<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               -----------------

                                   FORM 20-F
                           ANNUAL REPORT PURSUANT TO
                            SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED JANUARY 31, 2002

                        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
                               Trintech Building
                          South County Business Park
                                 Leopardstown
                              Dublin 18, Ireland
                              011-353-1-207-4000
         (Address and telephone number of principal executive offices)

                               -----------------

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

                                     None

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

                                          Name of Each Exchange
                 Title of Each Class       on Which Registered
                 -------------------      ---------------------
                   Ordinary Shares       Nasdaq National Market
                                          Neuer Markt (Germany)

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

                                     None

                               -----------------

   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, 2002 covered by
the annual report was 30,521,760 ordinary shares, $0.0027 par value,
represented by 61,043,520 equivalent American Depositary Shares.

   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 which financial statement item the registrant elected
to follow.

   Item 17 [_]  Item 18 [X]

================================================================================

<PAGE>

                               TABLE OF CONTENTS

                                    PART I

<TABLE>
 <C>      <S>                                                              <C>

  Item 1. Identity of Directors, Senior Management and Advisers...........  5

  Item 2. Offer Statistics and Expected Timetable.........................  5

  Item 3. Key Information.................................................  6

  Item 4. Information on the Company...................................... 19

  Item 5. Operating and Financial Review and Prospects.................... 38

  Item 6. Directors, Senior Management and Employees...................... 54

  Item 7. Major Shareholders and Related Party Transactions............... 64

  Item 8. Financial Information........................................... 68

  Item 9. The Offer and Listing........................................... 69

 Item 10. Additional Information.......................................... 72

 Item 11. Quantitative and Qualitative Discussion About Market Risk....... 80

 Item 12. Description of Securities other than Equity Securities.......... 80

                                    PART II

 Item 13. Defaults, Dividends, Arrearages and Delinquencies............... 81

 Item 14. Material Modifications to the Rights of Security Holders and Use
            of Proceeds................................................... 81

 Item 15. [Reserved]...................................................... 81

 Item 16. [Reserved]...................................................... 81

                                   PART III

 Item 17. Financial Statements............................................ 81

 Item 18. Financial Statements............................................ 81

 Item 19. Exhibits........................................................ 84
</TABLE>

   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 one-half of one
ordinary share. Unless otherwise specified, all references to "equivalent ADSs"
assumes the conversion of each of our ordinary shares outstanding into two ADSs
based on the number of our ordinary shares outstanding as of the date indicated.

   Unless otherwise specified, all reference to U.S. dollars, dollars or $ are
to United States dollars, the legal currency of the United States of America.
All references to euro or (Euro) are to the euro, the legal currency of the
Republic of Ireland and the Federal Republic of Germany. All references to
IR(Pounds) are to Irish pounds, and all references to the Deutsche mark or the
DM are to the Deutsche mark. All references to sterling or U.K. pound sterling
are to the pound sterling, the legal currency of the United Kingdom. Unless
otherwise indicated, U.S. dollars have been converted from euro at the noon
buying rate for cable transfers in New York in foreign currencies certified by
the Federal Reserve Bank of New York on April 26, 2002, which was US$1.00
equals (Euro)1.11.

                                      2

<PAGE>

   Trademarks(C) 2002, all rights reserved. Trintech(TM), Trintech and "T"
logo(TM), Trintech The Secure Way to Pay and "T" logo(TM), S/PAY(TM),
PayWare(R), PayWare Everywhere(TM), PayWare Partner(TM), PayWare Powered(TM),
PayWare eIssuer(TM), PayWare ezCard(TM), PayWare eMerchant(TM), PayWare
Stores(TM), PayWare eStores(TM), PayWare Resolve(TM), PayWare ERP(TM), PayWare
Call Centers(TM), PayWare eVia 2000(TM), PayWare ePOS(TM), PayWare EMS(TM),
PayWare eCMS(TM), PayWare ReconNET(TM), PayWare Guardian(TM), PayWare Compact
9000I(TM), PayWare Compact 9400I(TM), PayWare 950pp(TM), PayWare PINPad(TM),
PayWare OpenPOS(TM), PayWare eMerchant(TM), PayWare PrePay(TM), PayWare
eAcquirer(TM), PayWare eIssuer(TM), PayWare ePS(TM), PayWare mAccess(TM),
IPS(TM) are trademarks of the Trintech Group. SET(TM) and SET Secure Electronic
Transaction(TM) are trademarks owned by SET Secure Electronic Transaction LLC.
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.

   For purposes of this Form 20-F, all references to "fiscal 1998" shall refer
to the fiscal year ended January 31, 1998, all references to "fiscal 1999"
shall refer to the fiscal year ended January 31, 1999, all references to
"fiscal 2000" shall refer to the fiscal year ended January 31, 2000, all
references to "fiscal 2001" shall refer to the fiscal year ended January 31,
2001, all references to "fiscal 2002" shall refer to the fiscal year ended
January 31, 2002 and all references to "fiscal 2003" shall refer to the fiscal
year ending January 31, 2003.

                                      3

<PAGE>

Forward-Looking Information

   This Annual Report on Form 20-F contains forward-looking statements based on
the beliefs of our management. Any statements contained in this Annual Report
on Form 20-F that are not historical facts are forward-looking statements as
defined in the U.S. Private Securities Litigation Reform Act of 1995. We have
based these forward-looking statements on our current expectations and
projections about future events, including:

    .  general economic and business conditions;

    .  attracting and retaining personnel;

    .  competition in the software and Internet industry;

    .  implementing our business strategy;

    .  developing and introducing new services and products;

    .  obtaining and expanding market acceptance of our services and products;
       and

    .  meeting our 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 us are intended to identify such
forward-looking statements. Such statements reflect our current 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 our 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 our 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 their dates. We undertake no obligation to publicly update or revise any
forward-looking statements.

                                      4

<PAGE>

                                    PART I

Item 1.  Identity of Directors, Senior Management and Advisers

   Not required.

Item 2.  Offer Statistics and Expected Timetable

   Not required.

                                      5

<PAGE>

Item 3.  Key Information

A.   Selected Financial Data

   The following selected consolidated statement of operations data for the
years ended January 31, 2000, 2001 and 2002 and the consolidated balance sheet
data at January 31, 2001 and 2002 are derived from our 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, 1998 and January 31, 1999 and the consolidated balance sheet
data at January 31, 1998, January 31, 1999, and January 31, 2000 are derived
from our 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 our consolidated
financial statements included elsewhere in this Form 20-F.

<TABLE>
<CAPTION>
                                                                            Year Ended January 31,
                                                       ---------------------------------------------------------------
                                                          1998         1999         2000         2001         2002
                                                       -----------  -----------  -----------  -----------  -----------
                                                       (in thousands of U.S. dollars, except share and per share data)
<S>                                                    <C>          <C>          <C>          <C>          <C>
Consolidated Statement of Operations Data:
Revenue:
   Product............................................ $    10,824  $    14,554  $    18,457  $    22,288  $    26,104
   License............................................       4,101        4,477        9,158       20,612       30,240
   Service............................................       1,721        2,002        2,629        6,140       11,997
                                                       -----------  -----------  -----------  -----------  -----------
      Total revenue...................................      16,646       21,033       30,244       49,040       68,341
                                                       -----------  -----------  -----------  -----------  -----------
Cost of revenue:
   Product............................................       8,352       10,851       12,034       15,110       19,476
   License............................................         334          648        2,981        6,718       10,448
   Service............................................       1,008        2,414        2,242        4,787        8,681
                                                       -----------  -----------  -----------  -----------  -----------
      Total cost of revenue...........................       9,694       13,913       17,257       26,615       38,605
                                                       -----------  -----------  -----------  -----------  -----------
   Gross margin.......................................       6,952        7,120       12,987       22,425       29,736
Operating expenses:
   Research and development...........................       1,729        3,676        8,892       19,601       20,597
   Sales and marketing................................       2,474        5,921        8,849       16,955       18,719
   General and administrative.........................       2,530        4,347        7,336       12,485       17,891
   Restructuring charge...............................          --           --           --           --        5,320
   Amortization of goodwill and intangible assets.....          --           --           --        7,001       31,705
   Impairment of goodwill and intangible assets.......          --           --           --           --       38,102
   Stock compensation.................................          --           --        2,068        5,279          840
                                                       -----------  -----------  -----------  -----------  -----------
      Total operating expenses........................       6,733       13,944       27,145       61,321      133,174
                                                       -----------  -----------  -----------  -----------  -----------
Income (loss) from operations.........................         219       (6,824)     (14,158)     (38,896)    (103,438)
Interest income (expense), net........................          18          272        1,208        6,855        2,961
Exchange (loss) gain, net.............................         (12)        (321)         842         (149)         523
                                                       -----------  -----------  -----------  -----------  -----------
Income (loss) before provision for income taxes.......         225       (6,873)     (12,108)     (32,190)     (99,954)
Provision for income tax..............................         (50)          --           (3)        (382)         (85)
                                                       -----------  -----------  -----------  -----------  -----------
Net income (loss)..................................... $       175  $    (6,873) $   (12,111) $   (32,572) $  (100,039)
                                                       ===========  ===========  ===========  ===========  ===========
Basic net income (loss) per Ordinary Share............ $      0.01  $     (0.43) $     (0.63) $     (1.18) $     (3.30)
                                                       ===========  ===========  ===========  ===========  ===========
Shares used in computation of basic net income (loss)
 per Ordinary Share...................................  15,688,335   16,157,831   19,309,964   27,704,705   30,341,559
                                                       ===========  ===========  ===========  ===========  ===========
Diluted net income (loss) per Ordinary Share.......... $      0.01  $     (0.43) $     (0.63) $     (1.18) $     (3.30)
                                                       ===========  ===========  ===========  ===========  ===========
Shares used in computation of diluted net income
 (loss) per Ordinary Share............................  15,688,335   16,157,831   19,309,964   27,704,705   30,341,559
                                                       ===========  ===========  ===========  ===========  ===========
Basic net income (loss) per equivalent ADS............ $      0.01  $     (0.21) $     (0.31) $     (0.59) $     (1.65)
                                                       ===========  ===========  ===========  ===========  ===========
ADSs used in computation of basic net income (loss)
 per equivalent ADS...................................  31,376,670   32,315,662   38,619,928   55,409,410   60,683,118
                                                       ===========  ===========  ===========  ===========  ===========
Diluted net income (loss) per equivalent ADS.......... $      0.01  $     (0.21) $     (0.31) $     (0.59) $     (1.65)
                                                       ===========  ===========  ===========  ===========  ===========
ADSs used in computation of diluted net income (loss)
 per equivalent ADS...................................  31,498,322   32,315,662   38,619,928   55,409,410   60,683,118
                                                       ===========  ===========  ===========  ===========  ===========
</TABLE>

                                      6

<PAGE>

<TABLE>
<CAPTION>
                                                             January 31,
                                              -----------------------------------------
                                               1998   1999     2000     2001     2002
                                              ------ -------  ------- -------- --------
                                                   (in thousands of U.S. dollars)
<S>                                           <C>    <C>      <C>     <C>      <C>
Consolidated Balance Sheet Data:
Cash and cash equivalents.................... $  272 $ 1,691  $10,862 $ 14,038 $  6,750
Marketable securities........................     --   7,178   48,830   87,388   47,976
Working capital..............................  1,449   9,437   57,803   85,783   52,569
   Total assets..............................  7,003  20,261   74,295  236,464  123,258
Non-current liabilities......................    546     935    1,127    3,437    2,065
Redeemable preference shares.................     --  17,760       --       --       --
   Total shareholders' equity (net capital
     deficiency).............................  1,642  (4,700)  61,116  187,360   90,431
</TABLE>

   See note 12 of the Notes to Consolidated Financial Statements for an
explanation of the method used to calculate basic and diluted net income (loss)
per equivalent ADS. Basic and diluted net income (loss) per equivalent ADS have
been calculated after giving effect to a two-for-one ADS split effected on
March 21, 2000. As a result of the two-for-one ADS split, each ordinary share
equals two equivalent ADSs.

Exchange Rates

   A significant portion of our 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 our 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.

   The Maastricht Treaty, to which each of the Republic of Ireland and the
Federal Republic of Germany is a signatory, provided that on January 1, 1999,
the euro became legal tender in those member states of the European Monetary
Union that satisfied the convergence criteria stated in the Maastricht Treaty
and so elected to adopt the euro as its legal tender, including Ireland and
Germany. The conversion rate between the Irish pound, which will continue to
have legal tender status through a transition period ending June 30, 2002, at
the latest, and the euro was fixed by the Council of the European Union at
IR(Pounds)0.787564. The conversion rate between the Deutsche mark, which will
continue to have legal tender status through a transition period ending June
30, 2002, at the latest, and the euro was fixed by the Council of the European
Union at DM 1.95583.

   On December 31, 1998, the Federal Reserve Bank of New York discontinued the
quotation of noon buying rates for currencies now denominated in euro,
including Irish pounds and Deutsche marks.

   Prices quoted for the ADSs on the Neuer Markt are quoted in euro. Prices
quoted for the ADSs on the Nasdaq National Market are quoted in U.S. dollars.

  Irish Pounds

   The table below presents, for the periods and dates indicated, information
concerning the noon buying rates for the Irish pound expressed in U.S. dollars
per IR(Pounds)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 Irish pound or U.S. dollar amounts referred to below could be or could
have been converted into U.S. dollars or Irish pounds at any particular rate or
at all.

<TABLE>
<CAPTION>
                                                                  Period  Period
Fiscal Year Ended January 31,                      High     Low   Average  End
-----------------------------                     ------- ------- ------- -------
<S>                                               <C>     <C>     <C>     <C>
1998............................................. $1.6082 $1.3655 $1.4881 $1.3670
1999 (through December 31, 1998).................  1.5410  1.3515  1.4301  1.4905
</TABLE>


                                      7

<PAGE>

  Deutsche Marks

   The table below presents, for the periods and dates indicated, information
concerning the noon buying rates for the Deutsche mark expressed in Deutsche
marks per US$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 Deutsche mark or U.S. dollar amounts referred to below could be or
could have been converted into U.S. dollars or Deutsche marks, at any
particular rate or at all.

<TABLE>
<CAPTION>
                                                               Period
Fiscal Year Ended January 31,                  High     Low    Average  Period End
-----------------------------                -------- -------- -------- ----------
<S>                                          <C>      <C>      <C>      <C>
1998........................................ DM1.8810 DM1.6399 DM1.7557  DM1.8315
1999 (through December 31, 1998)............   1.8542   1.6060   1.7521    1.6670
</TABLE>

  Euro

   The table below presents, for the period indicated, information concerning
the noon buying rates for the euro expressed in U.S. dollars per (Euro)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.

<TABLE>
<CAPTION>
                                                               Period  Period
  Fiscal Year Ended January 31,                 High     Low   Average  End
  -----------------------------                ------- ------- ------- -------
  <S>                                          <C>     <C>     <C>     <C>
  1999 (from January 1, 1999)................. $1.1812 $1.1371 $1.1371 $1.1371
  2000........................................  1.1303  0.9757  1.0453  0.9757
  2001........................................  1.0060  0.8270  0.9170  0.9308
  2002........................................  0.9395  0.8370  0.8854  0.8594
</TABLE>

<TABLE>
<CAPTION>
           Month                                         High   Low
           -----                                        ------ ------
           <S>                                          <C>    <C>
           2001
              November................................. 0.9044 0.8770
              December................................. 0.9044 0.8773
           2002
              January.................................. 0.9031 0.8594
              February................................. 0.8778 0.8613
              March.................................... 0.8836 0.8652
              April (through April 22, 2002)........... 0.8898 0.8750
</TABLE>

B.  Capitalization

   Not required.

C.  Reasons for the Offer and Use of Proceeds

   Not required.

D.  Risk Factors

   In addition to other factors identified in this Form 20-F, the following
risk factors could materially and adversely affect our future operating
results, and could cause actual events to differ materially from those
predicted in our forwarding looking statements relating to our business.

                                      8

<PAGE>

We emphasized e-commerce software for Internet payment transactions, an area in
which we have limited experience.

   We introduced our first e-commerce software product for Internet payment
transactions in 1996, and the majority of our e-commerce products and modules
that we currently market have been released in the last three years. As a
result, we have a limited operating history in developing, marketing and
selling our e-commerce software, which makes the prediction of future operating
results for this portion of our business very difficult. A substantial majority
of our research and development expenses in the past three years has related to
e-commerce software for payment card transactions, and this effort will
continue to account for a significant percentage of our total research and
development expenses. Demand for our e-commerce software may not increase and
these products may not gain market acceptance. If we fail to increase sales of
our e-commerce software, our future revenue and net income, as well as the
prospects for this critical portion of our business, will be materially
adversely affected.

The standards for e-commerce payment transactions that we support may not
achieve broad market acceptance or market acceptance may be slower than
anticipated.

   A significant part of our business strategy is to continue to develop
software products that support both SSL and SET standards for payment card
transactions over the Internet. If neither achieves broad market acceptance,
our results of operations and prospects will be materially adversely affected.
In addition, if a new standard emerges that is more accepted by the
marketplace, we may not be successful in developing products that comply with
that standard on a timely basis, or at all.

   The SSL standard was developed in 1996, but it has not achieved broad
acceptance outside of North America. In particular, SSL has not achieved broad
acceptance in Europe, which is currently our primary market for our e-payment
solutions for payment card transactions in the physical world. The SET standard
was first implemented in 1997 to address perceived security limitations of SSL.
However, the SET standard has been adopted at a slower rate than we originally
anticipated, and currently the SET standard has achieved limited market
acceptance, particularly in the United States. Because our product development
efforts have focused on these two standards, future sales of our e-payment
products for Internet transactions and the rate of revenue growth attributable
to these products, will be materially adversely affected if these standards do
not achieve broad market acceptance.

   Part of our strategy has been, and continues to be, to develop products that
support the SET standard. We pursue this strategy because we believe that
marketing SET-compliant products can differentiate us from competitors that do
not market SET-compliant products. We further believe that this differentiation
is important to our business because the level of competition relating to SSL
products is significantly greater than that relating to SET products. However,
the adoption of SET has been impeded by several factors, including:

    .  the ease of using SSL as compared to SET

    .  limited financial incentives for cardholders and merchants to use SET

    .  the installed base of SSL technology, including embedded functionality
       in Netscape products

   If SET technology is not broadly adopted, we will lose a potential
competitive advantage, and our prospects and results of operations could be
materially adversely affected.

   The 3 Domain SSL standard has evolved from SSL. While it has not yet
obtained market acceptance, we are currently developing products to comply with
the standard. If 3 Domain SSL does gain market acceptance and we are unable to
develop products which meet this standard, our business, results of operations
and prospects could be materially adversely affected.

                                      9

<PAGE>

To be successful, we will need to effectively respond to future changes in the
rapidly developing markets in which we sell our software products.

   The markets for our e-payment software solutions for the physical world and,
in particular, for payment card transactions over the Internet, are rapidly
evolving. This market is influenced by rapidly changing technologies, evolving
industry standards, changes in customer requirements and preferences and
frequent introductions of new products and services embodying new technologies.
Our ability to design, develop, introduce and support new e-payment software
products and enhancements to existing products on a cost effective and timely
basis that meet changing market needs and respond to technological developments
is critical to our future success. In addition, these products will need to
support industry standards and interoperate with a variety of third parties'
products, including those of our competitors. We may be unable to develop
interoperable products, and widespread adoption of a proprietary or closed
e-payment standard could preclude us from effectively doing so. Also, the
number of businesses and cardholders engaged in e-commerce may not grow or
could decrease, reducing the potential market for our e-commerce products.

The market for e-payment solutions for mobile and wireless e-commerce may not
develop and, if it does develop, we may not be able to develop products that
successfully compete in this market, either of which would significantly impact
our financial results and prospects.

   In February 2000, we announced the availability of our first e-payment
solution for making online purchases from mobile phones. We have begun to
market and sell this mCommerce payment product, and we have a limited sales
history for this product. We intend to invest a significant portion of our
future research and development expenses to enhance this first product and to
develop one or more additional products for the m-commerce payment market,
including products for mobile phones, PDAs, televisions and other wireless
devices. However, we cannot predict whether we will be successful in these
development efforts or whether our existing product or any future mCommerce and
wireless e-commerce products will gain market acceptance. We do not currently
expect to recognize significant revenue from mCommerce products until at least
fiscal 2004. In addition, if this market develops, we may face significant
competition from major telecommunication service providers and mobile phone
handset and equipment providers, among others. These companies have
significantly more resources than us and may develop new standards for payment
card transactions over mobile phones, PDAs, televisions and other wireless
devices which we do not address and may not be able to support in the future.
In addition, these companies may provide similar products to ours at a lower
cost or at no cost to facilitate sales of their telecom equipment, mobile
phones and other wireless devices. If we fail to generate significant sales of
our mCommerce and wireless e-commerce payment products, our future revenue and
net income, as well as the prospects for this portion of our business, will be
materially adversely affected.

We depend on sales of our electronic point-of-sale systems for payment card
transactions for a substantial portion of our total revenue.

   A substantial portion of our total revenue historically has been derived
from the sale of our electronic payment card point-of-sale system products. We
expect that these products will continue to account for a significant
percentage of our total revenue through at least fiscal 2003. We have
historically marketed our electronic PoS system products solely in Europe, and
particularly in Germany. For fiscal 2002, our customers in Germany accounted
for over 88% of our electronic PoS system product revenues. We intend to
continue to focus substantially all of our marketing efforts for our electronic
PoS system products in Europe, and particularly in Germany. As a result, our
future results of operations will depend on continued market demand for, and
acceptance of, these products in Europe in general and Germany in particular. A
reduction in demand for our electronic PoS system products could have a
material adverse effect on our business, financial condition and results of
operations.

