a reduction of income tax expense. The benefit related to non-qualified stock option and share deductions is credited
to additional paid in capital when realized.

Significant judgment is required in determining the Companys worldwide
income tax expense provision. In the ordinary course of a global business, there are many transactions and calculations where the ultimate tax outcome is uncertain. Some of these uncertainties arise as a consequence of income sharing and cost
reimbursement arrangements among related entities, the process of identifying items of income and expense that qualify for preferential tax treatment and segregation of foreign and domestic income and expense to avoid double taxation. The Company
has reserves for taxes that may become payable in future periods as a result of tax audits. It is the Companys policy to establish reserves for taxes that may become payable in future years as a



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



result of examination by tax authorities. The tax reserves are analyzed at each balance sheet date and adjustments are made as events occur to warrant adjustment to the reserves. At any given
time, the Company may be undergoing tax audits in several jurisdictions and covering multiple years.

No reserves for
uncertain income tax positions have been recorded pursuant to FASB ASC 740 Accounting for Uncertainty in Income Taxes.

14.
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. On September 1, 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 was a discontinued operation and therefore was no longer an operating
segment. On April 1, 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 January 31, 2010, the Company has one business and operates in one industry segment of Financial GRC. The Company is a major
international provider of integrated GRC solutions for commercial and financial markets worldwide. Our recognized 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.

Segment net income consists of total segment revenues offset only by expenses directly attributable to that segment. Depreciation and
amortization 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.



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



|                                             |  |                             |        |       |   |        |       |  |   |       
|-------------------------------------------- |  | --------------------------- | ------ | ----- | - | ------ | ----- |  | - | ------
|                                             |  | Year ended January 31, 2010
|                                             |  | GRC                         |        | Other |   |        | Total
|                                             |  | (U.S. dollars in thousands)
|Revenues:                                    |  |                             |        |       |   |        |       |  |   |       
|License                                      |  | $                           | 20,140 |       | $ |       |       |  | $ | 20,140
|Service                                      |  |                             | 12,325 |       |   |       |       |  |   | 12,325
|                                             |  |                             |        |       |   |        |       |  |   |       
|Total revenues                               |  |                             | 32,465 |       |   |       |       |  |   | 32,465
|Cost of sales                                |  |                             | 8,539  |       |   | 300    |       |  |   | 8,839 
|                                             |  |                             |        |       |   |        |       |  |   |       
|Gross profit                                 |  |                             | 23,926 |       |   | (300   | )     |  |   | 23,626
|Operating expenses                           |  |                             | 16,716 |       |   | 4,485  |       |  |   | 21,201
|                                             |  |                             |        |       |   |        |       |  |   |       
|Operating profit (loss)                      |  |                             | 7,210  |       |   | (4,785 | )     |  |   | 2,425 
|Non-operating income, net                    |  |                             |       |       |   | 141    |       |  |   | 141   
|                                             |  |                             |        |       |   |        |       |  |   |       
|Net income (loss) from continuing operations |  | $                           | 7,210  |       | $ | (4,644 | )     |  | $ | 2,566 
|                                             |  |                             |        |       |   |        |       |  |   |       
|Segment assets                               |  | $                           | 5,580  |       | $ | 43,498 |       |  | $ | 49,078
|                                             |  |                             |        |       |   |        |       |  |   |       
|Segment goodwill                             |  | $                           | 20,290 |       | $ |       |       |  | $ | 20,290
|                                             |  |                             |        |       |   |        |       |  |   |       



|                                             |  |                             |        |       |   |        |       |  |   |        |  
|-------------------------------------------- |  | --------------------------- | ------ | ----- | - | ------ | ----- |  | - | ------ | -
|                                             |  | Year ended January 31, 2009 |       
|                                             |  | GRC                         |        | Other |   |        | Total | 
|                                             |  | (U.S. dollars in thousands) |       
|Revenues:                                    |  |                             |        |       |   |        |       |  |   |        |  
|License                                      |  | $                           | 19,614 |       | $ |       |       |  | $ | 19,614 |  
|Service                                      |  |                             | 14,697 |       |   |       |       |  |   | 14,697 |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Total revenues                               |  |                             | 34,311 |       |   |       |       |  |   | 34,311 |  
|Cost of sales                                |  |                             | 9,432  |       |   | 480    |       |  |   | 9,911  |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Gross profit                                 |  |                             | 24,879 |       |   | (480   | )     |  |   | 24,400 |  
|Operating expenses                           |  |                             | 20,203 |       |   | 4,871  |       |  |   | 25,075 |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Operating profit (loss)                      |  |                             | 4,676  |       |   | (5,351 | )     |  |   | (675   | )
|Non-operating income, net                    |  |                             |       |       |   | 1,021  |       |  |   | 1,021  |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Net income (loss) from continuing operations |  | $                           | 4,676  |       | $ | (4,330 | )     |  | $ | 346    |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Segment assets                               |  | $                           | 6,608  |       | $ | 43,158 |       |  | $ | 49,766 |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Segment goodwill                             |  | $                           | 20,276 |       | $ |       |       |  | $ | 20,276 |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  