                                      10

<PAGE>

Average selling prices for electronic PoS system products may continue to
decline, adversely affecting our results of operations, particularly our
revenue and operating and net income.

   The market for electronic PoS system products is characterized by increasing
price competition, which historically has caused the average selling prices of
our electronic PoS systems to decrease over the life of each product. We expect
this trend to continue. To offset declines in the average selling prices of our
electronic PoS system products, we will need to reduce the cost of these
products by implementing cost reduction design changes, obtaining cost
reductions as and if volumes increase and successfully managing manufacturing
and subcontracting relationships. We do not operate our own manufacturing
facilities, and, as a result, we may not be able to reduce our costs as rapidly
as companies that operate their own manufacturing facilities. If we do not
design and introduce lower cost versions of our electronic PoS system products
in a timely manner or successfully manage our manufacturing relationships,
margins on our electronic PoS system products will decrease. A decrease in
margins or an accelerated decrease in average selling prices could have a
material adverse effect on our business, financial condition and results of
operations.

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 in the Irish pound and the euro. In particular
the value of the U.S. dollar impacts our operating results. Our expenses are
not necessarily incurred in the currency in which revenue is 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 Irish pound or the euro relative
to other currencies could adversely affect our business and results of
operations. For example, sales of our electronic PoS systems in Germany are
denominated in euro while a portion of the related manufacturing costs are
denominated in U.K. pounds sterling. As a result, in the year ended January 31,
2002, margins on electronic PoS systems were negatively impacted.

   In addition, our consolidated financial statements are prepared in euro and
translated to U.S. dollars for reporting purposes. As a result, even when
foreign currency expenses substantially offset revenues in the same currency,
our net income may be diminished, or our net loss increased, when reported in
U.S. dollars in our financial statements.

Our quarterly and annual operating results are difficult to predict because
they can fluctuate significantly. This limits your 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. In addition, our revenue is
difficult to predict for several reasons. As a result, we believe that our
quarterly revenue, expenses and operating results are likely to vary
significantly in the future. Thus, it is likely that in some future quarters
our results of operations will be below the expectations of public market
analysts and investors, which could have a severe adverse effect on the trading
price of our ADSs.

   We also believe that period-to-period comparisons of our quarterly operating
results are not necessarily meaningful and that, as a result, these comparisons
should not be relied upon as indications of our future performance.

   Quarterly and annual fluctuations have been, and may in the future be,
caused by factors which include:

    .  the size and timing of orders

    .  currency fluctuations

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    .  product mix

    .  the rate of acceptance of new products, product enhancements and
       technologies

    .  purchasing and payment patterns of our customers

    .  our pricing policies and those of our competitors

    .  integration of our acquisitions and any future acquisitions

    .  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

    .  delays in availability of new or existing products

    .  product or service quality problems

    .  impact of unadapted declines in net revenue in a particular quarter as
       compared to relatively fixed nature of the Company's expenses in the
       short term

    .  impairment charges arising from recent acquisitions or future
       acquisitions

   In addition, our revenue is difficult to predict for the following reasons:

    .  we have generally recognized a substantial portion of our revenue in the
       last month of each quarter

    .  the market for our e-commerce products is new and rapidly changing

    .  the sales cycle for our products is typically 6 to 12 months and varies
       substantially from customer to customer

   Over the past few years, we have substantially increased our investment in
our infrastructure, and we expect to continue to do so. As a result, if revenue
in any quarter falls below expectations, expenditure levels could be
disproportionately high as a percentage of revenue, and our business and
operating results for that quarter would be adversely affected, perhaps
materially.

We derive a significant amount of our revenues from a limited number of
customers.

   A significant percentage of our revenue is derived from a limited number of
our customers. Approximately 25% of our total revenue for the year ended
January 31, 2002, was attributable to our three largest customers in the year.
The loss of any major customer, or any reduction or delay in orders by any
major customer, could have a material adverse effect on our business, financial
condition and results of operations.

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

   We have developed strategic relationships with larger, public companies. We
rely 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 will need to establish additional strategic
relationships to be successful.

   Two of the companies with which we have developed strategic relationships
are VISA International and MasterCard International. We believe that our
reputation has benefited from past transactions and joint press releases with
VISA and MasterCard, as well as from VISA's equity investment in us in 1998.
Neither VISA nor

                                      12

<PAGE>

MasterCard is obligated to continue to conduct business or marketing activities
with us. VISA's or MasterCard's endorsement of one or more of our competitors
to our exclusion could cause existing customers to switch to competitors and
could materially adversely affect our ability to add new customers.

We may fail to adequately integrate acquired products, technologies or
businesses.

   Over the past several years, we evaluated opportunities to acquire
additional product offerings, complementary technologies and businesses and
made five such acquisitions. Any of the acquisitions we have made could result
in difficulties assimilating acquired products, technologies and businesses,
amortization of acquired intangible assets, impairment of goodwill and
diversion of our management's attention. As a result of our acquisitions our
operating expenses have increased and may increase further to reflect continued
integration of the acquired businesses. Further, the revenues from the acquired
businesses may not be sufficient to support the costs associated with those
businesses without adversely affecting our operating margins. Our management
has limited experience in assimilating acquired organizations and products into
our operations. We may not be able to continue to integrate successfully any
products or technologies or businesses that might be acquired in the future,
and the failure to do so could have a material adverse effect on our business
and results of operations.

   During fiscal 2003, we intend to continue to evaluate opportunities to
acquire additional product offerings, complementary technologies and
businesses. We may be unable to locate attractive opportunities or acquire any
that we locate on attractive terms. Future acquisitions could result in
potentially dilutive issuances of equity securities, the expenditure of a
significant portion of our available cash, the incurrence of debt and
contingent liabilities, which could materially adversely affect our results of
operations. Product and technology acquisitions entail numerous risks,
including difficulties in the assimilation of acquired operations, technologies
and products, diversion of management's attention to other business concerns,
risks of entering markets in which we have no or limited prior experience and
the potential loss of key employees of acquired companies. Further, the
revenues from the acquired businesses may not be sufficient to support the
costs associated with those businesses, without adversely affecting our
operating margins in the future. We may be unable to integrate successfully any
operations, personnel or products that have been acquired or that might be
acquired in the future and our failure to do so could have a material adverse
effect on our results of operations.

Our success depends on our ability to expand our direct sales force.

   We have sold our products almost exclusively through our direct sales force.
Our future revenue growth will depend in large part on our ability to recruit,
train and manage additional sales personnel worldwide. We have experienced and
continue to experience difficulty in recruiting qualified sales personnel, and
the market for these personnel is highly competitive. We may not be able to
successfully expand our direct sales force, and any expansion of the sales
force may not result in increased revenue. Our business and results of
operations will be materially adversely affected if we fail to successfully
expand our direct sales force.

Our growth may be limited if we fail to build an indirect sales channel.

   Indirect sales channels accounted for approximately 6% of our total revenue
in fiscal 2002. We have established relationships with a limited number of
resellers and systems integrators and consultants. These are new, early-stage
relationships and, as such, are generally untested. Our existing indirect
channels will have to generate significant revenue, and we will need to
establish additional indirect channels to be successful.

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 e-payment software and electronic PoS systems is mature and
intensely competitive, and we expect competition to continue to increase. Our
competitors include Verifone, Ingenico and Hypercom for our electronic PoS
system products, and IBM and Transaction System Architects for our e-payment
software. In

                                      13

<PAGE>

addition, the companies with whom we have strategic relationships could develop
products or services which compete with our products or services. Further,
several of the customers who currently use our products or the public companies
with whom we have entered into strategic relationships to use and market our
products may develop competing products. 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. Some competitors in our market have longer operating
histories, significantly greater financial, technical, marketing and other
resources, greater brand recognition and a larger installed customer base than
we do. In addition, current and potential competitors may make strategic
acquisitions or establish cooperative relationships to expand their product
offerings and to offer more comprehensive e-payment solutions. We also expect
to face additional competition as other established and emerging companies
enter the market for e-payment solutions.

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. The loss of one or more members of our senior management
could have a material adverse effect on our business and prospects.

If we are unable to attract and retain highly skilled personnel with experience
in the e-payment and banking industries, we may be unable to grow our business.

   The market for qualified personnel with experience in the e-payment and
banking industries in general, and software engineers with this experience in
particular, is highly competitive. Our strategic plan requires continued
investment in research and development and sales and marketing personnel.
Failure to successfully attract, hire, assimilate and retain qualified
personnel could limit the rate at which we develop new products and generate
sales, which could have a material adverse effect on our business, prospects
and results of operations.

Our reliance on third parties to manufacture our electronic PoS system products
involves risks, including, in particular, reduced control over the
manufacturing process and product quality.

   Our electronic PoS system products are manufactured by Plexus, Fujitsu and
VeriFone. Our reliance on outsourced manufacturers involves significant risks,
including:

    .  reduced control over delivery schedules, quality assurance and cost

    .  the potential lack of adequate manufacturing capacity

    .  the potential misappropriation of our intellectual property

   We must make binding forecasts as much as three months in advance of
expected delivery dates. If product sales do not meet these forecasts, our
cashflow would be adversely impacted, and the risk that our inventory could
become obsolete would increase. If Plexus or Fujitsu or VeriFone cease
manufacturing our electronic PoS system products or increase their prices, we
may not be able to rapidly obtain alternative capacity at a comparable price.
Any delay in delivery of products to our customers or any increase in
manufacturing costs could have a material adverse effect on our business and
results of operations.

   We have in the past received products that contained defects from our
manufacturers. Because we warrant the quality of our electronic PoS system
products to our customers, we have been required to repair or replace defective
products at our own expense. This expense has in the past exceeded the amounts
reimbursed to us by the manufacturers. However, any repetition of these or
similar problems could have a material adverse effect on our reputation,
business and results of operations.

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<PAGE>

We may not be able to timely respond to rapid technological changes that impact
our business.

   The markets for our e-payment software and electronic PoS system solutions
are susceptible to rapid changes due to technology innovation, evolving
industry standards, changes in customer and cardholder needs and frequent new
product introductions. We will need to use leading technologies effectively,
continue to develop our technical expertise and enhance our existing products
on a timely basis to compete successfully in these markets. We may not be
successful in achieving these business requirements.

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.

   Our success depends in part on our ability to protect our rights in our
e-payment and PoS system technology. We rely upon a combination of patents,
contractual rights, trade secrets, copyright laws and trademarks to establish
and protect these 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 have not signed protective agreements in every case nor
can we assure you that any of our proprietary rights with respect to our
products will be effective. 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, or have adequate remedies in the
event of, a breach.

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.

   We believe that our products do not infringe upon the intellectual property
rights of others and that we have all rights necessary to use the intellectual
property employed in our business. However, we have not performed patent
searches for all of the technologies encompassed in our products. Third parties
may in the future claim that our current or future products infringe their
proprietary rights. Any infringement claim, with or without merit, could result
in costly litigation or require us to reengineer or cease sales of our
products, any of which could have a material adverse effect on our business,
financial condition, results of operations and prospects. Infringement claims
could also require us to enter into royalty or licensing agreements. Licensing
agreements, if required, may not be available on terms acceptable to us or at
all.

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 state and
federally chartered banks and savings and loan associations. These customers,
as well as customers in other industries that we plan to target in the future,
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 timely and
cost-effectively respond 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.

   Exports of software products utilizing encryption technology are generally
restricted by the U.S., Irish, German and various other foreign governments.
Our inability to obtain and maintain required approvals under these regulations
could adversely affect our ability to sell our products. Also, U.S., Irish,
German or other foreign legislation or regulations may further limit levels of
encryption or authentication technology that may be sold or exported. Any
export restrictions of this sort, new legislation or regulations, or increased
costs of compliance could have a material adverse effect on our business,
results of operations and prospects.

                                      15

<PAGE>

   Our electronic PoS system products must comply with standards established by
telecommunications authorities in various countries, as well as with
recommendations of quasi-regulatory authorities and standards-setting
committees. Failure to comply with these standards and recommendations could
limit our ability to sell these products.

Rapid growth could strain our personnel and systems.

   Over the past several years we have experienced rapid expansion of our
operations in multiple countries, which has placed, and is expected to continue
to place, significant demands on our administrative, operational and financial
personnel and systems. Because of these demands, we hired a significant number
of employees in fiscal 2001. The integration of the acquired businesses
resulted in employee reductions and associated costs in 2001 and 2002. Our
inability to train and integrate our employees and promptly address and respond
to rapid growth if it occurs could have a material adverse effect on our
business and results of operations.

Trading in our shares could be subject to extreme price fluctuations and the
holders of our ADSs could have difficulty trading their shares.

   The market for shares in newly public technology companies is subject to
extreme price and volume fluctuations, often unrelated to the operating
performance of these companies. Due to the volatility of our stock price, we
may in the future be the target of securities class action litigation.
Securities litigation could result in substantial costs and divert our
management's attention and resources. In addition, although our ADSs are quoted
on the Nasdaq National Market and the Neuer Markt, the daily trading volume has
been limited. An active trading market may not develop or be sustained. In
addition, the Neuer Markt is a new trading market. The Neuer Markt may
experience delays in settlement and clearance as trading volume increases.
These factors could adversely affect the market price of the ADSs.

The rights of shareholders in Irish corporations may be more limited than the
rights of shareholders in United States and German 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 or German
corporations. In particular, Irish law significantly limits the circumstances
under which shareholders of Irish corporations may bring derivative actions.

Our three largest shareholders have the ability to significantly 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 three largest shareholders have the ability to significantly influence
the election of directors and the outcome of all corporate actions requiring
shareholder approval. This concentration of ownership also may have the effect
of delaying or preventing a change in control of us, which in turn could reduce
the market price of our ADSs.

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

   We have operations and may generate a significant portion of our taxable
income in the Republic of Ireland in the future. Currently, some of our Irish
subsidiaries are taxed at rates substantially lower than U.S. or German 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. In addition, if German, U.S. or
other foreign tax authorities were to change applicable tax laws or
successfully challenge the manner in

                                      16

<PAGE>

which our subsidiaries' profits are currently recognized, our taxes could
increase, and our business, cash flow, financial condition and results of
operations could be materially adversely affected.

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

   As required by the Neuer Markt, we have adopted the takeover code
recommended by the Stock Exchange Expert Commission at the German Federal
Ministry of Finance. Although this takeover code does not have the force of
law, it is generally required by the Frankfurt Stock Exchange that companies
listed on the Neuer Markt acknowledge these takeover provisions. The
applicability of the takeover code, as well as provisions of our articles of
association and Irish law, could delay, defer or prevent a change of control of
us, which in turn could reduce the market price of our ADSs. In addition, the
rights of our shareholders under the takeover code could differ from the rights
of shareholders under the United States federal and state laws governing tender
offers and takeovers.

New versions and releases of our products may contain errors or defects.

   Our e-payment software products and PoS devices are complex and,
accordingly, may contain undetected errors or failures when first introduced or
as new versions are released. This may result in the loss of, or delay in,
market acceptance of our products. We have in the past discovered software
errors in our new releases and new products after their introduction. We have
experienced delays in release, lost revenues and customer frustration during
the period required to correct these errors. We may in the future discover
errors and additional scalability limitations in new releases or new products
after the commencement of commercial shipments.

We could be subject to potential product liability claims and third party
liability claims related to products and services.

   Our e-payment software products are used for the processing of payment card
transactions over the Internet and in the physical world. Additionally, we are
developing products for processing e-payment transactions using mobile phones,
PDAs, televisions and other wireless devices. Any errors, defects or other
performance problems could result in financial or other damages to our
customers. 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 these limitation
of liability provisions. The law relating to the liability of providers of
listings of products and services sold over the Internet for errors, defects or
other performance problems with respect to those products and services is
currently unsettled. 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 offerings.

In the future we may need to raise additional capital in order to remain
competitive in the e-payment industry. This capital may not be available on
acceptable terms, if at all.

   We believe that our existing cash and cash equivalents and our anticipated
cash flow from operations will be sufficient to meet our working capital and
operating resource expenditure requirements for at least the next year. After
that, we may need to raise additional funds and we cannot be certain that we
will be able to obtain additional financing on favorable terms, if at all. If
we cannot raise funds on acceptable terms, if and when needed, we may not be
able to develop or enhance our products and services, take advantage of future
opportunities, grow our business or respond to competitive pressures or
unanticipated requirements, which could seriously harm our business.

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We depend on increasing use of the Internet and on the growth of electronic
commerce. If the use of the Internet and electronic commerce do not grow as
anticipated, our business will be seriously harmed.

   Our business depends on the increased acceptance and use of the Internet and
wireless networks as a medium of commerce. Rapid growth in the use of the
Internet and wireless networks is a recent phenomenon.

   As a result, acceptance and use may not continue to develop at historical
rates and a sufficiently broad base of business customers may not adopt or
continue to use the Internet and wireless networks as a medium of commerce.
Demand and market acceptance for recently introduced services and products over
the Internet and wireless networks are subject to a high level of uncertainty,
and there exist few proven services and products. Our business would be
seriously harmed if:

    .  Use of the Internet, wireless networks, and other online services does
       not continue to increase or increases more slowly than expected;

    .  The technology underlying the Internet, wireless networks, and other
       online services does not effectively support any expansion that may
       occur; or

    .  The Internet, wireless networks, and other online services do not create
       a viable commercial marketplace, inhibiting the development of
       electronic commerce and reducing the need for our products and services.

We are subject to a pending legal proceeding and may become subject to
additional proceedings and adverse determinations in these proceedings could
harm our business.

   We may be from time to time involved in various lawsuits and legal
proceedings, which arise in the ordinary course of business. An adverse
resolution of these matters could significantly negatively impact our financial
position and results of operations.

Demand for our products and services may be especially susceptible to adverse
economic conditions.

   Our business and financial performance may be damaged by adverse financial
conditions affecting our target customers or by a general weakening of the
economy. Some companies may not view our products and services as critical to
the success of their businesses. If these companies experience disappointing
operating results, whether as a result of adverse economic conditions,
competitive issues or other factors, they may decrease or forego software or
e-payment product expenditures before limiting their other expenditures or may
be unable to fulfill existing commitments.

   In addition, the general condition of the economy, and by extension our
business, can be affected by social, political and military conditions. For
example, the terrorist events of September 11, 2001 and their aftermath had a
material adverse effect on our third and fourth quarter revenues, particularly
our service revenue. It is not possible to predict the outcome of the recent
escalation of hostilities between the United States and certain countries and
persons related to the events of September 11. The continuation of these
hostilities could result in further weakness in the economy which would have an
adverse impact on our operating results and financial condition.

We have incurred losses during our operating history. These losses may continue
for the foreseeable future, and we may not achieve or maintain profitability.

   We incurred net losses of $100.0 million in fiscal year 2002, $32.6 million
in fiscal year 2001, and $12.1 million in fiscal year 2000. As of January 31,
2002, we had an accumulated deficit of $154.2 million. We expect to continue to
incur losses on both a quarterly and annual basis, and may continue to do so
for the foreseeable future. Moreover, we expect to continue to incur
significant costs of services and substantial operating expenses. Therefore, we
will need to significantly increase our revenues to achieve and maintain
profitability and a positive cash flow. We may not be able to generate
sufficient revenues to achieve profitability.

                                      18

<PAGE>

   Our declining cash balance and volatile stock price may affect our potential
and current customers' and partners' perception of our viability, which in turn
could affect our ability to close sales and partnership transactions.
Notwithstanding the fact that we have a substantial cash balance, concerns
about our perceived financial viability were a factor in multiple potential and
actual customer transactions and partner relationships during fiscal year 2002.
We attribute these concerns primarily to the following: we are not yet
profitable and thus must use our cash balance (offset by revenues) to fund our
operations; our stock price experienced a dramatic decline from 2000 into 2001;
our stock price has been, and continues to be, extremely volatile; and many of
our competitors are better funded, more established, or significantly larger
than we are.

   We will continue to use our cash balance (offset by revenues) to fund our
operations until we achieve profitability (which may not occur); thus, our cash
balance will continue to decline during fiscal year 2003. Therefore, if these
conditions do not improve significantly in fiscal year 2003, we expect these
concerns about our perceived viability to continue throughout fiscal year 2003.

Because our stock price is low and volatile, we could be at risk of having our
stock delisted from the NASDAQ, which would harm our business in a number of
ways.

   Our stock is publicly traded on the Nasdaq Stock Market, or NASDAQ. NASDAQ
rules allow the stock of a company whose stock price remains below $1 per share
for 30 consecutive business days to be delisted (removed from the NASDAQ
exchange such that shares can no longer be traded on NASDAQ), unless the
company's stock price exceeds $1 for at least 10 consecutive business days
within a 90-day grace period. While NASDAQ voluntarily suspended enforcement of
this rule for a period during 2001, when many companies' stocks (including
ours) were trading near or below the $1 level, there can be no assurance that
NASDAQ will not enforce this rule in the future. Our stock price was near or
below $1 for portions of fiscal year 2003.

   If our stock were to be delisted from NASDAQ, it is likely that customers,
partners, and potential sources of funding would be less likely to do business
with us on terms that we viewed as reasonable, and our operating results would
suffer accordingly.