|                                             |  |                             |        |       |   |        |       |  |   |        |  
|-------------------------------------------- |  | --------------------------- | ------ | ----- | - | ------ | ----- |  | - | ------ | -
|                                             |  | Year ended January 31, 2008 |       
|                                             |  | GRC                         |        | Other |   |        | Total | 
|                                             |  | (U.S. dollars in thousands) |       
|Revenues:                                    |  |                             |        |       |   |        |       |  |   |        |  
|License                                      |  | $                           | 16,640 |       | $ |       |       |  | $ | 16,640 |  
|Service                                      |  |                             | 11,907 |       |   |       |       |  |   | 11,907 |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Total revenues                               |  |                             | 28,547 |       |   |       |       |  |   | 28,547 |  
|Cost of sales                                |  |                             | 7,229  |       |   | 259    |       |  |   | 7,488  |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Gross profit                                 |  |                             | 21,318 |       |   | (259   | )     |  |   | 21,059 |  
|Operating expenses                           |  |                             | 16,503 |       |   | 5,593  |       |  |   | 22,096 |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Operating profit (loss)                      |  |                             | 4,815  |       |   | (5,852 | )     |  |   | (1,037 | )
|Non-operating income, net                    |  |                             |       |       |   | 487    |       |  |   | 487    |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Net income (loss) from continuing operations |  | $                           | 4,815  |       | $ | (5,365 | )     |  | $ | (550   | )
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Segment assets                               |  | $                           | 6,710  |       | $ | 39,604 |       |  | $ | 46,314 |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  
|Segment goodwill                             |  | $                           | 13,297 |       | $ |       |       |  | $ | 13,297 |  
|                                             |  |                             |        |       |   |        |       |  |   |        |  



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##### Table of Contents

TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The distribution of net revenues and long-lived assets by geographical area for the GRC
business was as follows:



|                         |  |                             |        |      |   |        |  |   |       
|------------------------ |  | --------------------------- | ------ | ---- | - | ------ |  | - | ------
|                         |  | Year ended January 31,     
|                         |  | 2008                        |        | 2009 |   | 2010  
|                         |  | (U.S. dollars in thousands)
|Net Revenues:            |  |                             |        |      |   |        |  |   |       
|United States of America |  | $                           | 25,220 |      | $ | 29,528 |  | $ | 28,002
|Ireland                  |  |                             | 32     |      |   | 452    |  |   | 136   
|Rest of Europe           |  |                             | 2,251  |      |   | 3,268  |  |   | 2,702 
|Rest of World            |  |                             | 1,044  |      |   | 1,063  |  |   | 1,625 
|                         |  |                             |        |      |   |        |  |   |       
|Total                    |  | $                           | 28,547 |      | $ | 34,311 |  | $ | 32,465
|                         |  |                             |        |      |   |        |  |   |       



|                         |  |                             |        |      |   |        |  |   |       
|------------------------ |  | --------------------------- | ------ | ---- | - | ------ |  | - | ------
|                         |  | As of January 31,          
|                         |  | 2008                        |        | 2009 |   | 2010  
|                         |  | (U.S. dollars in thousands)
|Long-Lived Assets:       |  |                             |        |      |   |        |  |   |       
|United States of America |  | $                           | 5,860  |      | $ | 13,409 |  | $ | 12,041
|United Kingdom           |  |                             | 38     |      |   | 44     |  |   | 24    
|Ireland                  |  |                             | 10,059 |      |   | 11,115 |  |   | 11,073
|                         |  |                             |        |      |   |        |  |   |       
|Total                    |  | $                           | 15,957 |      | $ | 24,568 |  | $ | 23,138
|                         |  |                             |        |      |   |        |  |   |       