Cost-reduction efforts may adversely impact our productivity and service levels.

   During fiscal year 2002, we instituted various cost-control measures
affecting various aspects of our business operations. We had a reduction in our
workforce of approximately 18% in fiscal required to take additional
cost-saving actions to reduce our losses and to conserve cash. The failure to
achieve such future cost savings could have a material adverse effect on our
financial condition. Moreover, even if we are successful with these efforts and
generate the anticipated cost savings, there is no assurance that these actions
will not adversely impact our employees' morale and productivity, the
competitiveness of our products and business, and the results of our operations.

The recoverability of our investment in intangible assets could be reduced by
several factors.

   As of January 31, 2002, we had approximately $15.5 million of net intangible
assets capitalized on our balance sheet. We believe these intangible assets are
recoverable. However, changes in the economy, the business in which we operate,
and our own relative performance could change the assumptions used to evaluate
the recoverability of intangible assets. We continue to monitor those
assumptions and their effect on the estimated recoverability of our intangible
assets.

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. On August 23, 1999, our shareholders resolved by
special resolution to re-register us as a public limited company.

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<PAGE>

Our registered office and principal place of business is Trintech Building,
South County Business Park, Leopardstown, Dublin 18, Ireland. Our telephone
number at that address is +353 1 2074000.

  Important Events and Recent Acquisitions

   On November 13, 2001, we acquired VeriFone's secure payment infrastructure
and Internet payment ePS product line, for total consideration of $3.4 million.
The consideration comprises $3.3 million in cash and related acquisition costs
of $100,000. VeriFone's ePS product line is a complete e-commerce payment
management solution aimed at large retailers, financial institutions, network
operators and other multiple service providers. The acquisition was accounted
for under the purchase method of accounting.

   During fiscal 2000, 2001 and 2002 we invested $1,904,000, $3,744,000 and
$2,849,000 respectively, for the purchase of furniture, fixtures and equipment,
for further investment in our management information systems and for capital
expenditures relating to increased employee headcount.

B.  Business Overview

   We are a leading provider of secure e-payment infrastructure solutions for
payment transactions. We develop, market and sell a comprehensive suite of
software and electronic PoS systems that enable electronic payments in both the
physical and virtual world. We offer vendor-neutral, open software solutions
that provide a highly secure e-payment solution for our customers. Our
customers include banks, card associations, financial transaction processors
and merchants in major markets including Germany, the United Kingdom, the
United States and South America. Through our portfolio of feature-rich software
products and electronic PoS systems, we offer solutions for each of the parties
to an e-payment transaction--the bank or other financial transaction processor,
the merchant and the cardholder. Our comprehensive suite of software and
electronic PoS system products enable secure end-to-end payment solutions to
automate the entire e-payment transaction process.

  The E-Payment Industry

   The e-payment industry has rapidly grown throughout the world since the
1970s when banks and merchants first began to encourage widespread use of
credit cards and other forms of cashless payment by consumers. Use of these
cards has increased significantly: first at the countertop in a merchant's
store, and later through mail order, telephone order and more recently via the
Internet. In addition, the introduction of new payment card alternatives, such
as chip-based smart cards, prepay and debit cards has further fueled both the
use of payment cards and the overall growth of the e-payment industry.

   The growth of the World Wide Web in the 1990s led to enormous expectations
regarding the potential market opportunities of the Internet for electronic
commerce. Due to the global reach of the Internet, combined with the lower
transaction costs compared to the traditional retail market place and the
increasing use of the Internet for a broad range of business-to-business and
business-to-consumer activities, electronic retailers (e-tailers) began to
compete with real-world retailers for their customers. Over time, real world
merchants also sought to access this growing market. Large merchants now accept
the need for both a physical and a virtual presence. According to International
Data Corporation, by 2005, global Internet users will reach 941.8 million, up
from 497.7 million recorded in 2001. By the end of 2002, over 600 million
people will access the Internet worldwide, spending over US$1 trillion, while
in 2001, global e-commerce revenue grew 73.4%, to US$615.3 billion, up from
US$354.9 billion in 2000./(1)/ Emerging channels for Internet access, such as
mobile phones, PDAs and other wireless devices for wireless Internet access,
are expected to further fuel the growth of e-commerce. This growth in the
variety of devices that can access the payment infrastructure creates potential
for companies who supply software to manage this interface.
--------
/(1)/ "Western Europe Closes Online Gap With US," PR Newswire, 19 February 2002.

                                      20

<PAGE>

   With the emergence of the electronic payment market through an increasing
array of channels using a variety of different payment methods, the financial
institution/merchant is increasingly aware of the need to have a comprehensive
and effective solution in place to ensure secure electronic payments. Payment
cards have emerged as the predominant means of making purchases over the
Internet and there is an increased risk that payment card fraud and repudiation
can occur online. According to a study conducted by VISA International, several
member banks in its European region were experiencing repudiation and
discovered that approximately 50% of all disputes relate to Internet
transactions, while transactions originating on the Internet represented only
2%-3% of total transaction volumes. As the number of people with the ability to
access this medium continues to rise and the size of the market increases, the
need for secure payments is more important than ever.

   Encouraged by the major card schemes, demand is accelerating for smart card
technology. A smart card is a plastic card with an embedded chip that has
memory and logic. Europay, MasterCard and VISA are insisting on a rollout of
EMV compliant chip cards by 2005. VISA believes that 90% of European VISA cards
will carry a chip by 2005 and has declared that, by 2005, any European banks
that have not invested in chips should be responsible for any fraud losses that
chips would have prevented./(2)/ This replacement program creates immediate
opportunity for hardware manufacturers.

   In addition, the software that enhances the functionality of these smart
cards is becoming increasingly important and a way for card manufacturers to
migrate up the value chain. Gartner Group estimates that smart cards will grow
at a rate of 32.4% per year to reach over 1.76 billion units by 2004./(3)/
According to Dataquest, the worldwide smart-card market should grow from a
value of US$2.2 billion in 1999 to US$9.1 billion in 2004, representing a
Compound Annual Growth Rate (CAGR) of 33%.

   Another area showing strong growth is the prepay market. The growth of this
market has coincided with the growth and relative maturity of the mobile phone
market. Originally, prepay was necessary to allow mobile carriers to capture
customers who did not have good credit standing. However, as the market
developed, customers began signing up for this service as a means of
controlling their spending and for freedom from commitment to a post-pay
service. The Western European prepaid market is made up of 50% of all
subscribers, with 95% of all new subscribers being signed up on this basis./(4)/

   Debit card usage is also growing strongly. According to the Nilson Report,
the number of U.S. consumer purchases is projected to grow to 152 billion by
2010, up from 79 billion in 1999. The portion of these payments conducted
electronically is expected to rise from 25% (28 billion) to 47% (71 billion)
during this same period, with half of this growth coming from debit card usage.
Nilson estimates that debit transaction volumes will grow by a Compound Annual
Growth Rate of 14.5% between 1999 and 2010 (a Compound Annual Growth Rate of
19.2% between 1999 and 2005).

   This is mostly at the expense of checks and other paper-based payment
vehicles. This translates into an increase in overall U.S. card purchase volume
from $1.3 trillion in 2000, to a projected $4.8 trillion in 2010./(5)/

   The growth of payment card transactions and the evolution in the channels of
electronic payment, in conjunction with increased payment card fraud, has
driven the need for more comprehensive, secure and effective hardware and
software payment products that will cost-effectively process and manage these
transactions.
--------
/(2)/ "VISA Chips in with investment to transform credit card transactions,"
      Irish Times, March 2002.
/(3)/ "Smartcards: Looking for Consumer Demand," Gartner Group, January 2001.
/(4)/ Trust5 PrePay Top Up White Paper.
/(5)/ Source: "Credit and Debit Cards: Power at the Point of Sale...A Card
      Processing Overview," Robinson-Humphrey, 20 July 2001.

                                      21

<PAGE>

  E-Payment Transactions

   Each of the participants in an e-payment transaction operates within a
framework of policies and standards established by card associations such as
VISA and MasterCard and card companies like American Express and Discover
Financial Services. These associations have established the network and
processing infrastructures required to authorize payments and transfer funds,
and have implemented large-scale marketing programs to promote consumer and
merchant acceptance of existing card brands and new card-related products. The
global acceptance of payment cards and the convenience they provide facilitate
business-to-consumer and business-to-business commerce in the physical world
and over the Internet. With the emergence of e-payment, financial institutions,
merchants and customer have recognized the need for secure software solutions
to mitigate fraud, manage disputed transactions, reconcile accounts and improve
the overall efficiency of payment card transaction processing.

  E-Commerce Transactions

   In an Internet transaction, the cardholder must first enter the payment card
information either directly on the merchant's web site or into an electronic
wallet resident on the cardholder's computer or mobile phone. Typically,
software resident on the cardholder's computer or mobile phone encrypts and
then transmits the information to the merchant over the Internet. The
e-commerce payment software resident on the merchant's server receives the card
information and forwards this information to the merchant's bank or financial
transaction processor. The merchant's bank's or processor's e-payment system
captures and processes the payment information and, together with the card
associations and the cardholder's bank, settles the transaction.

   Software is required by each participant at each stage of an e-commerce
payment transaction. Banks, financial transaction processors, merchants and
cardholders are interdependent, and therefore the e-payment systems that link
them must interoperate to efficiently and securely complete payment card
transactions. It is also necessary for e-commerce software payment systems to
integrate with existing hardware and software payment systems, particularly
mainframe systems that continue to be operated by banks and financial
transaction processors. Additionally, the increased globalization of e-commerce
presents payment challenges, such as translation adjustments for multi-currency
transactions and the ability to bill cardholders in the currency of their
choice.

  The Need for Dispute Management

   Disputes often arise when a cardholder receives a statement and does not
accept some item on the statement for any reason. A disputed payment system
transaction is called a chargeback. A dispute becomes a chargeback when the
card issuer initiates a specific dispute procedure, having determined that a
transaction may be invalid for any of a number of specific reasons.

   There are five main categories of problems or disputes that may give rise to
a chargeback. These are: cardholder complaints, processing errors,
documentation related disputes, fraud and authorization related disputes.

   The traffic between the issuer and the acquirer during the chargeback
dispute process is in the form of electronic transactions which, just like
normal transactions, are transmitted through the relevant payment system
network. In some cases, either party may also need to send specified items of
documentation through the post in addition to these electronic transactions.
There is typically minimum automation in dispute management and the cost of
processing chargebacks is high.

  The Need for Reconciliation

   Merchants accept payments in all forms of currency and tender types,
including debit and credit cards, cash and checks, gift certificates and many
new forms of payments such as gift cards. Regardless of the payment

                                      22

<PAGE>

method, the merchant needs to insure the information recorded at the store,
point-of-sale, matches up with the deposits that are made at the bank. For
companies with multiple depositing locations or high volumes of card
transactions, this manual process becomes quite labor intensive. This results
in high costs to the organization, not only in terms of people, but the manual
effort is prone to error, and provides no real corporate controls. It also
leads to unexplained shortages that are difficult to track, increased idle
balances that are not brought forward for use by the business, and higher fees
paid for inefficient bank account structures.

   There is significant cost involved in manual deposit reconciliation:

    .  It can result in high rates of fraud, larceny and error at the store
       level (and consequently, unnecessary write-offs)
    .  There is low productivity due to the manual nature of the process
    .  It is unable to quickly identify and resolve credit card/cash deposit
       discrepancies

    .  Fraud prevention is a slow process

    .  Risk management/management control: it provides no real historical data
       or trend analysis

    .  It results in high bank fees as manual reconciliation prevents bank
       consolidation

    .  The sheer number of possible matches in an account with 80-100 stores
       prevents timely reconciliation

    .  Single store accounts mean high bank fees compared to consolidated
       accounts as the company gets volume discounts

    .  Manual reconciliation can make it very difficult/costly for a company to
       scale its operations: if they want to add sites, they need to account
       for extra staff for this process

  The Need for Security and Authentication

   Losses incurred as a result of payment card fraud are typically borne
primarily by the card companies or member banks of card associations, and to a
lesser extent by merchants and cardholders. In addition, card companies and
member banks incur significant administration costs to verify the authenticity
of charges that cardholders have repudiated. This repudiation can occur when
the name of the merchant for a particular charge presented on the cardholder's
monthly bill is unrelated to the name of the merchant from whom the cardholder
made the purchase or when the cardholder believes that their card has been used
fraudulently. To minimize fraud and repudiation in the physical world, card
associations and card companies have encouraged merchants to use electronic PoS
systems and e-payment software solutions, often in conjunction with enhanced
encryption and other embedded security technology.

   The emergence of the Internet as a medium for commerce has significantly
increased the risk that payment card fraud and repudiation can occur. According
to a recent study/(6)/ VISA reported that around 50% of all disputes relate to
web transactions, despite the fact that online transactions account for only
2-3% of total transaction volume. The same source quotes the Gartner Group as
saying that merchants, who currently carry the liability, report that up to 10
percent of their on-line purchase revenues can be lost to repudiated
transactions.

   We believe that the higher incidence of fraud and repudiation in Internet
transactions is primarily caused by:

    .  an inability to effectively verify the identity of, or authenticate, the
       cardholder

    .  an inability to confirm the legitimacy of, or authenticate, the merchant

    .  theft of cardholder information that resides unencrypted on a merchant's
       server

    .  inadequate encryption technology
--------
/(6)/ Quoted in Cards International Magazine, March 2002

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<PAGE>

    .  the aggregation of merchant transactions on the Internet by
       intermediaries, such as commerce service providers, resulting in
       confusion regarding the name of the merchant for a particular charge
       presented on the cardholder's monthly bill

   Netscape developed a standard for the transmission of information over the
Internet known as SSL. SSL is currently the most prevalent Internet security
solution as a result of being embedded in the Netscape and Microsoft
web-browsers. The SSL standard provides a limited level of encryption security
and only generic digital certificates for users.

   Digital certificates are specially prepared software files that uniquely
identify an on-line entity such as a cardholder, payment card, merchant, bank
or e-mail account. However, the digital certificates embedded in the Microsoft
and Netscape web browsers are generic and thus do not provide a unique
identification of each individual user.

   In a typical SSL transaction, a cardholder's payment card number and other
payment information is encrypted and transferred to the merchant who, in turn,
decrypts this information to process the transaction. The decrypted payment
card number is stored on the merchant's computer, where it is vulnerable to
theft by either a merchant's employee or an outside computer user who
infiltrates the merchant's computer. The stolen payment card number may then be
fraudulently used. This is one of the recognized security limitations of the
SSL standard when used for e-payment transactions over the Internet.

   In response to the deployment of non-unique certificates and the security
limitations of SSL, VISA and MasterCard launched the SET standard in 1996. SET
is a comprehensive security protocol which is specifically designed for payment
card transactions over the Internet, based upon the cardholder, merchant and
acquiring bank making payment transactions in a Public Key Infrastructure (PKI).

   While SET is highly secure, and if implemented widely would provide a strong
barrier to fraud, it has faced obstacles in adoption. The need for all parties
to participate in the PKI has resulted in difficulty in creating momentum for
the standard. In light of this, card associations and individual financial
institutions have turned to alternative means of fraud control. In 2001, VISA
launched the Three Domain (3D) Secure protocol, and MasterCard launched Secure
Payment Application (SPA), while others have implemented schemes whereby real
card numbers are substituted by pseudo numbers.

   These new security methods all depend upon the cardholder being
authenticated to their bank at the time of a transaction, using a method
determined by the bank, such as a combination of username, password, PIN,
digital certificate or other personal data. Using 3D Secure, a cardholder's
payment card number is submitted to the merchant. The merchant checks with a
central registry service whether the card is registered for 3D Secure, and if
so, the URL of the issuing bank's authentication server (ACS). The user is
redirected to their bank's ACS for authentication, and the ACS sends a
digitally signed confirmation of authentication to the merchant. The merchant
can store this confirmation and then process the financial authorization
transaction as normal. As an incentive to merchants, from April 2002 on-line
merchants in Europe who implement 3D Secure support will not be liable for
certain VISA chargebacks. From April 2003 this policy will be extended globally.

   MasterCard have adopted a different standard, which applies to MasterCard
credit cards and Maestro brand debit cards. Unlike 3D Secure, there is no
directory service, nor digitally signed response. Instead, cardholders are
encouraged to use a server wallet solution offered by their bank. At the time
of a transaction, the cardholder is authenticated to the server wallet, which
can provide payment data for form filling at the merchant site. This data
includes a Universal Cardholder Authentication Field (UCAF) which is inserted
into a hidden field. The UCAF is then included with the financial authorization
message sent by the merchant to the acquirer. When it is routed back to the
issuing bank it can be matched with the previously authenticated transaction,
thus providing a strong protection against both merchant-originated fraud and
that resulting from stolen card data.

                                      24

<PAGE>

   Other issuers are implementing solutions based on pseudo numbers. In this
scheme, a wallet server is deployed by the issuing bank, and the cardholder is
encouraged to use the wallet server for on-line transactions. With this system
the real cardholder data is never used in the transaction providing strong
reassurance to the cardholder, while protecting against merchant-originated
fraud, stolen cardholder data, and unwarranted cardholder chargebacks.

   We believe that the e-payment industry will continue to be influenced and
shaped by the strategies and initiatives of VISA and MasterCard, along with
other industry and technology leaders. Furthermore, we believe that the
continued growth in number and complexity of e-payment transactions, together
with the emergence of the Internet and wireless networks as a channel for
e-commerce, will continue to drive the need for secure, flexible and trusted
e-payment solutions. Currently the SSL standard remains the predominant
standard for secure e-payment transactions. The SET, 3D Secure and SPA
standards have not yet been broadly adopted, nor is adoption certain. We
believe that the key participants in the e-payment industry, such as banks,
card associations and merchants, will continue to demand software solutions and
services from focused, responsive and innovative vendors who are able to
deliver products that support all standards that are adopted by the marketplace
over time.

  The Trintech Solution

   We are a leading provider of secure e-payment solutions for payment
transactions. We develop, market and sell a comprehensive suite of software and
electronic PoS systems that enable electronic payments in both the physical and
virtual world.

   The following elements of our solution enable us to deliver key competitive
advantages to our customers:

   Comprehensive Functionality.  Our payment solutions have been designed for
scalability and operate in multi-currency, multi-taxation, multi-payment
protocol and complex communication environments. We are one of the few vendors
to offer integrated secure e-payment solutions that allow customers to process
transactions in the physical world and over the Internet.

   Flexible Range of Solutions.  Our suite of products provides flexible
e-payment solutions for each participant in a transaction: banks and financial
transaction processors, merchants and cardholders. Our products are designed to
be modular, permitting them to interoperate with e-payment products of other
vendors. Alternatively, by offering our products as an integrated end-to-end
payment solution, we also provide a complete cost-effective solution for our
customers.

   Secure Encryption Technology.  Our products have been developed using
innovative, robust, cryptographic technologies. All of our e-commerce software
products support both the SET and SSL standards. We were the first software
company to implement a SET transaction. Our SET software products provide 1,024
bit data encryption and handle all of the cryptographic processing and
messaging management required by the SET standard. Our SSL software products
provide up to 128 bit data encryption. Our Internet software products can
incorporate digital certificates to authenticate all parties to an e-payment
transaction, which can reduce fraud and repudiation. We have also developed
software applications to enhance the security of smart card e-payment
transactions. In addition, our electronic PoS system products support the DES,
Triple DES and RSA Security public key security algorithms to meet the security
standards required by our customers.

   Open Systems Architecture.  Our open architecture design supports a wide
variety of operating systems, databases and merchant commerce servers. Our
software solutions for banks, financial transaction processors and merchants
have been developed for Windows NT and UNIX operating systems and Oracle and
Microsoft databases. Our approach is to develop once only solutions to run on
multiple platforms. This approach facilitates integration with existing
hardware and software systems, including mainframe systems. In addition, our
software products are vendor neutral and are designed to interface with
e-payment hardware and software products of third-party vendors, including IBM,
Oracle, Microsoft and SAP.

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<PAGE>

   Expertise in Secure E-Payment Industry.  Since our inception, we have
focused on developing secure e-payment solutions for payment transactions. We
believe our 15 years of experience in this industry has enabled us to develop
sophisticated e-commerce solutions for payment transactions in the physical
world and over the Internet. We also believe that this industry focus has
enabled us to develop strong and close relationships with the card associations
and banks that can influence the structure and development of the e-payment
industry. For example, in fiscal 2002 Trintech joined the Mobile Payment Forum,
a global cross-industry group formed to enable secure, user-friendly mobile
payment transactions and expand the overall market for mobile commerce.

  Trintech's Growth Strategy

   Our mission is to become the leading worldwide provider of secure e-payment
solutions for payment transactions. The key components of our strategy are:

   Leverage Multi-Channel Payment Expertise.  We will continue to invest and
build on our 15 years experience in developing innovative, secure e-payment
solutions. For example, in 2002 we released the world's first high security PoS
terminal architecture using embedded Linux and ARM technology. In 2002, we also
announced the addition of an online browser-based application suite to our
deposit verification and reconciliation product (PayWare ReconNET). We intend
to continue to invest to further develop our multi-channel product suite.

   Maintain our Focus on Customer Service.  We have a large existing customer
base and we work hard to ensure that they are happy with the solution they have
licensed and the service we provide. We leverage our existing customer base by
introducing them to additional Trintech products across a range of payment
channels. We license much of our software based on transaction volumes and a
high customer retention rate will ensure that we benefit from the growth in our
customers' electronic payment transactions. As our installed base of hardware
terminals continues to grow, we create a bigger installed device base through
which to deliver our software. We are working to grow this customer base
worldwide and will maximize the potential of this customer base by pursuing a
cross-selling and up-selling strategy.

   Extend Early Lead in Internet E-Payment Software.  We were one of the first
software companies to adopt both the SET and SSL standards, and we were the
first software company to implement a SET transaction. We intend to continue to
extend our range of SET and SSL products and support new e-payment standards
and Internet technologies, including wireless access technologies, as they
emerge through a combination of organic growth and acquisitions.

   Continue to Build Strategic Relationships with Key Industry Leaders.  We
have strategic relationships with a number of companies including VISA,
MasterCard, Compaq, SAP America and RSA Security. These relationships have
provided a number of competitive advantages, including access to product
development plans, joint marketing opportunities and lead-generation for our
direct sales force. We intend to continue to enter into development and
marketing alliances with key industry leaders to produce and distribute
custom-tailored e-payment solutions for specific market segments.

   Expand Channels of Distribution Globally.  We use indirect sales channels to
reach organizations that cannot otherwise be effectively targeted by our direct
sales force and to increase worldwide market penetration. In addition, we have
acquired companies which have broadened our presence in key markets.

   Build Strong Brand Recognition.  We are a leading brand name in the
e-payment industry and believe that we are benefiting from our early industry
presence. Our strategy is to promote and strengthen our brand equity and
visibility through excellent service and a variety of marketing and promotional
campaigns. We plan to continue to invest in our on-line marketing programs,
such as epaynews.com, an award-winning site for information and trends related
to e-payments in the e-commerce industry.

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<PAGE>

  Trintech Products

   Our products are designed to provide flexible, vendor neutral, secure
e-payment solutions for banks, financial transaction processors, merchants,
businesses and cardholders. Our products can be deployed on a stand-alone
basis, combined with each other to provide an end-to-end secure e-payment
solution, or integrated with third party products. In addition, our products
support a broad range of communication protocols and security standards. Our
products also support multiple currencies, languages and payment protocols. In
connection with the license of our products, we provide a range of support
services to our customers including preventative maintenance, compliance,
upgrades, site inspections and 24-hour telephone and on-line support.

   All of our products are sold under the PayWare brand. Within the PayWare
suite, the following table summarizes our product lines and the associated
target customer base:

                    Product Line          Target Customer Base
                    ------------          --------------------
                      eAcquirer         Any business that
                        eCMS            processes and services
                       eIssuer          payment card based
                       Resolve          transactions or issues
                                        on-line payment cards
                                        including banks,
                                        financial institutions,
                                        payment service
                                        providers, Internet or
                                        commerce service
                                        providers and
                                        telecommunication
                                        companies

                      ReconNET          Any business selling
                       PrePay           goods or services that
                     eMerchant 4        accepts payment cards
                         ERP            including merchants,
                     Call Center        payment service
                     eVia Series        providers, Internet or
                Compact 9000i Series    commerce service
                   Compact 950-PP       providers,
               Compact PINPad Manager   telecommunication
                       OpenPOS          companies and online
                                        purchasers.

  Financial Institution, Payment Service Provider and Telco Products

   PayWare eAcquirer, PayWare eCMS, PayWare eIssuer and PayWare Resolve
encompasses e-payment transaction software product suite primarily used by
banks and financial transaction processors. This product suite supports the
payment transaction processing needs of both the merchant's bank and the
cardholder's bank. It uses a scalable and interoperable payment architecture
for Windows NT and UNIX platforms and supports modular payment components for
specific financial instruments and operating environments. This product suite
provides financial institutions with the ability to issue on-line payment
cards, capture and process card-based e-payment transactions and manage and
resolve disputed payment card transactions in both the physical world and over
the Internet. The principal products sold by us to banks and financial
transaction processors are:

    .  PayWare eAcquirer is a secure integrated payment gateway and a hosted
       merchant PoS payment engine. It provides financial institutions and
       payment service providers with the functionality required to authorize,
       capture, route, settle and bill payment card transactions in both the
       physical and virtual world. PayWare eAcquirer supports multiple payment
       instruments and the latest card association authentication protocols.
       The product was first released in May 1995 and its core capabilities
       include:

       -- transaction authorization functionality using a choice of protocols

       -- data capture functionality using a choice of protocols

       -- value added services such as multi-currency acquiring services,
          storefront integration and browser based

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<PAGE>

       -- transaction management tool

       -- remote deployment, update and configuration of merchant applications

    .  PayWare eCMS Issuer provides card issuers with an integrated card
       management system with back office processing and supports multiple
       payment instruments. This product line was acquired on the purchase of
       Sursoft S.A. in November 2000. PayWare eCMS Issuer provides the
       following functionality:

       -- management of physical card issuance programs

       -- accounting for and management of cardholder transactions

       -- management tools allowing card issuers to manage the risk profile of
          their portfolio

    .  PayWare eCMS Acquirer provides merchant acquirers/processors with a back
       office merchant accounting, settlement and management system and
       supports multiple payment instruments. This product line was acquired on
       the purchase of Sursoft S.A. in November 2000. PayWare eCMS Acquirer
       provides the following functionality:

       -- flexible, customized management of merchant accounts

       -- accounting for and management of merchant transactions

    .  PayWare eIssuer is a front office virtual and wireless consumer
       authentication and payment system and supports multiple payment
       instruments. There are two additional add-on modules:

       -- mAccess: this extends the core capabilities of eIssuer to multiple
          delivery channels including cell phones, PDAs and set top boxes

       -- Guardian: this is a payment security module that helps decrease
          online fraud by providing support for pseudo card numbers during the
          payment process and real-time verification of financial authorization
          requests against Internet purchases.

      PayWare eIssuer was first released in April 1999. PayWare eIssuer
   provides the following functionality:

       -- a virtual authentication platform that will support multi-channel
          payments for cardholders

       -- reinforcement of the brand identity of the card issuer by providing
          dynamic delivery of up-to date marketing and advertising messages to
          issued electronic payment cards or wallets while the cards or wallets
          are being used

       -- support for both SSL and SET Secure Electronic Transaction(TM)
          security protocols

       -- consumer authentication via password as standard

       -- automatic merchant form fill via drag and drop of the ezCard client
          onto the merchant payment form

   In addition to the release of the eIssuer server wallet product, Trintech's
Professional Services division also provides tailored solutions for customers
based on the toolkit and platform used internally to develop eIssuer and other
product lines.

    .  PayWare Resolve is a suite of products that help automate payment
       dispute resolution. The products combine a powerful decision-support
       environment with card association dispute regulations to enable optimum
       management of the chargeback process and supports multiple payment
       products and multi-currency processing. This product line was acquired
       on the purchase of Exceptis Technologies Limited in November 2000.
       PayWare Resolve AS and IS provide the following functionality:

       -- built-in knowledge of national and international chargeback
          regulations

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<PAGE>

       -- workflow management and financial control

       -- automated chargeback documentation

       -- management control/risk management

  Merchant, Payment Service Provider and Telco Products

   Our solutions for the merchant market are designed to meet merchant
requirements for e-payments in a variety of retail environments in the physical
world (including large department stores, grocery chains, call centers, mail
order, telephone order) and can also be used for merchants operating on the
Internet.

   Our PayWare suite of products for the merchant market includes:

    .  PayWare ReconNET is automatic reconciliation and cash management
       software. PayWare ReconNET can support credit cards, debit cards, checks
       and cash. This product was acquired on the acquisition of substantially
       all of the assets of Globeset, Inc. in December 2000. It provides the
       following functionality:

       -- deposit verification

       -- research of exception items

       -- report module

       -- anticipatory ACH (Automated Clearing House): everything you need for
          effective ACH sweeps

    .  PayWare PrePay enables electronic pre-pay or top-up for a subscriber
       account and can be used for cellular pre-pay, long distance calling
       cards, pre-paid payment cards, utility and housing payments and
       gift/other pre-paid cards. This product is designed to allow merchants
       and telecommunications operators to reduce their costs of distributing
       existing paper vouchers and allow for the management of customer
       accounts electronically. This product range was acquired through the
       acquisition of Checkline plc in August 2000. It provides the following
       functionality:

       -- fully configurable to support a range of topup transactions

       -- comprehensive transaction analysis and reporting

       -- credit checking/ merchant balance handling

       -- handles multiple network operators

    .  PayWare eMerchant is a comprehensive card payment server solution
       integrated to merchant EPoS, call centers, the Internet and IVR (voice
       response). PayWare eMerchant is multi-currency enabled and was first
       released in December 1998. It contains the following functionality:

       -- rapid online authorization

       -- multi-merchant, multi-acquirer

       -- advanced monitoring and reporting

       -- scalable, resilient and fault tolerant

    .  PayWare ERP integrates our e-payment merchant functionality into the SAP
       R/3 system for physical world and e-commerce payment card transactions.
       It allows corporations to leverage their ERP system to realize
       operational efficiencies and cost benefits. PayWare ERP manages both the
       authorization and settlement of transactions between acquiring
       institutions and ERP-based merchants and businesses. We released PayWare
       ERP in September 1998.

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<PAGE>

    .  PayWare Call Center is our e-payment solution for call centers and mail
       order centers. It is designed to integrate with third party software
       systems and provide the e-payment functionality for telephone order and
       mail order purchases. We released PayWare Call Center in March 1998.

  Electronic PoS systems

   Our electronic PoS systems contain the features and functionality required
by merchants to manage card-based e-payments in the physical world. The product
line is comprised of point of sale devices, high-security personal
identification number pads (pin pads), and software development toolkits for
merchant e-payment transactions in the physical world. This product line has
historically been the foundation of our sales and long-term relationships with
banks and financial transaction processors.

    .  eVia Series provides secure payment mobility for merchants. Initially
       conceived as a portable only device, the range has now been extended to
       a full desktop version. Major international protocols are supported for
       magnetic swipe and smart cards.

    .  eVia SDK allows Trintech partners to develop their own applications.
       Modular architecture ensures that development, testing and debugging can
       be carried out rapidly and efficiently.

    .  Compact 9000i range provides maximum versatility and high security to
       meet the varied needs of large and small retailers, either in
       stand-alone or networked installations. It has a high speed thermal
       printer and uses a new modular software architecture which facilitates
       the future deployment of new payment applications. It features:

       -- large, back-lit graphic display with a long magnetic swipe card
          reader for easy and effective card reading

       -- high speed processor

       -- modular software architecture with an easy-load printer

    .  Compact 9000i SDK is a software development toolkit that allows
       distributors and partners in local markets to develop and test diverse
       software modules for custom-tailored payment card applications. We
       released the Compact 9000i SDK in March 1999.

    .  Compact 950-PP is a highly secure cardholder interface device for a
       cardholder using a debit or credit card to enter his personal
       identification number. This product then encrypts the personal
       identification number for forwarding in a secure message format to an
       authorization center for verification. This product supports DES, Triple
       DES and RSA public key encryption standards. We released the Compact
       950-PP in February 1997. The current model has the following features:

       -- high physical and electronic security

       -- tamper evidence features to detect manipulation

       -- customer smart card reader

       -- online and offline PIN verification

       -- 4 merchant card readers

    .  PayWare PinPad Manager is a management system that can be used by
       customers to securely download application and security keys remotely to
       the PINPad. Its re-programmable application memory allows the PINPad to
       load new applications with ease.

    .  PayWare OpenPOS is a high security PoS technology platform that uses an
       embedded LINUX operating system and a powerful and scaleable ARM
       processor. Key features include:

       -- 32 bit ARM processor which supports a wide range of interfaces

       -- supports an extensive range of LCD displays

                                      30

<PAGE>

       -- supports multi-media cards and compact flash

       -- built-in Memory Management Unit

  Services

   To complement and support our product offerings, we provide our customers
with the following services:

    .  Consulting services.  Our consulting team provides comprehensive project
       management, using sophisticated methodologies and tools to identify
       customers' business objectives and requirements for e-payment solutions.
       We implement these solutions with our customers according to mutually
       agreed plans and milestones. We also provide in-house product
       consultation, and provide technical services to design or enhance our
       customers' existing information technology infrastructure.

    .  Educational and training services.  We offer educational and training
       programs targeted specifically at users and administrators of our
       customers' information technology systems. These programs are tailored
       to provide customers with the technical knowledge to operate our
       e-payment solutions. Additionally, seminars and other educational
       initiatives are available on an ongoing basis to assist our customers in
       staying current with advances in the e-payment industry.

    .  Customization and implementation services.  We provide customization
       services to customize or configure our solutions to meet our customers'
       particular needs and to integrate our products into their other
       processing, accounting and communications systems. Our experienced
       professional services engineers also perform on-site implementation
       services to manage, in conjunction with our customers' information
       technology resources, the implementation of their new systems through
       the testing and acceptance phases of the overall implementation plan.

  Technology

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

   Our software is developed using Java, C, C++ and web programming languages
and standards, and incorporates the following features:

    .  System Architecture.  Our products are modular in design and flexible in
       implementation, so that they can be rapidly adapted to address specific
       customer requirements. We employ an object oriented systems
       architecture, allowing us to add and re-use functionality across
       existing and new products, lowering our product development costs. Our
       modular design can improve our time to market for new products,
       including emerging applications for products such as personal digital
       assistants, advanced mobile phones and set-top boxes.

    .  Security and encryption.  Due to the sensitive nature of the data
       handled by our products, we have developed significant expertise in
       encryption technology. We employ a dedicated team of cryptography
       specialists who focus on the development of advanced cryptography
       algorithms and software products. These professionals are responsible
       for implementing the security infrastructure that forms the basis of our
       products. This infrastructure incorporates advanced security algorithms
       including DES, Triple DES and RSA private/public key and other advanced
       proprietary algorithms.

    .  Protocols and infrastructure.  It is critical that our products be
       interoperable with a wide range of payment networks and customer
       information technology systems. Our products therefore feature advanced
       application programming interfaces, or APIs, to facilitate
       interoperability with payment systems and applications. Our products
       also support a variety of communications protocols, including Internet
       and telecommunications protocols such as X.25, ISDN and ATM, as well as
       specific bank authorization and settlement protocols.

                                      31

<PAGE>

    .  Support of widely accepted technologies.  Our products are configured to
       run on operating systems and to support databases widely adopted by the
       e-payment industry. This includes the Windows and UNIX operating systems
       and Oracle and Microsoft databases. They are also designed to integrate
       easily with enterprise resource planning software systems, such as the
       SAP R/3 system.

  Customers

   We now have a customer base of over 2,000 banks, financial transaction
processors, card associations, card companies, payment service providers,
merchants and technology companies. As of January 31, 2002, we had shipped over
180,000 electronic PoS systems and over 6,000 licenses of secure e-payment
software. A representative sample of our customers is as follows:

     Banks and Card                 Financial Transaction
     Associations                   Processors
     ------------                   ----------
            ABSA                           Allcash
            Bank of America                B+S Card Services
            Citibank                       GZS
            National Bank of
              Kuwait                       PayServ
            St. George Bank                Technicard
            Unibanco                       Post Girot
            VISA USA                       Which/Tyco
                                    International

     Internet Service Providers     Technology Companies
     --------------------------     --------------------
            Big Planet                     Motorola
            Open Market Inc                SAP
            Shop@db.com (a                 Siemens Nextel
              subsidiary of
              Deutsche Bank)
            Princeton eCom

     Merchants
     ---------
            Best Buy
            Burger King
            Domino Pizza
            Hallmark Cards
            J.C. Penny
            Safeway
            Verizon Wireless

  Sales and Marketing

   Our sales and marketing efforts are targeted at three principal regions:

    .  Europe, Middle East and Africa,

    .  North and South America, and

    .  the Asia-Pacific region

   Our principal market is Germany, which represented 39% of our total revenue
in fiscal 2002. Our sales strategy for all product lines is to use our direct
sales force in conjunction with indirect distribution channels, such as
regional distributors and sector-specific leaders. In 2003, for the first time,
we will seek to actively expand the market for our electronic PoS systems
outside of Europe. We will target emerging chip card based markets in Latin
America and the Far East, particularly China and Malaysia.

                                      32

<PAGE>

  Direct Sales Channel

   We have direct sales offices in Dublin, Ireland; Frankfurt, Germany; London,
England; Montevideo, Uruguay and Dallas, Texas. These offices coordinate direct
sales and manage indirect sales channels in the various regions. Due to the
technical nature of our 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.

   Our direct sales accounted for approximately 94% of our total revenues in
fiscal 2002. At January 31, 2002, we employed 73 direct sales people who
primarily target card associations and card companies such as VISA, MasterCard
and American Express, as well as banks, financial transaction processors,
telecommunications operators and large merchants.

  Indirect Sales Channel Strategy

   To further facilitate worldwide market penetration and complement our direct
sales efforts, we have begun to establish a range of indirect sales channels
which primarily act as referrals for our direct sales force. We expect these
indirect channels to account for an increasing percentage of our sales leads as
we implement this strategy. These indirect channels include:

    .  Resellers Providing Additional Services.  Since 1998, we have used
       regional resellers trained and certified by us to develop customer
       relationships and expand our global branding. We provide resellers such
       as eFunds International in Asia Pacific, OKI in Japan and Sterling
       Commerce in the U.S. with our software technology and implementation
       expertise.

    .  Systems Integrators and Consultants.  We leverage our relationships with
       systems integrators and consultants to market our e-payment solutions
       while in turn providing them with the opportunity to make a highly
       functional, vendor-independent solution available to their customers.

    .  Emerging Distribution Channels.  We continually evaluate new methods and
       opportunities to market and sell our products worldwide.

  Strategic Relationships

   We intend to expand our position in the e-payment market by forming
additional strategic technology and marketing relationships with key industry
players. To date, we have established strategic relationships with VISA,
MasterCard, RSA Security, eFunds International, SBC, Compaq, SAP and Intershop.
We believe our technology and marketing alliances offer us a number of
competitive advantages, which vary with each relationship. These advantages
include sales lead generation, early access to the partner's engineering plans
and technical personnel for assistance in developing new product offerings. The
following describes our current strategic relationships:

   VISA.  We initially developed a strategic relationship with VISA
International in Europe and have since extended this relationship to the United
States, Latin America and the Asia-Pacific region. VISA currently markets
PayWare Net (PayWare eMerchant) in different regions throughout the world. In
addition, VISA exclusively recommends our PayWare software to replace its
proprietary data capture software used by over 30 of its member banks. In
August 1997, we entered into agreements with VISA LAC relating to the marketing
and distribution of PayWare eIssuer in Latin America, including the
customization of software to provide e-payment solutions for VISA's smart card
customers. In August 1998, VISA International became a shareholder in us. In
May 1999, VISA USA entered into a strategic alliance with us to provide
one-stop e-commerce solutions for VISA's member banks and Internet merchants,
incorporating our PayWare technology.

   MasterCard.  In 1999, we entered into a technology and strategic alliance
agreement with MasterCard International. Under the terms of this agreement,
MasterCard has agreed to license our PayWare eIssuer product, to host and
operate a pilot site demonstrating PayWare eIssuer, and to actively market this
product to

                                      33

<PAGE>

MasterCard's member financial institutions and refer business to us. We have
agreed to provide sales materials to MasterCard and to provide support for
their marketing programs for PayWare eIssuer. In addition, we and MasterCard
have jointly agreed to publicize this relationship, to maintain links in a
prominent position on each other's websites and to meet quarterly to discuss
product development.

   RSA Security.  In 1998, we entered into a technology license agreement with
RSA and also established a continuing strategic relationship. RSA also became a
shareholder in us. The technology licensing agreement provides us with
royalty-free access to source and object code for cryptography functionality
that we have incorporated into our e-payment software products.

   eFunds International.  Our current distribution partnership with eFunds
International gives them the non-exclusive right to distribute our PayWare
Resolve product in Australia, New Zealand and India.

   SBC--Sterling Commerce.  Our current distribution partnership with SBC gives
them the non-exclusive right to distribute our PayWare ReconNET product (under
the rebranded name Vector--ReconNET) to banks within North America.

   SAP.  We are a member of the SAP's complementary software program. As part
of the alliance, we have provided a secure e-payment module, PayWare ERP, for
the SAP R/3 system release 4.0 enterprise business software solution. SAP also
provides us with sales leads and a link on their web site.

   Compaq and Intershop.  In the past we have collaborated with companies such
as Compaq and Intershop in order to provide them with components of our secure
e-payment solution. We continue to explore similar mutually beneficial
alliances.

Research and Development

   We believe that our future success will depend in large part on our ability
to enhance and expand our technologies. We intend to continue to develop new
and innovative e-payment solutions to respond to the needs of our customers in
this rapidly changing industry. We intend to offer products that interoperate
with a variety of new and emerging acceptance channels and communication and
security protocols. We have developed our e-payment products both
independently, through our research and development team, and through funded
development projects. From time to time, we have acquired or licensed
technology from third parties, including encryption technology from RSA
Security.

   Each of our development centers has been chosen for its combination of
access to global markets, local product knowledge and the availability of
skilled personnel. We have now concentrated research and development in the
following centers:

    .  Dublin, Ireland: electronic PoS systems and e-payment software including
       encryption and authentication

    .  Princeton, New Jersey: e-commerce payment solutions

    .  Dallas, Texas: reconciliation and cash management tools

    .  Montevideo, Uruguay: card issuance and management solutions

   As of January 31, 2002, approximately 30% of the company's revenues were
dedicated to research and development expenses.