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

15. Related Party Transactions

Huttoft Company, an unlimited company which is wholly-owned by certain directors of the Company, owns a special non-voting class of shares
in Trintech Limited, one of the Companys Irish subsidiaries. All of the voting shares in the subsidiary are owned by the Company. The shares do not entitle the holders thereof to receive any share of the assets of the Company on a winding up.
Trintech Limited may, from time to time, declare dividends to Huttoft Company and Huttoft Company may declare dividends to its shareholders out of these amounts. Any such dividends paid by Trintech Limited are treated as compensation expense by the
Company in its financial statements prepared in accordance with U.S. GAAP, not withstanding their legal form of dividends to minority interests. There were no dividend payments due to Huttoft Company as of January 31, 2008, 2009 or 2010. The
amount of dividends included in compensation expense was US$478,000 for fiscal 2008, US$205,000 for fiscal 2009 and US$453,000 for fiscal 2010. Amounts related to these payments are included in general and administrative expenses in the consolidated
statements of operations, accrued payroll and related expenses in the consolidated balance sheets and in net cash used in operating activities in the consolidated statements of cash flows.

In July 2009, the Companys shareholders re-approved an agreement between First Analysis Securities Corporation and the Company,
which gives the board the authority to engage in the repurchase of the Companys outstanding ordinary shares. During the life of the program, up to US$5.0 million of the Companys ordinary shares could be acquired by purchasing American
Depositary Shares on the open market, or in negotiated or block trades. The Company repurchased 69,612 ADSs (equivalent to 139,224 ordinary shares) under this program at a cost of approximately US$100,000 in fiscal 2009. The Company did not purchase
any ADSs in fiscal 2010. As of January 31, 2010, approximately US$2.8 million remained available for future repurchases under this program.



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TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



The Company believes that the terms of all transactions with related parties are
comparable to those that would be attainable by us in the ordinary course of business from unaffiliated third parties under similar circumstances.

16. Acquisitions and Divestitures

On February 14, 2008, the Company acquired the outstanding shares of Movaris, Inc., a privately held company in the U.S. for a total
final consideration of US$8.8 million. The total purchase costs comprise US$7.1 million in cash, 507,765 Trintech American Depositary Shares (ADSs) amounting to US$1.3 million valued at the time of the closing of the acquisition and transaction
costs of US$385,000. The ADSs were subject to a lock-up arrangement that expired on February 14, 2009. The initial total purchase costs of US$8.8 million has been allocated, based on their respective fair values, to non-current assets
(purchased technology and acquired customer base) of US$3.3 million, goodwill of US$5.7 million and net liabilities assumed of US$240,000. The acquisition was accounted for in accordance with FASB ASC 350, Goodwill and Other Intangible
Assets. Accordingly, goodwill was not amortized. Non-current assets are being amortized on a straight-line basis over their estimated useful economic lives of three to five years. The assets, liabilities, and operating results of the acquired
business have been included in the accompanying financial statements from the date of acquisition.

Refer to note 19 for
information relating to the divestiture in fiscal 2011.

17. Goodwill

In fiscal 2007, the Company initially allocated approximately US$1.4 million of purchase price to goodwill in connection with the
acquisition of Assurity.

In addition, the Company recorded further performance related adjustments, which increased goodwill.

A performance related contingent payment of US$705,000 was recorded equal to 30% of net income plus 10% of gross revenues, as
defined in the purchase agreement and earned by the acquired business of Assurity, for fiscal 2007. A guaranteed performance related payment of US$2 million was also recorded in fiscal 2007, as defined in the purchase agreement to be earned by the
acquired business of Concuity in fiscal 2008 and fiscal 2009. The Company paid this performance based earn-out of US$1.9 million, net of claims against the seller in the quarter ended April 30, 2009.

In fiscal 2008, the Company recorded an additional performance related contingent payment of US$1 million equal to 30% of net income plus
10% of gross revenues, as defined in the purchase agreement and earned by the acquired business of Assurity, for fiscal 2008.

In fiscal 2009, the Company recorded additional performance related consideration of US$1.3 million earned by the acquired business of
Assurity.

In fiscal 2009, the Company allocated approximately US$5.7 million of purchase price to goodwill in connection with
the acquisitions of Movaris.

The impairment analysis at January 31, 2010 was performed for the GRC business and the
carrying value of goodwill and the intangible assets at January 31, 2010 relate entirely to the GRC business. The Companys annual impairment test and assessments of the carrying value of goodwill as required by FASB ASC 350,
Goodwill and Other Intangible Assets determined that its recorded goodwill was not impaired as of January 31, 2010.