  Manufacturing

   We now outsource the fabrication, testing and packaging of our electronic
PoS system products to VeriFone, Plexus and Fujitsu, enabling us to concentrate
our resources on product design and software development. We

                                      34

<PAGE>

believe this eliminates the high cost of owning and operating a manufacturing
facility. The manufacturing facilities for Plexus are located in Scotland and
the manufacturing facilities for Fujitsu are located in Spain.

   We maintain a strong quality control team that oversees the manufacture of
the products by Plexus and Fujitsu to ensure that our specifications are met.
These quality assurance engineers have both extensive knowledge of our products
and expertise in software quality assurance techniques. Members of the team
conduct on-site inspections of the manufacturing facilities of our
subcontractors as well as periodic assessments of products shipped by our
subcontractors to us. The members also participate on all beta release teams
and provide initial training materials for customer support and service.

  Competition

   The e-payment industry is highly competitive, and we expect competition to
increase as other e-payment companies introduce electronic PoS system products
and e-payment software.

   In the electronic PoS systems market, we principally compete with Verifone,
Ingenico, Hypercom and Thales/Krone. Indirectly, we also compete with local
firms that offer country-specific alternatives. In addition, several of our
electronic PoS system products compete with software solutions designed by our
customers' in-house engineering departments. Competition has in the past caused
us to reduce the average selling prices of our electronic PoS systems, and we
expect this trend to continue.

   In the e-payment software market, the competitive landscape varies by
product line. There is no competitor that we compete with across all product
lines. However, we do compete with Transaction System Architects (TSAI) in a
number of different areas. Additionally, we experience significant competition
from existing and potential customers that develop, implement and maintain
their own proprietary e-payment solutions relating to our e-payment software
solutions for both the physical world and the Internet.

   In both the electronic PoS system market and the e-payment software market,
we compete primarily on the basis of the following:

    .  product capabilities and technical features

    .  product performance and effectiveness

    .  price

    .  support of industry standards

    .  ease of use

    .  customer technical support and service

   We believe that we compete favorably in each of these markets based on these
factors. However, in particular cases, our competitors may offer electronic PoS
system products or e-payment software with functionality that is sought by our
prospective customers and which differs from that offered by us. Several of our
competitors have also in the past, and may in the future, distribute products
in pilot programs at low-cost or below-market prices.

   Several of our competitors have significantly greater financial, technical
and marketing resources and larger installed customer bases than us. Also, a
number of our competitors have been acquired by, or formed strategic alliances
with, industry leaders with significant resources. We may not be able to
compete successfully against current and future competitors. In addition, our
current and future competitors may develop products comparable or superior to
those developed by us or adapt more quickly than us to new technologies,
evolving industry standards or customer requirements. Increased competition
could result in price reductions, reduced margins and loss of market share, any
or all of which could have a material adverse effect on our business, financial
condition, results of operations and prospects.

                                      35

<PAGE>

  Intellectual Property and Proprietary Rights

   Our success is dependent on our proprietary software technology. We rely on
a combination of patents, contractual rights, trade secrets, copyright law,
non-disclosure agreements and trademarks to establish and protect our
proprietary rights in our products and technologies. Our patents include the
following:

   Field of Application         Regions Issued            Regions Pending
   --------------------         --------------            ---------------
 Electronic field of
 point-of-sale security     Ireland, U.S., Canada,   European Union, Ireland,
 System incorporated in    Australia, South Africa,  U.S., Australia, Brazil,
 Compact                    U.K., Japan and Germany          and Japan

 Secure merchant
 transaction software
 Incorporated in PayWare                               European Union, U.S.,
 merchant product                                     Australia, Brazil, and
 range                              Ireland                    Japan

 Secure bank/financial
 transaction processor                                 European Union, U.S.,
 Software incorporated in                             Australia, Brazil, and
 PayWare eAcquirer                  Ireland                    Japan

 Secure card issuing
 software incorporated in
 PayWare eIssuer                      --              European Union and U.S.

 Secure card issuing
 software incorporated in
 GlobeSet PayWare eIssuer
 technology
 acquired in December 2000       United States                  --

 Secure dispute resolution
 technology
 incorporated in PayWare
 Resolve                              --              European Union and U.S.

   These issued patents and the pending patent applications cover key areas of
our e-payment software for payment card transactions in the physical world and
over the Internet, as well as our electronic PoS system products.

   Our registered trademarks include the following:

         Trademark               Regions Issued            Regions Pending
         ---------               --------------            ---------------

 Trintech the Secure Way
  to Pay logo                          --                      Ireland

 NetWallet                             --                   United States

 PayWare                     European Union, United
                                     States                      --

 PayGate                     European Union, United
                                     States                    Ireland

 PayPurse                    European Union, Ireland        United States

 PayLet                                --              United States, Ireland

 S/PAY                                 --                   United States

 Making Payment Systems Pay            --                   United States

 Making Payments Pay                   --                  European Union

 Exceptis Technologies                                 European Union, United
                                       --                      States

 WINEFTNT                        United Kingdom                  --

 Fastran                         United Kingdom                  --

 Checkline logo                  United Kingdom                  --

   On March 31, 1998, we licensed the source code for S/PAY and J/PAY from RSA.
S/PAY and J/PAY are security toolkit products which enable the user to add
cryptography functionality to other software products for securing e-payment
transactions. The license is exclusive for that portion of the source code that
implemented and provided the functionality of parts of the SET 0.0 standard.
Under the terms of the agreement, we also received a royalty-free sublicensable
license to the object code of the licensed software. Our rights under the
license are subject to pre-existing rights of third-party licensees. In
exchange for receiving the rights under the license, we paid RSA a one-time
payment of $2.5 million in cash.

                                      36

<PAGE>

   In addition to our patents, trademarks and technology licenses, we have
developed a significant portfolio of copyrights, know-how and trade secrets
during our 15 years of experience developing solutions for the e-payment
industry.

   Except for the intellectual property described above, we are not currently
dependent on any intellectual property that is of material importance to our
business or profitability.

  Principal Markets

   For a description of the product markets in which we compete, including a
breakdown of total revenues by category of activity and geographic market for
each of the last three financial years, see Item 5 "Operating and Financial
Review and Prospects."

  Seasonality

   For a description of the seasonality of our business, see Item 3.D "Key
Information--Risk Factors."

C.  Organizational Structure

   The following is a list and brief description of our significant
subsidiaries:

   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 capital stock of Trintech
Technologies Limited is owned by us. The principal activity of Trintech
Technologies Limited is the sale of electronic PoS system products and
e-payment software.

   Trintech Limited, is a limited liability company having a share capital
incorporated under the laws of the Republic of Ireland. All of the voting
securities of Trintech Limited are owned by us. The principal activity of
Trintech Limited is research and development and the licensing of patents.

   Trintech GmbH, a wholly-owned subsidiary, is a limited liability company
incorporated in the Federal Republic of Germany. All of the outstanding capital
stock of Trintech GmbH is owned by us. The principal activity of Trintech GmbH
is the sale of electronic PoS system products and e-payment software.

   Trintech Inc., a wholly-owned subsidiary, is a California corporation. All
of the outstanding capital stock of Trintech Inc. is owned by us. The principal
activity of Trintech Inc. is the sale of e-payment software.

   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 capital stock of Trintech Group Finance
Limited is owned by us. The principal activity of Trintech Group Finance
Limited is the management of our surplus cash and our investments in marketable
securities.

   Trintech S.A., a wholly-owned subsidiary, is a Uruguay corporation. All of
the outstanding capital stock of Trintech S.A. is owned by Trintech Group
Finance Limited. The principal activity of Trintech S.A. is the development of
e-payment software.

   Checkline plc, a wholly-owned subsidiary, is incorporated in the United
Kingdom. All of the outstanding capital stock of Checkline plc is owned by us.
The principal activity of Checkline plc is the sale of electronic PoS system
products and e-payment software. This company has been renamed Trintech Limited.

   Exceptis 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 capital stock of Exceptis is

                                      37

<PAGE>

owned by us. Exceptis Technologies Limited is a provider of Internet enabled
payment infrastructure solutions for fraud prevention, automated payment card
dispute resolution and risk management for card issuers, financial transaction
processors and acquirers

   J Driscoll & Associates Inc., a wholly-owned subsidiary, is a Texas
corporation. All of the outstanding capital stock of J Driscoll & Associates
Inc. is owned by US. The principal activity of J Driscoll & Associates Inc. is
the development and sale of e-payment software.

D.  Description of Property

   Our principal development center and our principal European executive and
administrative offices are located in 60,330 square foot leased office
facilities in Dublin, Ireland, of which we sublease 5,813 square feet. Our
principal executive and administrative offices for North and South America are
located in a 11,300 square foot leased facility in San Mateo, California, of
which we sublease 4,000 square feet. Our principal trading offices for North
and South America are located in Dallas, Texas. We also have offices for
development, sales and marketing personnel which total an aggregate of
approximately 63,100 square feet in Frankfurt, Germany; Miami, Florida; Dallas,
Texas; London, England; Montevideo, Uruguay; Princeton, New Jersey; and
Philadelphia, Pennsylvania. As part of the purchase consideration for the
primary assets of Globeset, Inc., we also acquired a lease obligation for an
office facility of approximately 122,000 square feet in Austin, Texas, of which
we are presently subleasing 88,000 square feet. We are also seeking to sublease
a total of 66,000 square feet comprising part of our facilities in Dublin, San
Mateo, Princeton and Philadelphia.

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 our 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
contains 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. Words such as
"expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates,"
variations of such words and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements involve risks and
uncertainties that are difficult to predict and could cause actual results to
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." We undertake no obligation to update
publicly any forward-looking statements in this Form 20-F report.

A.  Overview

   From our organization through 1995, we developed and marketed electronic PoS
systems and e-payment software for payment card transactions in the physical
world. In early fiscal 1997, we launched our first products for Internet
e-payment transactions. Today, as we continue to develop, market and sell our
comprehensive suite of software and electronic PoS systems that enable payments
in both the physical and virtual worlds, our revenue is primarily derived from
three sources:

   Product Revenue.  Product revenue, which represented 38% of our total
revenue in fiscal 2002, is derived from sales of our electronic PoS system
products, primarily the Compact 9000i PoS device and the Compact 950-PP pin
pad. Revenue for these products are recognized at the time that persuasive
evidence of an arrangement exists, delivery has occurred, the related fee is
fixed or determinable and collectibility is probable

                                      38

<PAGE>

   License Revenue.  Software license revenue, which represented 44% of total
revenue in fiscal 2002, is derived from license fees from our e-payment
software products for payment card transactions in the physical world and over
the Internet and other wireless networks, and the provision of related support
and maintenance services to customers. We recognize software license revenue
under SOP 97-2. Under the terms of SOP 97-2, where an arrangement to deliver
software does not require significant production, modification or
customization, we recognize software license revenue when all of the following
criteria are met:

    .  persuasive evidence of an arrangement exists;

    .  delivery has occurred;

    .  our fee is fixed or determinable; and

    .  collectibility is probable.

   We also license our software on a recurring rental basis, and, under SOP
97-2 as amended, we recognize revenue from these arrangements ratably over the
life of the agreement. Customer support and maintenance fees are established as
a percentage of the software license price, typically 18% per year, and are
generally paid quarterly. We recognize revenue related to customer support and
maintenance fees ratably over the life of the agreement.

   Service Revenue.  We derive service revenue, which represented 18% of total
revenue in fiscal 2002, from consulting services, educational and training
services and customization and implementation services. Services are provided
primarily on a time and materials basis for which revenue is recognized in the
period that the services are provided.

   In the fiscal year ended January 31, 2000, software license revenue grew by
105% over the prior year, and accounted for 30% of total revenue for the year.
Software license and related service revenue growth in fiscal 2000 was
positively influenced by increased adoption of SSL e-payment technologies by
banks and financial transaction processors. In the fiscal year ended January
31, 2001 software license revenue grew by 125% and accounted for 42% of total
revenue due to continued growth in sales of our e-commerce software products,
infrastructure products and our acquisitions made during the year. In fiscal
2002 software license revenue grew by 47% over the prior year, and accounted
for 44% of total revenue for the year. The increase in software license revenue
was primarily due to increased sales of our e-payment software infrastructure
products to new customers, higher average revenue per contract and associated
support and maintenance fees and the full year inclusion of revenue derived
from products acquired in connection with the acquisitions of Checkline plc,
Exceptis Technologies Limited, the primary assets of Sursoft S.A. and Globeset,
Inc., in fiscal 2001, which were only partially included in the year ended
January 31, 2001.

   We have historically sold our products primarily through a direct sales
force, which accounted for 94% of our total revenue in fiscal 2002. Since
January 1998, we have established strategic relationships with VISA,
MasterCard, RSA Security, Compaq and SAP, which provide joint marketing
opportunities as well as lead-generation for our direct sales force.

   To facilitate worldwide market penetration, we have established indirect
sales channels, such as resellers and systems integrators. Revenue from
products sold through indirect sales channels is recognized net of commissions
and discounts.

                                      39

<PAGE>

   The following table illustrates our revenues for the fiscal years ended
January 31, 2000, 2001 and 2002 by customer location before intercompany
eliminations:

<TABLE>
<CAPTION>
                                               Year Ended January 31,
                                           -----------------------------
                                             2000       2001      2002
                                           --------   --------  --------
                                           (in thousands of U.S. dollars)
        <S>                                <C>        <C>       <C>
        Germany........................... $ 31,616   $ 40,817  $ 45,948
        Europe (excluding Germany)........   18,762     33,996    30,466
        Rest of the world.................    6,580     14,518    27,528
        Eliminations......................  (26,714)   (40,291)  (35,601)
                                           --------   --------  --------
           Total.......................... $ 30,244   $ 49,040  $ 68,341
                                           ========   ========  ========
</TABLE>

   After taking account of intercompany eliminations, Trintech's total revenue
grew 39% to $68.3 million in fiscal 2002 from $49.0 million in fiscal 2001 and
by 62% in fiscal 2001 from $30.2 million in fiscal 2000. Total revenue from
customers located in Germany was $26.7 million in fiscal 2002, $23.8 million in
fiscal 2001 and $18.0 million in fiscal 2000. This represented approximately
39% of total revenue in fiscal 2002, 48% of total revenue in fiscal 2001 and
59% of total revenue in fiscal 2000. Total revenue from customers in the United
States was $21.4 million in fiscal 2002, $8.3 million in fiscal 2001 and $3.6
million in fiscal 2000. This represented approximately 31% of total revenue in
fiscal 2002, 17% of total revenue in fiscal 2001 and 12% of total revenue in
fiscal 2000. Total revenue from customers located in Europe, excluding Germany
and Ireland, was $12.8 million in fiscal 2002, $8.2 million in fiscal 2001 and
$2.6 million in fiscal 2000. This represented approximately 19% of total
revenue in fiscal 2002, 17% of total revenue in fiscal 2001 and 9% of total
revenue in fiscal 2000.

   Cost of product revenue includes outsourced manufacturing costs, and
packaging, documentation, labor and other costs associated with packaging and
shipping our electronic PoS system products. Cost of license revenue includes
shipping, software documentation, labor, third-party license fees and other
costs associated with the delivery of software products from which license
revenue is derived and the cost of providing after-sale support and maintenance
services to customers and the cost of amortized purchased technology. Cost of
service revenue includes labor, travel and other non-recoverable costs
associated with the delivery of services to customers.

   Research and development expenses consist primarily of labor and associated
costs connected with the development of our software products and electronic
PoS system 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.

   From fiscal 1997 to fiscal 2000 we substantially increased our operating
expenditures to build our presence in secure e-payment software products. This
included significant increases in our research and development expenses related
to the development of e-commerce capable products, and substantial increases in
our sales and marketing personnel as we expanded our global sales capabilities.
In fiscal 2001, we increased our research and development expenditure to
develop software applications for the mobile commerce payment market. During
fiscal 2002, research and development expenditure has started to decline as our
e-commerce products start to reach technological maturity and we seek to reduce
investment in products where the market opportunity has not yet developed due
to economic conditions.

   We operate as a holding company with operating subsidiaries in Ireland,
Germany, the United Kingdom, Uruguay, the United States and a financing
subsidiary in the Cayman Islands. Each subsidiary is taxed based on the laws of
the jurisdiction in which it is incorporated. 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, our

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<PAGE>

consolidated effective tax rate may increase to the extent that we report tax
losses in some subsidiaries and taxable income in others. In addition, our tax
rate may also be affected by costs that are not deductible for tax purposes,
such as amortization of purchased intangibles and stock compensation.

   We have significant operations and we generate a significant portion of our
taxable income in the United Kingdom, Germany and the Republic of Ireland. Some
of our 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,
and another Irish subsidiary qualifies for an exemption from income tax as our
revenue source is license fees from qualifying patents within the meaning of
Section 234 of the Irish Taxes Consolidation Act, 1997.

   We currently anticipate that we will continue to benefit from this tax
treatment, although the extent of the benefit could vary from period to period,
and our tax situation may change. In addition, if these subsidiaries were no
longer to qualify for these tax rates or if the tax laws were rescinded or
changed, our operating results could be materially adversely affected.

   A significant portion of our revenue, costs, assets and liabilities are
denominated in currencies other than the U.S. dollar, and we 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
resulting primarily from fluctuations in the U.S. dollar and the euro and the
conversion to U.S. dollars for financial reporting purposes, we experience
fluctuations in our operating results on an annual and, in particular, on a
quarterly basis. As a result of such currency fluctuations, we recognized
exchange gains of $523,000 and $842,000 in fiscal 2002 and 2000, respectively.
In fiscal 2001, however, we recognized an exchange loss of $149,000. From time
to time we have 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. We expect to
continue to experience exchange rate fluctuations on an annual and quarterly
basis, and currency fluctuations could have a material adverse impact on our
results of operations.

   The conversion to the euro has not had a material effect on the pricing of,
or the market for, our products, licenses and services, and we do not expect
the conversion will have a material effect in the future.

   On August 25, 2000, we acquired the outstanding shares of Checkline plc, a
privately held company in the United Kingdom, for total consideration initially
estimated at US$39.3 million, subject to final adjustment relating to
performance related deferred consideration. The consideration as at January 31,
2002, totaled US$41.1 million, including an estimate of performance related
deferred consideration of US$1.25 million. The total consideration comprises
the issuance of 1.2 million ADSs with a value of US$29 million at the time of
the agreement, US$11.8 million in cash, and related costs. A further US$1.25
million may become payable in cash if performance targets are achieved over the
next year and agreement is reached on other milestones. This payment, if met,
would result in an increase in the purchase price of the acquired business, and
a corresponding increase to the goodwill recorded. Checkline is a transaction
processing and electronic card payment company, with nearly 15 years of secure
payment experience. The acquisition was accounted for under the purchase method
of accounting, and accordingly, the assets, liabilities, and operating results
have been included in the accompanying financial statements from the date of
acquisition. The total purchase costs as at January 31, 2002 totaled US$41.1
million comprising the fair value of the shares issued, the cash paid and
related transaction costs, has been allocated, based on their respective fair
values, to non-current assets (purchased technology, assembled workforce,
acquired customer base and a non-compete covenant) of US$9 million, goodwill of
US$31.6 million and net assets acquired of US$0.5 million. During the year
ended January 31, 2002, the company recognized other non-current asset
impairments, principally a non compete covenant and purchased technology, of
US$1.6 million and goodwill impairment of US$17.0 million in relation to
Checkline.

   On November 15, 2000, we acquired substantially all the assets of Sursoft, a
privately held company in Latin America, for total consideration initially
estimated at US$11.0 million subject to final adjustment relating

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<PAGE>

to performance related deferred consideration outlined below. The consideration
as at January 31, 2002 totaled US$11.4 million. The total purchase costs
comprise US$8.9 million in cash, deferred consideration of US$2.2 million
payable in cash over five years, and transaction costs of US$0.3 million. In
addition, we will be required to pay additional consideration to Sursoft
shareholders each year over the five year period beginning on the first
anniversary of the closing date of the acquisition equal to 25% of the revenues
generated by the Sursoft business in excess of the related deferred
consideration amount for each year. In February 2002, we paid US$400,000
additional consideration in respect of year one revenue. Separately, the
vendors of the Sursoft assets purchased 199,004 ADSs for a total cash
consideration of US$2.0 million. The vendors of the Sursoft assets additionally
agreed to purchase a further number of ADSs for a total cash consideration of
US$1.5 million on or around the first anniversary of the closing date of the
acquisition. In December 2001, we issued 149,252 ADSs to the vendors of the
Sursoft assets in connection with this. The number of ADSs issued is currently
being contested by the vendors. The maximum additional cost, should the company
not prevail would be approximately US$400,000. Sursoft specialize in payment
card and merchant management software for credit, debit or smart cards and has
over 10 years of secure payment software experience. The acquisition was
accounted for under the purchase method of accounting, and accordingly, the
assets, liabilities, and operating results have been included in the
accompanying financial statements from the date of acquisition. The total
purchase costs of US$11.4 million comprising the fair value of the shares
issued, the cash paid, the deferred consideration and related transaction
costs, has been allocated, based on their respective fair values, to
non-current assets (purchased technology and assembled workforce) of US$3.1
million, goodwill of US$8.3 million and net assets acquired of nil.

   On November 20, 2000, we acquired Exceptis Technologies Limited, a privately
held company in Ireland, for total consideration initially estimated at US$16.5
million subject to final adjustment relating to performance related deferred
consideration and total amount of liabilities assumed. The final consideration
totaled US$18.1 million.

   The total purchase costs comprise the issuance of 1.73 million ADSs with a
value of US$15.6 million at the time of the agreement, 43,326 replacement
options over the Company's Ordinary Shares with a fair value of US$433,000,
liabilities assumed of US$2.1 million, cash of US$1.2 and related acquisition
costs of US$0.9 million. Total unearned compensation cost for outstanding
unvested options held by Exceptis employees and exchanged for unvested options
granted by us has been calculated as the portion of the intrinsic value at the
acquisition date that the future vesting period bears to the total vesting
period. The amount of unearned compensation cost, US$281,000, has been deducted
from the fair value of the total purchase price. Exceptis Technologies is a
leading provider of B2B and B2C Internet enabled payment infrastructure
solutions for fraud prevention, automated payment card dispute resolution and
risk management for card issuers, financial transaction processors and
acquirers. The acquisition was accounted for under the purchase method of
accounting, and accordingly, the assets, liabilities, and operating results
have been included in the accompanying financial statements from the date of
acquisition. The total purchase costs, comprising the fair value of the shares
and replacement options issued, the net liabilities assumed and related
transaction costs less the amount allocated to unearned compensation costs, has
been allocated, based on their respective fair values, to non-current assets
(purchased technology, assembled workforce and non-compete covenants) of US$2
million, goodwill of US$17.9 million and net liabilities assumed of US$2.1
million. During the year ended January 31, 2002, the company recognized
goodwill impairment of US$7.3 million in relation to Exceptis.

   On December 29, 2000, we acquired the primary assets of Globeset, Inc., a
privately held company in the U.S., for total consideration initially estimated
at US$33.9 million subject to final adjustment based on the total amount of
liabilities assumed. The final consideration totaled US$36.6 million. The
consideration comprises US$15.6 million in cash, net of cash acquired, the
assumption of liabilities of US$20.0 million and related acquisition costs of
US$1.0 million. Separately, the vendors of the Globeset assets purchased
902,934 ADSs for a total cash consideration of US$10.0 million. Globeset is a
supplier of secure e-payment infrastructure services and products for buyers,
sellers and financial-service providers. The acquisition was accounted for
under the purchase method of accounting, and accordingly, the assets,
liabilities, and operating results have been included

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<PAGE>

in the accompanying financial statements from the date of acquisition. The
total purchase costs of US$36.6 million, comprising the net cash paid, net
liabilities assumed and related transaction costs, has been allocated, based on
their respective fair values, to non-current assets (purchased technology,
assembled workforce and acquired customer base) of US$10.3 million and goodwill
of US$31.3 million less deferred income of US$5.0 million. During the year
ended January 31, 2002, the company recognized goodwill impairment of US$12.2
million in relation to Globeset.

   On November 13, 2001, we acquired VeriFone's secure payment infrastructure
and Internet payment ePS product line, for total consideration of US$3.4
million. The consideration comprises US$3.3 million in cash and related
acquisition costs of US$100,000. VeriFone's ePS product line is a complete
e-commerce payment management solution aimed at large retailers, financial
institutions, network operators and other multiple service providers. The
acquisition was accounted for under the purchase method of accounting. The
total purchase costs of US$3.4 million, comprising the net cash paid and
related transaction costs, has been allocated, based on their respective fair
values, to non-current assets (purchased technology and acquired customer base)
of US$2.9 million and goodwill of US$459,000. The acquisition was accounted for
in accordance with SFAS No. 141. Accordingly, goodwill was not amortized for
the post acquisition period. Non-current assets are being amortized on a
straight-line basis over their estimated useful economic lives of three years.

Critical Accounting Policies

   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. We believe the following
critical accounting policies affect the more significant judgments and
estimates used in the preparation of our financial statements.

   Revenue recognition.  We recognize license revenue when all of the following
criteria are met:

    .  persuasive evidence of an arrangement exists;

    .  delivery has occurred;

    .  our fee is fixed or determinable; and

    .  collectibility is probable.

   Revenue for services is recognized as the services are performed where
services are provided on a time and materials basis. Where services are not
being provided on a time and materials basis the revenue is accounted for in
conformity with the percentage-of-completion contract accounting method.
Maintenance and support revenue is recognized ratably over the period to which
it relates, which is typically one year. Please see Note 1 to the accompanying
financial statements under "Revenue Recognition" for a detailed description of
the Company's revenue recognition policies.

   Allowance for doubtful accounts.  The allowance for doubtful accounts
receivable is based on our assessment of the collectibility of specific
customer accounts and the aging of accounts receivable. If there is a
deterioration of a major customer's credit worthiness or actual defaults are
higher than our historical experience, our estimates of the recoverability of
amounts due to us could be adversely affected.

   Inventory reserves.  Inventory purchases and commitments are based upon
future demand forecasts. If there is a significant decrease in demand for our
products or there is a higher risk of inventory obsolescence because of rapidly
changing technology and customer requirements, we may be required to increase
our inventory allowances and our gross margin could be adversely affected.

   Long-lived assets.  We periodically assess the impairment of long-lived
assets, including identifiable intangibles and related goodwill, in accordance
with the provisions of "Accounting for the Impairment of Long

                                      43

<PAGE>

Lived Assets and for Long Lived Assets to be disposed of" (SFAS 121). We also
periodically assess the impairment of enterprise level goodwill in accordance
with the provisions of Accounting Principles Board Opinion No. 17 (APB 17),
"Intangible Assets". An impairment review is performed whenever events or
changes in circumstances indicate that the carrying value may not be
recoverable. Factors we consider important which could trigger an impairment
review include, but are not limited to, significant underperformance relative
to historical or expected operating results, significant changes in the manner
of use of the acquired assets or the strategy for our overall business,
significant negative industry or economic trends, a significant decline in our
stock price for a sustained period, and our market capitalization relative to
net book value. When we determine that the carrying value of goodwill may not
be recoverable, we measure any impairment using a projected discounted cash
flow model with a discount rate commensurate with the risk inherent in our
current business model. During the year ended January 31, 2002, we recognized
other non-current asset impairments, principally a non compete covenant and
purchased technology, of US$1,562,000 and goodwill impairment of US$36,540,000.

Results of Operations

   The following table presents our results of operations expressed as a
percentage of total revenue, after giving effect to rounding, for the periods
indicated:

<TABLE>
<CAPTION>
                                                                 Year Ended January 31,
                                                                 --------------------
                                                                 2000     2001  2002
                                                                 ----     ----  ----
<S>                                                              <C>      <C>   <C>
Revenue:
   Product......................................................  61%      45%     38%
   License......................................................  30       42      44
   Service......................................................   9       13      18
                                                                 ---      ---   ----
       Total revenue............................................ 100      100     100
Cost of revenue:
   Product......................................................  40       31      28
   License......................................................  10       13      15
   Service......................................................   7       10      13
                                                                 ---      ---   ----
       Total cost of revenue....................................  57       54      56
                                                                 ---      ---   ----
   Gross margin.................................................  43       46      44
Operating expenses:
   Research and development.....................................  29       40      30
   Sales and marketing..........................................  29       35      27
   General and administrative...................................  24       25      26
   Restructuring charge.........................................  --       --       8
   Amortization of goodwill and purchased intangible assets.....  --       14      46
   Impairment of goodwill and purchased intangible assets.......  --       --      56
   Stock compensation...........................................   7       11       1
                                                                 ---      ---   ----
       Total operating expenses.................................  90      125     195
                                                                 ---      ---   ----
Income (loss) from operations................................... (47)     (79)   (151)
Other expenses:
   Interest (income) expense, net...............................   4       14       4
   Exchange gain (loss), net....................................   3       --       1
                                                                 ---      ---   ----
       Income (loss) before provision for income taxes.......... (40)     (65)   (146)
Provision for income taxes......................................  --       (1)     --
                                                                 ---      ---   ----
       Net income (loss)........................................ (40)%    (66)%  (146)%
                                                                 ===      ===   ====
</TABLE>

                                      44

<PAGE>

Fiscal Year Ended January 31, 2002 Compared To Fiscal Year Ended January 31,
2001

  Revenue

   Total Revenue.  Total revenue increased $19.3 million to $68.3 million in
the fiscal year ended January 31, 2002 from $49.0 million in the fiscal year
ended January 31, 2001, an increase of 39%. The increase was attributable to
increased sales of software license fees, services, electronic PoS system
products and the full year inclusion of revenue derived from products acquired
in connection with the acquisitions of Checkline plc, Exceptis Technologies
Limited, the primary assets of Sursoft S.A. and Globeset, Inc. in fiscal 2001,
which were only partially included in the year ended January 31, 2001.

   We have historically derived a significant portion of our total revenue from
a small number of customers. In the fiscal year ended January 31, 2002,
Deutsche Verkehrs Bank Zentrale accounted for 12% of our total revenue and
Fiducia accounted for 10% of our total revenue. In the fiscal year ended
January 31, 2001, Which, a subsidiary of Tyco, accounted for 12% of our total
revenue.

   Product.  Product revenue increased $3.8 million to $26.1 million in the
fiscal year ended January 31, 2002 from $22.3 million in the fiscal year ended
January 31, 2001, an increase of 17%. Product revenue represented 38% of total
revenue in the fiscal year ended January 31, 2002 compared to 45% of total
revenue in the fiscal year ended January 31, 2001. The increase in product
revenue in absolute dollars was due primarily to increased volume of sales,
which represented approximately 190% of the increase in product revenues for
this period, to existing and new customers. The increase in product revenue,
however, was partially offset by lower average selling prices for our
electronic PoS system products, which declined by an average of 11% per unit in
the fiscal year ended January 31, 2002 compared to the fiscal year ended
January 31, 2001.

   The increase of product revenue was further offset by the impact of the
declining value of the euro as against the U.S. dollar in fiscal 2001, which
reduced product revenue, when converted to and reported in U.S. dollars, by 4%
if calculated using the exchange rates we experienced in fiscal 2001.

   License.  Software license revenue increased $9.6 million to $30.2 million
in the fiscal year ended January 31, 2002 from $20.6 million in the fiscal year
ended January 31, 2001, an increase of 47%. Software license revenue
represented 44% of total revenue in the fiscal year ended January 31, 2002
compared to 42% of total revenue in the fiscal year ended January 31, 2001. The
increase in software license revenue was primarily due to increased sales of
our e-payment software infrastructure products to new customers, higher average
revenue per contract, associated service and maintenance fees and the full year
inclusion of revenue derived from products acquired in connection with the
acquisitions of Checkline plc, Exceptis Technologies Limited, the acquisition
of the primary assets of Sursoft S.A., and Globeset, Inc., in fiscal 2001,
which were only partially included in the year ended January 31, 2001.

   Service.  Service revenue increased $5.9 million to $12.0 million in the
fiscal year ended January 31, 2002 from $6.1 million in the fiscal year ended
January 31, 2001, an increase of 95%. Service revenue represented 18% of total
revenue in the fiscal year ended January 31, 2002 and 13% of total revenue in
the fiscal year ended January 31, 2001. The increase in service revenue in the
fiscal year ended January 31, 2002, primarily resulted from an increase in
sales of software licenses, which resulted in increased demand for training,
project management and consulting services fees and the full year inclusion of
revenue derived from products acquired in connection with the acquisitions of
Checkline plc, Exceptis Technologies Limited, the acquisition of the primary
assets of Sursoft S.A., and Globeset, Inc., in fiscal 2001, which were only
partially included in the year ended January 31, 2001.

  Cost of Revenue

   Total Cost of Revenue.  Total cost of revenue increased $12.0 million to
$38.6 million (including $3.4 million in respect of amortization of acquired
technology) in the fiscal year ended January 31, 2002 from $26.6

                                      45

<PAGE>

million (including $1.8 million in respect of amortization of acquired
technology) in the fiscal year ended January 31, 2001, an increase of 45%.
Gross margin decreased to 44% in the fiscal year ended January 31, 2002, from
46% in the fiscal year ended January 31, 2001. The decrease in gross margin was
primarily attributed to poor performance in the product margin and an increase
in amortization of acquired technology, which was partially offset by an
increase in the proportion of higher margin software license revenues relative
to product and service revenues and an increase in service margin.

   Product.  Cost of product revenue increased $4.4 million to $19.5 million in
the fiscal year ended January 31, 2002 from $15.1 million in the fiscal year
ended January 31, 2001, an increase of 29%. The increase in the cost of product
revenue in absolute dollars primarily resulted from increased volume of sales.

   Product revenue costs increased to 75% of product revenue in the fiscal year
ended January 31, 2002 from 68% of product revenue in the fiscal year ended
January 31, 2001. The increase as a percentage of product revenue was primarily
due to lower average selling prices in fiscal 2002 for our electronic PoS
system products and by the impact of the declining value of the euro as against
the dollar in fiscal 2002. For example, sales of our electronic PoS systems in
Germany are denominated in euro while a portion of the related manufacturing
costs are denominated in U.K. pounds sterling.

   License.  Cost of license revenue increased $3.7 million to $10.4 million in
the fiscal year ended January 31, 2002 from $6.7 million in the fiscal year
ended January 31, 2001, an increase of 56%. Software license costs were 35% of
license revenue in the fiscal year ended January 31, 2002, compared to 33% in
the fiscal year ended January 31, 2001. The increase in absolute dollars
resulted primarily from the amortization of acquired technology costs related
to the acquired business.

   Service.  Cost of service revenue increased $3.9 million to $8.7 million in
the fiscal year ended January 31, 2002 from $4.8 million in the fiscal year
ended January 31, 2001, an increase of 81%. Service costs were 72% of service
revenue in the fiscal year ended January 31, 2002 compared to 78% of service
revenue in the fiscal year ended January 31, 2001. The increase in the cost of
service revenue in absolute dollars primarily resulted from a higher investment
in service infrastructure as compared to fiscal 2001. The decrease in the cost
of service revenue as a percentage of service revenue primarily resulted from
improved labor utilization as compared to fiscal 2001.

  Operating Expenses

   Research and Development.  Research and development expenses increased $1.0
million to $20.6 million in the fiscal year ended January 31, 2002, from $19.6
million in the fiscal year ended January 31, 2001, an increase of 5%. Research
and development expenses were 30% of total revenue in the fiscal year ended
January 31, 2002 compared to 40% of total revenue in the fiscal year ended
January 31, 2001. The increase in absolute dollars was primarily due to an
increase in the number of research and development employees as a result of our
acquisition of Checkline plc, Exceptis Technologies Limited, the acquisition of
the primary assets of Sursoft S.A., and Globeset, Inc. in fiscal 2001. This
increase was substantially offset by a reduction in the number of research and
development employees from 319 at January 31, 2001 to 250 at January 31, 2002.
These staff reductions were primarily as a result of involuntary staff
terminations during the year, arising on the overlap in positions as we seek to
fully integrate the acquired businesses and the closing of excess facilities
where we had multiple facilities in the same city following the acquisitions in
fiscal 2001. Accordingly, we expect that research and development expenses will
continue to decrease in absolute dollar terms and as a percentage of revenue in
fiscal 2003.

   Sales and Marketing.  Sales and marketing expenses increased $1.8 million to
$18.7 million in the fiscal year ended January 31, 2002 from $17.0 million in
the fiscal year ended January 31, 2001, an increase of 10%. Sales and marketing
expenses were 27% of total revenue in the fiscal year ended January 31, 2002
compared to 35% of total revenue in the fiscal year ended January 31, 2001. The
increase in absolute dollars was primarily

                                      46

<PAGE>

due to an increase in number of sales and marketing personnel as a result of
our acquisition of Checkline plc, Exceptis Technologies Limited, the
acquisition of the primary assets of Sursoft S.A., and Globeset, Inc. in fiscal
2001. This increase was partially offset by a reduction in direct marketing
activities, travel costs and a reduction in the number of sales and marketing
personnel from 84 at January 31, 2001 to 77 at January 31, 2002, as a result of
involuntary staff terminations during the year, arising on the overlap in
positions as we seek to fully integrate the acquired businesses following the
acquisitions in fiscal 2001. Accordingly, we believe that sales and marketing
expenses will decrease in absolute dollar terms and as a percentage of revenue
in fiscal 2003.

   General and Administrative.  General and administrative expenses increased
$5.4 million to $17.9 million in the fiscal year ended January 31, 2002, from
$12.5 million in the fiscal year ended January 31, 2001, a 43% increase.
General and administrative expenses were 26% of total revenue in the fiscal
year ended January 31, 2002, compared to 25% of total revenue in the fiscal
year ended January 31, 2001. The increase in absolute dollars was primarily due
to an increase in number of administrative personnel, facilities,
telecommunications and management information systems costs as a result of our
acquisition of Checkline plc, Exceptis Technologies Limited, the acquisition of
the primary assets of Sursoft S.A., and Globeset, Inc. in fiscal 2001,
increased facilities costs due to the leasing of additional office space in
Dublin, Ireland, San Mateo, California and Princeton, New Jersey and an
increase in depreciation. This increase was partially offset by a reduction in
the number of general and administration personnel from 80 at January 31, 2001
to 70 at January 31, 2002 as a result of involuntary staff terminations during
the year, arising on the overlap in positions as we seek to fully integrate the
acquired businesses following the acquisitions in fiscal 2001. Accordingly, we
believe that general and administration expenses will decrease in absolute
dollar terms and as a percentage of revenue in fiscal 2003.

   Restructuring Charge.  In the first and fourth quarters of fiscal 2002, we
implemented restructuring plans primarily aimed at reducing employee headcount
and consolidating facilities and assets in difficult market conditions. The
company recorded restructuring charges of US$2.5 million in the first quarter
and US$1.6 million in the fourth quarter, respectively. The costs associated
with the restructuring plans consist of US$3.0 million for employee
terminations and US$1.1 million to consolidate facilities and operations. The
restructuring plans to reduce excess employee headcount and close excess
facilities was due primarily to the overlap of positions and facilities as a
result of Trintech's acquisitions in fiscal 2001. In connection with these
activities, we reduced our workforce by approximately 115 employees and closed
facilities in Austin, Texas and Miami, Florida. As of January 31, 2002, accrued
restructuring charges related primarily to future lease commitments of
US$521,000, which will be paid through fiscal 2005, and some severance and
benefit costs of US$441,000, which will be paid in fiscal 2003. We continue to
search for subtenants for these excess facilities, but given the short duration
of the remaining lease terms and the current market for commercial real estate,
we are unlikely to be able to find subtenants at reasonable rates. In the third
quarter of fiscal 2002, the company recorded a US$1.25 million restructuring
charge related to the restructuring of the UK business. The charge is primarily
a write down of receivables.

   Amortization of Goodwill and Purchased Intangible Assets.  As a result of
acquisitions in the fiscal year 2001, we amortized $27.8 million of goodwill
and $8.4 million of purchased intangible assets in fiscal 2002, compared to
$6.3 million of goodwill and $1.8 million of purchased intangible assets in
fiscal 2001.

   Impairment of Goodwill and Purchased Intangible Assets.  During the fourth
quarter of fiscal 2002, we performed an impairment assessment of identifiable
intangible assets (included in non-current assets), principally a non compete
covenant and purchased technology, and goodwill recorded in connection with our
various acquisitions in fiscal 2001. The assessment was performed primarily due
to the significant decline in our stock price, the net book value of assets
significantly exceeding our market capitalization, the significant
underperformance of the acquisitions relative to projections and the overall
decline in industry growth rates which indicated that this trend might continue
for an indefinite period. As a result, we recorded a US$38.1 million impairment
charge in the quarter ended January 31, 2002 to reduce other intangible assets
and goodwill associated with the acquisitions to their estimated fair value.
The estimate of fair value was based upon the discounted estimated cash flows
from the sale of the products acquired for the succeeding four years using a

                                      47

<PAGE>

discount rate of 15%. The assumptions supporting the estimated cash flows,
including the discount rate reflect management's best estimates. The discount
rate was based upon the weighted average cost of capital for comparable
companies. If the prevailing discount rate had been 10% or 20%, the impairment
charge would have decreased by US$3.8 million and increased by US$1.7 million,
respectively. Of the total write down, US$1.6 million was applied to reduce
non-current assets (a non-compete covenant, purchased technology and assembled
workforce) to US$15.5 million and US$36.5 million applied to reduce goodwill to
US$19.0 million.

   Stock Compensation.  We recorded, in the year ended January 31, 2002 and in
the year ended January 31, 2001, $0.8 million and $5.3 million respectively of
non-cash stock compensation. The non-cash stock compensation expense is
associated with options granted to members of our advisory board, MasterCard
and our Chief Strategy Officer and with the exchange of unvested employee
options on the acquisition of Exceptis Technologies Limited. The stock
compensation relating to our advisory board and MasterCard are associated with
options to acquire an aggregate of 230,000 ordinary shares (460,000 equivalent
ADSs) granted at fair market value on the date of grant. The options were
treated as variable options for accounting purposes under Financial Accounting
Standard 123 and Emerging Issues Task Force abstract 96-18 ("Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods and Services" (EITF 96-18)). As a result,
non-cash stock compensation for each period was measured as the fair market
value of the option, determined using the Black-Scholes method on the period
end date multiplied by the number of options time-apportioned over their
respective vesting periods, less the aggregate amount of stock compensation
charges previously recorded for these option grants. In May 2000, we revised
these option grants and vested them immediately, resulting in a measurement
date so that in future periods the non-cash compensation charge would be fixed
on a quarterly basis.