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TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



18. Restructuring Charges

During fiscal 2009, the Company recorded a provision for lease abandonment of US$262,000 relating to the San Jose lease in California as
of February 14, 2008, the date that the Company acquired Movaris Inc. The provision represents 50% of the Movaris leased space which was permanently idle and physically separate from the utilized space and US$6,000 provision related to
discontinued activities. This resulted in an increase in the goodwill balance of US$262,000 on acquisition and an increase in discontinued liabilities of US$6,000.

Due to the difficult business trading environment in the US in fiscal 2009, the Company established a restructuring plan to rationalize,
integrate and re-align the resources of the Company. This restructuring plan included workforce reductions and the abandonment 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 its cost structure during the current economic downturn, which had adversely impacted revenues, elongated selling cycles, and delayed, suspended or reduced the demand for
certain products. The lease facility reductions allowed the Company to consolidate its workforce within its offices to better match their size and needs; it also was designed to allow the Company to match operational costs more closely with
projected need levels. Prior to the implementation of the restructuring plan, both the workforce and the facilities were larger than necessary for the Companys level of business activity.

The restructuring program resulted in costs incurred primarily for workforce reduction across certain business functions and additional
abandoned excess lease facilities in San Jose, California. During fiscal 2009, the Company incurred US$252,000 in restructuring expense of which US$222,000 were severance costs for workforce reductions and US$30,000 related to the abandonment of an
additional 15% of excess lease facilities in San Jose which is included in the line item Restructuring Charges in the consolidated statement of operations for the year ended January 31, 2009. The US$252,000 restructuring charge for
fiscal 2009 comprised US$212,000 for the GRC segment and US$40,000 for the Healthcare segment which is reflected in net loss from discontinued operations.

The business environment had not significantly improved as the Company moved into fiscal 2010 and as a result the Company had additional
workforce reductions of US$253,000 in fiscal 2010 of which US$244,000 was for the GRC segment and US$9,000 was for the Healthcare segment which is reflected in net loss from discontinued operations. The restructuring plan is now complete. The
cumulative amount of restructuring charges under this plan was US$505,000.

The following table summarizes the Companys
restructuring activity as of January 31, 2010:



|                                 |  |                               |      |   |                                          |   |      |       |  |   |      |  
|-------------------------------- |  | ----------------------------- | ---- | - | ---------------------------------------- | - | ---- | ----- |  | - | ---- | -
|                                 |  | EmployeeSeverance andBenefits |      |   | Consolidation ofFacilities andOperations |   |      | Total | 
|                                 |  | (U.S. dollars in thousands)   |     
|Reserve balance January 31, 2008 |  | $                             |     |   |                                          | $ | 82   |       |  | $ | 82   |  
|Restructuring provision          |  |                               |     |   |                                          |   | 268  |       |  |   | 268  |  
|Income statement expense         |  |                               | 222  |   |                                          |   | 30   |       |  |   | 252  |  
|Amounts paid                     |  |                               | (216 | ) |                                          |   | (331 | )     |  |   | (547 | )
|                                 |  |                               |      |   |                                          |   |      |       |  |   |      |  
|Reserve balance January 31, 2009 |  |                               | 6    |   |                                          |   | 49   |       |  |   | 55   |  
|Restructuring expense            |  |                               | 244  |   |                                          |   |     |       |  |   | 244  |  
|Amounts paid                     |  |                               | (250 | ) |                                          |   | (49  | )     |  |   | (299 | )
|                                 |  |                               |      |   |                                          |   |      |       |  |   |      |  
|Reserve balance January 31, 2010 |  | $                             |     |   |                                          | $ |     |       |  | $ |     |  
|                                 |  |                               |      |   |                                          |   |      |       |  |   |      |  



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TRINTECH GROUP PLC

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Continued)



19. Subsequent Events (unaudited)

In March 2, 2010, the Company entered into a definitive agreement to sell its Healthcare division, Concuity, to The Advisory Board
Company. The sale was successfully completed on April 1, 2010. As a result of this transaction, the Healthcare business is reported as a discontinued operation in the accompanying 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 18 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 initial negative adjustment of US$551,000 tied to the net working capital of the Healthcare business as at the closing date, which is expected to be
determined and finalized within 90 days of the closing date.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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