   Interest Income (Expense), Net.  Interest income (expense), net consists of
interest income and interest expense. Interest income, net decreased $3.9
million to $3.0 million of interest income, net in the fiscal year ended
January 31, 2002 compared to $6.9 million of interest income, net in the fiscal
year ended January 31, 2001. The decrease was due to lower cash balances and
lower interest rates.

   Provision for Income Taxes.  Provision for income taxes was $85,000 in the
fiscal year ended January 31, 2002 compared to $382,000 in provision for income
taxes in the fiscal year ended January 31, 2001. The reduction resulted
primarily from a release of a provision in the United Kingdom.

Fiscal Year Ended January 31, 2001 Compared To Fiscal Year Ended January 31,
2000

  Revenue

   Total Revenue.  Total revenue increased $18.8 million to $49.0 million in
the fiscal year ended January 31, 2001 from $30.2 million in the fiscal year
ended January 31, 2000, an increase of 62%. The increase was attributable to
increased sales of software license fees, services, electronic PoS system
products and the inclusion of revenue from the acquired businesses.

   We have historically derived a significant portion of our total revenue from
a small number of customers. In the fiscal year ended January 31, 2001, Which,
a subsidiary of Tyco, accounted for 12% of our total revenue. In the fiscal
year ended January 31, 2000, Which accounted for 20% of our total revenue and
Deutsche Verkehrs Bank Zentrale accounted for 11% of our total revenue.

   Product.  Product revenue increased $3.8 million to $22.3 million in the
fiscal year ended January 31, 2001 from $18.5 million in the fiscal year ended
January 31, 2000, an increase of 21%. Electronic PoS system sales represented
45% of total revenue in the fiscal year ended January 31, 2001 compared to 61%
of total revenue in the fiscal year ended January 31, 2000. The increase in
product revenue in absolute dollars was due primarily to increased volume of
sales, which represented approximately 234% of the increase in product revenues
for this

                                      48

<PAGE>

period, to existing and new customers. The increase in product revenue,
however, was partially offset by lower average selling prices for our
electronic PoS system products, which declined by an average of 11% per unit in
the fiscal year ended January 31, 2001 compared to the fiscal year ended
January 31, 2000. The increase of product revenue was further offset by the
impact of the declining value of the euro as against the U.S. dollar in fiscal
2001, which reduced product revenue, when converted to and reported in U.S.
dollars, by 17% if calculated using the exchange rates we experienced in fiscal
2000.

   License.  Software license revenue increased $11.4 million to $20.6 million
in the fiscal year ended January 31, 2001 from $9.2 million in the fiscal year
ended January 31, 2000, an increase of 125%. Software license revenue
represented 42% of total revenue in the fiscal year ended January 31, 2001
compared to 30% of total revenue in the fiscal year ended January 31, 2000. The
increase in software license revenue was primarily due to increased sales of
our e-payment software infrastructure products to new customers, higher average
revenue per contract, associated service and maintenance fees and the inclusion
of revenue from acquisitions, which was not included in the fiscal year ended
January 31, 2000.

   Service.  Service revenue increased $3.5 million to $6.1 million in the
fiscal year ended January 31, 2001 from $2.6 million in the fiscal year ended
January 31, 2000, an increase of 134%. Service revenue represented 13% of total
revenue in the fiscal year ended January 31, 2001 and 9% of total revenue in
the fiscal year ended January 31, 2000. The increase in service revenue
primarily resulted from an increase in sales of software licenses, which
resulted in increased demand for training, project management and consulting
services in the fiscal year ended January 31, 2001.

  Cost of Revenue

   Total Cost of Revenue.  Total cost of revenue increased $9.3 million to
$26.6 million including $1.1 million in respect of amortization of acquired
technology in the fiscal year ended January 31, 2001 from $17.3 million in the
fiscal year ended January 31, 2000, an increase of 54%. Gross margin increased
to 46% in the fiscal year ended January 31, 2001, from 43% in the fiscal year
ended January 31, 2000. The increase in gross margin was attributed to
improvements in the product margin and an increase in the proportion of higher
margin software license revenues relative to product and service revenues.

   Product.  Cost of product revenue increased $3.1 million to $15.1 million in
the fiscal year ended January 31, 2001 from $12.0 million in the fiscal year
ended January 31, 2000, an increase of 26%. The increase in the cost of product
revenue in absolute dollars primarily resulted from increased volume of sales.
Product revenue costs increased to 68% of product revenue in the fiscal year
ended January 31, 2001 from 65% of product revenue in the fiscal year ended
January 31, 2000. The increase as a percentage of product revenue was primarily
due to lower average selling prices in fiscal 2001 for our electronic PoS
system products and by the impact of the declining value of the euro as against
the dollar in fiscal 2001. For example, sales of our electronic PoS systems in
Germany are denominated in euro while a portion of the related manufacturing
costs are denominated in U.K. pounds sterling.

   License.  Cost of license revenue increased $3.7 million to $6.7 million in
the fiscal year ended January 31, 2001 from $3.0 million in the fiscal year
ended January 31, 2000, an increase of 125%. Software license costs were 33% of
license revenue in the fiscal year ended January 31, 2001 compared to 33% in
the fiscal year ended January 31, 2000.

   The increase in absolute dollars resulted from the amortization of our
capitalized software development costs, amortization of acquired technology
costs, increased expenditures in both infrastructure and labor costs associated
with the expansion of our support and maintenance facilities and the cost of
third-party software products sold as part of our e-payment software solution.

                                      49

<PAGE>

   Service.  Cost of service revenue increased $2.5 million to $4.8 million in
the fiscal year ended January 31, 2001 from $2.2 million in the fiscal year
ended January 31, 2000, an increase of 114%. Service costs were 78% of service
revenue in the fiscal year ended January 31, 2001 compared to 85% of service
revenue in the fiscal year ended January 31, 2000. The increase in the cost of
service revenue in absolute dollars primarily resulted from a higher investment
in service infrastructure as compared to fiscal 2000. The decrease in the cost
of service revenue as a percentage of service revenue primarily resulted from
improved labor utilization as compared to fiscal 2000.

  Operating Expenses

   Research and Development.  Research and development expenses increased $10.7
million to $19.6 million in the fiscal year ended January 31, 2001 from $8.9
million in the fiscal year ended January 31, 2000, an increase of 120%.
Research and development expenses were 40% of total revenue in the fiscal year
ended January 31, 2001 compared to 29% of total revenue in the fiscal year
ended January 31, 2000. The increase in absolute dollars and as a percentage of
total revenue was primarily due to an increase in number of research and
development employees from 155 at January 31, 2000 to 319 at January 31, 2001
including 126 employees in the four acquired businesses.

   Sales and Marketing.  Sales and marketing expenses increased $8.1 million to
$16.9 million in the fiscal year ended January 31, 2001 from $8.8 million in
the fiscal year ended January 31, 2000, an increase of 92%. Sales and marketing
expenses were 35% of total revenue in the fiscal year ended January 31, 2001
compared to 29% of total revenue in the fiscal year ended January 31, 2000. The
increase in absolute dollars primarily resulted from the recruitment of
additional sales personnel, the expansion of our sales offices in San Mateo,
California and Dublin, Ireland, and increases in direct marketing activities,
travel costs, and marketing programs conducted in conjunction with our product
customers.

   General and Administrative.  General and administrative expenses increased
$5.2 million to $12.5 million in the fiscal year ended January 31, 2001 from
$7.3 million in the fiscal year ended January 31, 2000, a 70% increase. General
and administrative expenses were 25% of total revenue in the fiscal year ended
January 31, 2001 compared to 24% of total revenue in the fiscal year ended
January 31, 2000. The increase in absolute dollars and as a percentage of total
revenue primarily resulted from increases in labor costs of approximately $1.8
million related to hiring additional management and administrative personnel,
facilities costs of approximately $544,000 due to the leasing of additional
office space in Frankfurt, Germany, San Mateo, California and Princeton, New
Jersey, telecommunications and management information systems costs of
approximately $824,000, an increase in depreciation costs of approximately
$302,000 and the inclusion of general and administration expenditures of $1.4
million in respect of Checkline plc, which we acquired in August 2000.

   Amortization of Goodwill and Purchased Intangible Assets.  As a result of
acquisitions in the fiscal year 2001, we amortized $6.3 million of goodwill and
$1.8 million of purchased intangible assets in fiscal 2001, compared to $0.0
million in fiscal 2000.

   Stock Compensation.  We recorded, in the year ended January 31, 2001 and in
the year ended January 31, 2000, $5.3 million and $2.1 million respectively of
non-cash stock compensation associated with options to acquire an aggregate of
230,000 ordinary shares (460,000 equivalent ADSs) granted to members of our
advisory board and MasterCard at fair market value on the date of grant. The
options were treated as variable options for accounting purposes under
Financial Accounting Standard 123 and Emerging Issues Task Force abstract 96-18
("Accounting for Equity Instruments that are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods and Services" (EITF 96-18)).
As a result, non-cash stock compensation for each period was measured as the
fair market value of the option, determined using the Black-Scholes method on
the period end date multiplied by the number of options time-apportioned over
their respective vesting periods, less the aggregate amount of stock
compensation charges previously recorded for these option grants. In April
2000, we revised these option grants and vested them immediately, resulting in
a measurement date so that in future periods the non-cash compensation charge
would be fixed on a quarterly basis.

                                      50

<PAGE>

   Interest Income (Expense), Net.  Interest income (expense), net consists of
interest income and interest expense. Interest income, net increased $5.6
million to $6.9 million of interest income, net in the fiscal year ended
January 31, 2001 compared to $1.2 million of interest income, net in the fiscal
year ended January 31, 2000. The increase was due to higher cash balances
arising from the sale of approximately 5.9 million ordinary shares in our
initial public offering in September 1999 and approximately 2.2 million
ordinary shares in our secondary public offering in May 2000.

   Provision for Income Taxes.  Provision for income taxes was $382,000 in the
fiscal year ended January 31, 2001 compared to $3,000 in provision for income
taxes in the fiscal year ended January 31, 2000. The increase resulted
primarily from an increase in the amount of taxation payable in the United
Kingdom from the acquisition of the Checkline business in August 2000.

B.  Liquidity and Capital Resources

   On May 4, 2000, we completed a secondary public offering and received net
proceeds of $93.5 million from the sale of 2,225,000 ordinary shares. On
September 24, 1999, we completed our initial public offering and received net
proceeds of approximately $59.5 million from the sale of 5,887,598 ordinary
shares. In fiscal 1999, we raised an aggregate of $20.0 million in private
placements of 482,765 ordinary shares and 3,000,000 redeemable convertible
preference shares. Prior to fiscal 1999, we had satisfied our cash requirements
principally through cash generated by operations, proceeds from the sale of
ordinary shares to a single outside investor and borrowings under our bank
credit facilities.

   The Company has agreed an unsecured overdraft facility of Euro 2.5 million
(approximately US$2.2 million) from Bank of Ireland. Advances under this
facility will bear interest at the Bank's Prime overdraft rate, 3.93% as at
January 31, 2002. The facility will become effective during the first quarter
of fiscal 2003. As of January 31, 2002 there was US$0 outstanding under the
facility. The facility does not have a stated expiration date, but all amounts
drawn thereunder are repayable on demand. As of January 31, 2002, we had
working capital of $52.3 million, including cash and cash equivalents totaling
$12.1 million and marketable securities totaling $48.0 million.

   Net cash used in operating activities was approximately $48.4 million and
$59.4 million for fiscal 2000 and 2001, respectively. Net cash provided by
operating activities was approximately $12.5 for fiscal 2002. Net cash used in
operating activities in fiscal 2000 resulted primarily from a loss on
operations of $12.1 million and net purchases of marketable securities of $41.7
million, partially offset by an increase in the level of current liabilities.
Net cash used in operating activities in fiscal 2001 resulted primarily from a
loss on operations, excluding the amortization of goodwill and intangible
assets and stock compensation, of $16.1 million, net purchases of marketable
securities of $38.6 million and an increase in accounts receivable and pre-paid
expenses of $10.9 million, partially offset by an increase in the level of
current liabilities. Net cash provided by operating activities in fiscal 2002
resulted primarily from net sales of marketable securities of $39.4 million,
partially offset by a loss on operations, excluding the amortization of
goodwill and intangible assets, and stock compensation, of $21.5 million, and a
decrease in the level of current liabilities of $5.1 million.

   Net cash used in investing activities was approximately $1.9 million for
fiscal 2000, $44.5 million for fiscal 2001 and $21.5 million for fiscal 2002.
Net cash used in fiscal 2000 was primarily related to the purchase of property
and equipment of $1.9 million. Net cash used in fiscal 2001 was primarily
related to payments made, net of cash acquired, for the acquisition of
Checkline plc of $10.2 million, Sursoft of $4.7 million and GlobeSet of $25.9
million and the purchase of property and equipment of $3.7 million. Net cash
used in fiscal 2002 was primarily related to payments made for the acquisition
of the Verifone ePS product line of $3.3 million, payments relating to Globeset
liabilities of $9.5 million and deferred consideration for our fiscal 2001
acquisitions for Sursoft of $4.2 million and Exceptis Technologies Limited of
$1.3 million and the purchase of property and equipment of $2.8 million.

                                      51

<PAGE>

   Net cash provided by financing activities was approximately $59.2 million
for fiscal 2000, $107.1 million for fiscal 2001 and $1.9 million for fiscal
2002. Net cash provided by financing activities in fiscal 2000 related to the
$59.5 million net of expenses raised from the sale of approximately 5.9 million
ordinary shares, represented by approximately 11.8 million ADSs, in our initial
public offering. Net cash provided by financing activities in fiscal 2001
primarily related to the $93.5 million net of expenses raised from the sale of
approximately 2.2 million ordinary shares, represented by approximately 4.4
million ADSs, in our secondary public offering. Net cash provided by financing
activities in fiscal 2002 related to the net proceeds from the sale of shares
in connection with the company's employee benefit plans.

   As of January 31, 2002, contractual obligations relating to our facilities
lease commitments totaled US$45.9 million, payable through fiscal 2015,
including future minimum payments for abandoned properties of US$32.8 million.
The company has estimated it will incur US$17.3 million in net payments over
the remaining period of the leases of which US$4.0 million will be paid out in
fiscal 2003, US$3.6 million in fiscal 2004 and US$29.0 million thereafter.

   Although we have no material commitments for capital expenditures or
strategic investments, other than those resulting from acquisitions, we
anticipate an increase in the rate of capital expenditures consistent with our
anticipated needs in operations, infrastructure and personnel. Under the terms
of our acquisition agreement to acquire Checkline plc, we will be required to
pay up to $2.5 million to the former stockholders of Checkline plc if certain
performance criteria are met.

   Under the terms of our acquisition agreement with Sursoft, we will be
required to pay additional consideration to Sursoft shareholders each year over
the five year period beginning on the first anniversary of the closing date of
the acquisition equal to 25% of the revenues generated by the Sursoft business
in excess of the related deferred consideration amount for each year. In
February 2002, we paid US$400,000 additional consideration in respect of year
one revenue. Under the terms of our acquisition agreement to acquire Exceptis
Technologies Limited, we will be required to pay $1.25 million to the employees
and former stockholders of Exceptis Technologies Limited during fiscal 2003.
Our future liquidity and capital requirements will depend upon numerous factors
including the cost and timing of 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 our existing and new
products gain market acceptance, market developments, the level and timing of
license revenue and available borrowings under line of credit arrangements.

   We believe that funds available under our new credit facility which will
become effective during the first quarter of fiscal 2003, and cash and cash
equivalents on hand will be sufficient to meet our projected working capital
requirements for at least the next 12 months. However, the underlying assumed
levels of revenues and expenses may prove to be inaccurate. We may be required
to finance any additional requirements within the next twelve months or beyond
through additional equity, debt financings or credit facilities. We may not be
able to obtain additional financings or credit facilities, or if these funds
are available, they may not be available on satisfactory terms. If funding is
insufficient at any time in the future, we may be unable to develop or enhance
our products or services, take advantage of business opportunities or respond
to competitive pressures. If we raise additional funds by issuing equity
securities, dilution to existing shareholders will result.

   On February 27, 2002 we announced that we would be taking a restructuring
charge of $3.5 million in the quarter ending April 30, 2002. This charge
relates primarily to involuntary staff terminations and the closing of excess
facilities as we reduce our cost base to reflect current market conditions. The
implementation of these cost reductions will impact our sales and marketing
costs, research and development costs, and general administrative costs.

C.  Recent Accounting Pronouncements

   The Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") in
June 1998. SFAS 133, which requires all derivative

                                      52

<PAGE>

Instruments to be recognized as either assets or liabilities on the balance
sheet at their fair value, provides a comprehensive and consistent standard for
the recognition and measurement of derivatives and hedging activities. As
amended, this statement is effective for fiscal years beginning after June 15,
2000 and therefore applied to the Company from the first quarter of fiscal
2002. Application of the new rules had no material impact on the consolidated
financial statements of the Company as it had no derivative or hedging
transactions in fiscal 2002.

   In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 addresses financial accounting and reporting for business combinations
and it requires business combinations in the scope of this Statement to be
accounted for using the purchase method of accounting and eliminates pooling of
interests accounting. The provisions of this Statement apply to all business
combinations initiated after June 30, 2001. The adoption of this Statement did
not have a material effect on our consolidated financial position, results of
operations, or cash flows.

   In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other acquired assets. It addresses how intangible assets that are
acquired individually or with a group of other assets (but not those acquired
in a business combination) should be accounted for in financial statements upon
their acquisition. This Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements. With the adoption of this Statement,
goodwill and other intangible assets with indefinite lives are no longer
subject to amortization over their estimated useful lives. Goodwill and other
intangible assets with indefinite lives will be assessed for impairment each
year and upon the occurrence of certain events using the fair-value-based test.
This Statement becomes effective December 15, 2001. We will apply the new rules
on accounting for goodwill and other intangible assets beginning in our first
quarter of fiscal 2003. We will reclassify non-current assets relating to
assembled workforces of US$1.5 million to goodwill on February 1, 2002, and
cease to amortize goodwill of US$20.5 million. Application of the non
amortization provisions of SFAS No. 142 is expected to result in a reduction in
expenses of US$10.9 million and approximately US$0.18 per ADS for fiscal 2003.

   In August 2001, the FASB issued SFAS No. 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets". SFAS No. 143 addresses
financial accounting and reporting for the retirement obligation of an asset.

   This statement states that companies should recognize the asset retirement
cost, at its fair value, as part of the cost of the asset and classify the
accrued amount as a liability in the consolidated balance sheet. The asset
retirement liability is then accreted to the ultimate payout as interest
expense. The initial measurement of the liability would be subsequently updated
for revised estimates of the discounted cash outflows. The Statement will be
effective for fiscal years beginning after June 15, 2002.

   In August 2001, the FASB, issued SFAS, No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of. The Statement will be effective for fiscal
years beginning after December 15, 2001. The adoption of this Statement is not
expected to have a material effect on our consolidated financial position,
results of operations, or cash flows.

   In November 2001, the Emerging Issues Task Force finalized Issue No. 01-09,
"Accounting for consideration given by a vendor to a customer (including a
reseller of the vendor's products)," which states, among other provisions, that
cash consideration (including a sales incentive) given by a vendor to a
customer is presumed to be a reduction of the selling price and, therefore,
should be characterized as a reduction in revenue. That presumption may be
overcome upon meeting certain conditions, in which case the consideration
should be characterized as a cost. We adopted the provisions of Issue No. 01-09
during the fourth quarter of fiscal 2002, and the adoption did not have a
significant impact on our financial position or results of operations.

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<PAGE>

D.  Research and Development

   For a discussion of our research and development activities, patents and
licenses, please see Item 4.B "Information on the Company--Business Overview."

E.  Trend Information

   For a discussion of significant recent trends in our financial condition and
results of operations, please see Item 5.A "Operating and Financial Review and
Prospectus--Operating Results" and 5.B "Operating and Financial Review and
Prospects--Liquidity and Capital Resources."

Item 6.  Directors, Senior Management and Employees

A.  Directors and Senior Management

   The following table presents information regarding our directors and
executive officers as of April 26, 2002:

<TABLE>
<CAPTION>
 Name                     Age                  Position
 ----                     ---                  --------
 <S>                      <C> <C>
 Executive Directors
    Cyril P. McGuire..... 42  Chairman, Chief Executive Officer and Director(1)
    John F. McGuire...... 40  President and Director(1)
    Kevin C. Shea........ 51  Chief Strategy Officer and Director
    R. Paul Byrne........ 37  Chief Financial Officer and Director
 Non-executive Directors
    Edmund Jensen........ 64  Director(1)(2)
    Robert M. Wadsworth.. 41  Director(1)(2)
    Trevor D. Sullivan... 65  Director(2)
 Other Executive Officers
    George L. Burne...... 39  Vice President, Technology
    John Harte........... 57  Executive Vice President, Sales and Marketing
    Donald Marcotte...... 45  Vice President, Sales
</TABLE>
--------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee

   Cyril P. McGuire, one of our co-founders, has served as a director since
1987, as our chairman since August 1999 and as our chief executive officer
since February 2002. From 1991 to August 1999, Mr. McGuire served as our
president, and from 1987 to 1991, Mr. McGuire served as our managing director.
Before co-founding us, 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 electronic industry investment
projects. Mr. McGuire received a bachelor of commerce and master of business
studies from University College Dublin. Mr. McGuire is a member of the
Marketing Institute of Ireland. Mr. McGuire currently resides in Dublin,
Ireland.

   John F. McGuire, one of our co-founders, has served as a director since
1987, the year of our incorporation, and has been our president since February
2002. From 1987 to February 2002, Mr. McGuire served as our chief executive
officer. During his studies at Trinity College, Dublin, Mr. McGuire developed
an encrypted electronic PoS device, which provided our original business
concept. Mr. McGuire has received a bachelors of arts in mathematics, a
bachelor of engineering in electronics and a diploma of business management
from Trinity College, Dublin. Mr. McGuire is a fellow of Institute of Engineers
of Ireland. Mr. McGuire currently resides in Dublin, Ireland.

   Kevin C. Shea has served as a director since 2000 and chief strategy officer
since October 2001. From 2000 to October 2001 Mr. Shea served as chief
operating officer. Prior to joining us, Mr. Shea was chief financial

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<PAGE>

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 bachelors
of social science from the State University of New York. Mr. Shea currently
resides in the United States.

   R. Paul Byrne has been our chief financial officer since January 1996. Since
February 1997, Mr. Byrne has also served as a director and secretary. Before
joining us, Mr. Byrne was group financial controller and publisher 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, a large accounting firm. 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.

   Edmund Jensen has served as the chairman of our advisory board since May
1999. From 1994 until 1999, he was the president and chief executive officer of
VISA International, a card association.

   From 1974 until 1994, he held various positions at US Bancorp. Mr. Jensen
served as vice president of corporate planning and development of US Bancorp
from 1974 until 1991, as chief operating officer from 1991 until 1993 and as
vice-chairman from 1993 until 1994. Mr. Jensen currently serves on the board of
directors of the Corillian Corporation, a software company providing
Internet-based financial services platforms, and Phoenix Technologies Ltd., a
software company providing system-enabling software solutions for PC's and
other digital devices.

   Mr. Jensen has informed the Board that he will be resigning his position as
a Board member prior to our 2002 AGM.

   Trevor D. Sullivan has served as a director since 1991. From 1991 to August
1999, Mr. Sullivan was the chairman of our board of directors. 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, a computer products company. From
1981 until 1985, Mr. Sullivan held other senior management positions at Memorex
International, a computer products company. Before 1981, Mr. Sullivan held
several senior management positions at IBM, a computer company. Mr. Sullivan
currently resides in Dublin, Ireland.

   Robert M. Wadsworth has served as a director since September 1998. Since
1986, Mr. Wadsworth has been a general partner of HarbourVest Partners LLC, a
private investment company. Mr. Wadsworth has served as the Managing Director
of HarbourVest Partners LLC since 1997. Before 1986, Mr. Wadsworth worked for
Booz, Allen & Hamilton, an international consulting company, specializing in
the areas of operations strategy and manufacturing productivity. Mr. Wadsworth
currently serves on the advisory boards of several US venture firms and on the
board of directors of ePresense, Inc., a web design and development company,
Switchboard, Inc., an Internet-based local merchant networking company, Concord
Communications, Inc., an Internet infrastructure company, and Network Engines,
Inc., a network infrastructure company. Mr. Wadsworth received his bachelor of
science degree, magna cum laude, in systems engineering and computer science
from the University of Virginia, and his master in business administration,
with distinction, from Harvard Business School.

   George L. Burne has been our vice president, technology since September
1989. Before joining us, Mr. Burne was a senior software design
engineer/project leader at PCAS, a European technology company, from January
1988 to September 1989. Mr. Burne received a bachelor of science in
Engineering, first class honors and a higher diploma in Engineering from
Trinity College, Dublin. Mr. Burne is a member of the Institute of Electrical
Engineers.

                                      55

<PAGE>

   John M. Harte joined us in August 1999 as our executive vice president for
sales and marketing. 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
has sat on the board of directors of NeoVista Software Inc. since 1996. 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.

   Donald J. Marcotte joined us in January, 1999 and is our vice president,
sales. Before joining us, Mr. Marcotte worked at Syncsort Inc., a maker of
client server performance software from 1990 until 1999. From 1995 through
1999, Mr. Marcotte served as Syncsort's director of North American sales. From
1990 through 1995, Mr. Marcotte was director for international operations where
he managed distributor operations. Mr. Marcotte also spent eleven years from
1979 to 1990 with Wang Laboratories, a computer services company, and IBM, a
computer company, where he held a number of management positions including
sales management. Mr. Marcotte received his bachelor in business administration
from the University of Notre Dame and his master in business administration in
finance from Fordham University.

   John McGuire and Cyril McGuire are brothers. There are no other family
relationships among any of our directors or executive officers.

  Our Advisory Board

   In March 1999, we established an advisory board consisting of members from
the banking, smart card and Internet industries. The role of the advisory board
is to provide insight and consultation on industry developments and trends that
affect us. The members of the advisory board also provide us with a valuable
international profile and contacts in the e-payment industry. The advisory
board has no corporate authority under our memorandum or articles of
association. The members of the advisory board are as follows:

<TABLE>
<CAPTION>
                       Name              Age  Position
                       ----              --- -----------
                       <S>               <C> <C>
                       Edmund Jensen.... 64  Chairperson
                       Magdalena Yesil.. 43  Member
                       Robert Schneider. 53  Member
</TABLE>

   Edmund Jensen has served as the chairman of our advisory board since May
1999. From 1994 until 1999, he was the president and chief executive officer of
Visa International, a card association. From 1974 until 1994, he held various
positions at US Bancorp. Mr. Jensen served as vice president of corporate
planning and development of US Bancorp from 1974 until 1991, as chief operating
officer from 1991 until 1993 and as vice-chairman from 1993 until 1994. Mr.
Jensen currently serves on the board of directors of the Corillian Corporation,
a software company providing Internet-based financial services platforms, and
Phoenix Technology Ltd., a software company providing system-enabling software
solutions for PC's and other digital devices.

   Magdalena Yesil has served as a member of our advisory board since June
1999. Since 1998, Ms. Yesil has been a general partner in U.S. Ventures, a
venture capital firm. From August 1996 until April 1997, Ms. Yesil was the
chief executive officer of MarketPay, an e-commerce software company, and from
1994 until August 1996, Ms. Yesil was a co-founder and vice-president of
marketing and technology of CyberCash, a software company. Ms. Yesil has
received a B.A. in engineering from Stanford University.

   Robert Schneider has served as a member of our advisory board since June
1999. Mr. Schneider founded SCM Microsystems, Inc., a provider of smart-card
products and technologies, as its president, chief executive officer, general
manager and chairman of the board in 1990. Mr. Schneider currently serves as
chairman of the

                                      56

<PAGE>

board and managing director of SCM Microsystems GmbH, a German subsidiary of
SCM Microsystems, Inc. Mr. Schneider holds a degree in engineering from HTBL
Salzburg and a B.A. degree from Akademie for business administration in
Uberlingen.

   We currently do not provide cash compensation to persons for their services
as members of our advisory board. However, each advisory board member is
granted an option to acquire up to 60,000 ordinary shares (120,000 equivalent
ADSs) under our directors and consultants share option scheme in return for
service which he/she provides as a member of the advisory board.

   We do not have any currently outstanding loans to any members of our
advisory board. In addition, we do not have any currently outstanding
guarantees for the benefit of any members of our advisory board.

  Limitations on Liability and Indemnification Matters

   In general, Section 200 of the Irish Companies Act, 1963 prohibits us from
exempting any of our 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 our 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 our 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. Our articles of association contain a
provision for this indemnity.

   Our 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 our 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 some of our 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 our 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.

B.  Compensation

   The aggregate compensation paid by us and our subsidiaries to our directors
and executive officers as a group of 10 persons in the year ended January 31,
2002 totaled $1,809,253. All of the $1,809,253 was paid by our subsidiaries.
Amounts paid include salary and pension, retirement and other similar benefits.

                                      57

<PAGE>

   The following table sets forth information concerning options granted to our
directors and executive officers as of the fiscal year ended January 31, 2002:

<TABLE>
<CAPTION>
                                     Number of
                                    Options (in
                                    equivalent  Exercise Price Expiration
      Name                             ADSs)         ADS          Date
      ----                          ----------- -------------- ----------
      <S>                           <C>         <C>            <C>
      Kevin C. Shea................  1,165,000   $0.78-$5.78   2006-2008
      R. Paul Byrne................    901,060    1.01-13.50   2004-2009
      John Harte...................    700,000     1.70-5.68   2006-2008
      Donald Marcotte..............    308,000    2.65-13.50   2006-2007
      John F. McGuire..............    330,000     1.10-1.82   2004-2008
      Cyril P. McGuire.............    350,000     1.10-1.82   2004-2008
      George L. Burne..............    345,002    0.32-50.05   2004-2008
      Edmund Jensen................    390,000    1.35-24.56   2006-2009
      Trevor Sullivan..............     40,000     1.35-7.50   2007-2008
      Robert Wadsworth.............     40,000     1.35-7.50   2007-2008
</TABLE>

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

   We do not have any currently outstanding loans to any of our directors. In
addition, we do not currently have any outstanding guarantees for the benefit
of any of our directors.

C.  Board Practices

   Our memorandum and articles of association authorize no fewer than three nor
more than fifteen directors. Our shareholders may, from time to time, increase
or reduce the number of directors by ordinary resolution. We presently have
seven directors.

   Generally, directors are elected by our shareholders at an annual general
meeting by ordinary resolution, a resolution adopted by a majority of the votes
cast on the resolution by our shareholders entitled to vote on the matter. Our
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. Our shareholders may also determine the retirement rotation
for any additional directors. Additionally, our 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.

   Our 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.

   Our 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.

                                      58

<PAGE>

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

<TABLE>
<CAPTION>
                                                Date
                                                Board
                                               Service Termination/Renewal Date of
Name                           Position         Began        Current Office
----                     --------------------- ------- ---------------------------
<S>                      <C>                   <C>     <C>
Robert M. Wadsworth..... Director               1998   Annual General Meeting 2002
Edmund Jensen........... Director               2000   Resigning prior to 2002 AGM
Kevin C. Shea........... Director               2000   Annual General Meeting 2003
Cyril P. McGuire........ Director/Chairman/CEO  1987   Annual General Meeting 2002
John F. McGuire......... Director               1987   Annual General Meeting 2003
Trevor D. Sullivan...... Director               1991   Annual General Meeting 2004
R. Paul Byrne........... Director               1997   Annual General Meeting 2004
</TABLE>

   There are no agreements providing for the payment of any consideration to
any non-executive Board member upon the termination of his services to the
Company. Mr. Jensen has informed the Board that he will be resigning his
position as a Board member prior to our 2002 AGM.

  Board Committees

   Our board of directors may delegate aspects of its responsibilities to
committees of the board. Our board of directors has established an audit
committee and a compensation committee.

  Audit Committee

   The responsibilities of the Audit Committee include reviewing our annual and
quarterly financial statements and taking steps to ensure that an independent
accounting firm reviews our financial statements prior to our filing them with
the Securities and Exchange Commission or other regulatory bodies. The Audit
Committee recommends to our board of directors the selection of an independent
accounting firm and approves the fees and other compensation to be paid to our
accounting firm. The Audit Committee shall also:

    .  review the performance of the Company's independent accounting firm; and

    .  review the adequacy of the internal financial and accountancy 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.

  Compensation Committee

   The Compensation Committee establishes and reviews overall policy and
structure with respect to compensation matters, including the determination of
compensation arrangements for our directors, executive officers and key
employees. The Compensation Committee is also responsible for the
administration and award of options to purchase shares pursuant to our option
schemes.

                                      59

<PAGE>

D.  Employees

   We employed the following numbers of employees as of January 31, 2000, 2001
and 2002:

<TABLE>
<CAPTION>
                                                  As of January 31,
                                                  -----------------
                Category                          2000    2001 2002
                --------                          ----    ---- ----
                <S>                               <C>     <C>  <C>
                Research and development......... 155     319  250
                Professional and support services  35     140  114
                Sales and marketing..............  54      84   77
                Administration...................  42      80   70
                                                  ---     ---  ---
                   Total......................... 286     623  511
                                                  ===     ===  ===
</TABLE>

   Of our total number of employees, as of January 31, 2002, 198 are located in
Ireland, 80 are located in Europe outside Ireland, 144 are located in North
America, 84 are located in South America and 5 in Asia Pacific and South Africa.

   None of our employees are represented under collective bargaining
agreements. We have never experienced a work stoppage, and we believe that our
relations with our employees are good.

E.  Share Ownership

   For information concerning the beneficial ownership of our ADSs by our
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 of
companies in the Trintech Group and for the purpose of attracting and retaining
the best available personnel to promote the success of our business. The
aggregate number of shares which may be issued pursuant to our employee benefit
plans is 6,000,000 ordinary shares (12,000,000 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 our
ADSs then outstanding.

  Trintech Group Limited share option 1997 scheme

   We established the Trintech Group Limited share option 1997 scheme on May
28, 1997. The 1997 scheme was approved by our shareholders on November 21,
1997. The purpose of the 1997 scheme is to attract and retain the best
available personnel to promote the success of our business. We are required to
keep available sufficient authorized but unissued shares to satisfy our
obligations under the plan. The 1997 scheme will terminate on May 27, 2007,
unless previously terminated by the board of directors.

   Under the 1997 scheme, all of our key employees and executive directors as
well as those of our subsidiaries are eligible to receive grants of
nonstatutory options. In addition, US resident employees and executive
directors are 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 is administered by a 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

                                      60

<PAGE>

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
of Trintech Group Limited may amend or modify the 1997 scheme at any time.

   As of January 31, 2002, 787,460 ordinary shares (1,574,920 equivalent ADSs)
have been issued upon the exercise of share options granted under the 1997
scheme and 3,728,850 ordinary shares (7,457,700 equivalent ADSs) are subject to
outstanding options. The weighted exercise price for all outstanding options to
purchase equivalent ADSs under the 1997 scheme is $5.20, or approximately
(Euro)5.79 per equivalent ADS.

  Trintech Group PLC directors and consultants share option scheme

   On April 22, 1998, we established the Trintech Group Limited directors and
consultants share option scheme. The purpose of the scheme is to attract and
retain the best available directors and consultants and to promote the success
of our business. The directors and consultants scheme will terminate on April
21, 2008, unless previously terminated by the board of directors.

   Under the directors and consultants scheme, all of our directors and
consultants as well as those of our subsidiaries are eligible to receive grants
of nonstatutory options. In addition, US resident directors and consultants are
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 is administered by a 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 scheme at any time.

   As of January 31, 2002, 20,708 ordinary shares (41,416 equivalent ADSs) have
been issued upon the exercise of share options granted under the directors and
consultants scheme, and 402,500 ordinary shares (805,000 equivalent ADSs) are
subject to outstanding options. The weighted exercise price for all outstanding
options to purchase equivalent ADSs under the directors and consultants scheme
is $6.12, or approximately (Euro)6.82 per equivalent ADS.

  Exceptis Technologies Limited share option scheme

   On November 20, 2000, we assumed certain outstanding options under the
Exceptis Technologies Limited share option scheme pursuant to our acquisition
of Exceptis Technologies Limited.

   Under the Exceptis Technologies Limited share option scheme, all of Exceptis
Technologies Limited's executives and employees employed on a permanent basis
as well as those of its subsidiaries were eligible to receive grants of share
options in Exceptis Technologies Limited. The Exceptis Technologies Limited
share option scheme is administered by the 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. The board of
directors may amend, modify, or terminate the Exceptis Technologies Limited
share option scheme at any time.

   In connection with the assumption of the plan, we assumed insert amount
options granted under the Exceptis Technologies Limited share option scheme in
exchange for options over 43,326 of our ordinary shares (86,652 equivalent
ADSs). The board of directors has decided not to issue any additional options
under the Exceptis Technologies Limited share option scheme. As of January 31,
2002, 22,359 ordinary shares (44,718 equivalent ADS) are subject to outstanding
options. The weighted exercise price for all outstanding options to purchase
equivalent ADSs under the Exceptis Technologies Limited share option scheme is
$2.33, or approximately (Euro)2.59 per equivalent ADS.

                                      61

<PAGE>

  Trintech savings related share option scheme 1999

   On August 23, 1999, we obtained shareholder approval for the establishment
of the Trintech employee savings related share option scheme 1999 for our Irish
employees.

   The savings related share option scheme applies to all our qualifying Irish
employees and executive directors and is an approved scheme under Schedule 12A
of the Taxes Consolidation Act 1997 of the Republic of Ireland.

   All employees and executive directors who are tax resident in Ireland are
eligible to participate in the savings related share option scheme.

   Under the savings related share option scheme, participants must enter into
a savings contract with a Revenue certified savings carrier to save between 12
and 317 euro a month for a period of three, five or seven years to fund option
exercise. Participants are granted an option on the basis of the amount that
the Participant has agreed to save. Options may be granted at a discount of up
to 15% of the market value (by reference to Nasdaq dealing prices) of the
ordinary shares underlying the options.

   Grants of options under the savings related share option scheme may vary as
between participants according to level of remuneration, length of service or
other factors relating to their position.

   Options granted under the savings related share option scheme are not
transferable. Options may only be exercised by the participant or, in the event
of his death, his personal representative. The savings related share option
scheme will terminate ten years after its adoption by the board of directors
unless otherwise terminated before that date by the board of directors. The
board of directors has power to amend the savings related share option scheme
subject to the consent of the Irish Revenue Commissioners.

  1999 employee share purchase plan

   On August 23, 1999, we obtained shareholder approval for the establishment
of the Trintech 1999 employee share purchase plan for our U.S. employees. The
1999 share purchase plan is intended to qualify under Section 423 of the Code
and contains consecutive, overlapping, twenty-four month offering periods. Each
offering period includes four six-month purchase periods. The offering periods
generally start on the first trading day on or after March 1 and September 1 of
each year.

   Our U.S. employees are eligible to participate if they are customarily
employed by us or any participating subsidiary for at least 20 hours per week
and more than five months in any calendar year. However, any employee who
immediately after grant owns stock with 5% or more of the total combined voting
power or value of all classes of our capital shares, or holds rights to
purchase shares under our employee share purchase plans that accrue at an
annual rate exceeding $25,000 worth of shares for each calendar quarter may be
not be granted an option to purchase shares under the 1999 share purchase plan.
The 1999 share purchase plan permits participants to purchase common stock
through payroll deductions of up to 15% of the participant's compensation.
Compensation is defined as the participant's base straight time gross earnings,
bonuses and commissions but is exclusive of payments for overtime, shift
premium payments, incentive compensation, incentive payments and other
compensation.

   The total amounts deducted and accumulated from the participant's pay are
used to purchase ordinary shares at the end of each purchase period. The price
of ordinary shares purchased under the 1999 share purchase plan is generally
85% of the lower of the fair market value of the ordinary shares at the
beginning of the offering period or at the end of the purchase period. If the
fair market value at the end of a purchase period is less than the fair market
value at the beginning of the offering period, the participants will be
withdrawn from the current offering period following exercise and automatically
enrolled in a new offering period. The new offering period will use

                                      62

<PAGE>

the lower fair market value as of the first date of the new offering period to
determine the purchase price for future purchase periods. Participants may end
their participation at any time during an offering period, and they will be
paid their payroll deductions to date. Participation ends automatically upon
termination of employment with us. Rights granted under the 1999 share purchase
plan are not transferable by a participant other than by will, the laws of
descent and distribution, or as otherwise provided under the 1999 share
purchase plan. The 1999 share purchase plan provides that, in the event of a
merger of with or into another corporation or a sale of substantially all of
our assets, each outstanding option may be assumed or substituted for by the
successor corporation. If the successor corporation refuses to assume or
substitute for the outstanding options, the offering period then in progress
will be shortened and a new exercise date will be set. The 1999 share purchase
plan will terminate in 2009. The board of directors has the authority to amend
or terminate the 1999 share purchase plan, except that no board action may
adversely affect any outstanding rights to purchase shares under the 1999 share
purchase plan.

   As of April 26, 2002, there were outstanding options to purchase an
aggregate of 4,116,917 ordinary shares (8,233,834 equivalent ADSs) at exercise
prices ranging from $0.72 to $110.50 per ordinary share and expiration dates
ranging from May 2004 to October 2009 under our employee benefit plans. As of
April 26, 2002, the Company's directors and executive officers held options to
purchase an aggregate of 1,946,092 ordinary shares (3,892,184 equivalent ADSs)
at exercise prices ranging from $1.56 to $100.10 per ordinary share and
expiration dates ranging from May 2004 to October 2009.

  Trintech share option repricing scheme 2001

   In November 2001, Trintech's Board of Directors approved a Voluntary Stock
Option Exchange Program, in which eligible employees had the opportunity to
exchange unexercised options granted under the 1997 Trintech Group PLC Share
Option Scheme, for the promise to grant new options in the future.
Participation by each option holder was voluntary. Eligible employees were
given the opportunity to tender Old Options between November 13, 2001 and
December 12, 2001. On December 12, 2001, the offer to tender Old Options
expired, and surrendered options were cancelled two days after the expiration.
Under the terms of the offer, the Company has accepted for cancellation options
to purchase 658,862 Ordinary Shares (1,317,724 equivalent ADS). On the first
business day that is six months and one day after the cancellation date, New
Options will be granted for the equivalent number of shares that were cancelled.

   All employees of Trintech or one of our subsidiaries who: (i) were employees
on November 13, 2001 and the date on which the tendered options are cancelled;
(ii) were residents of or employed in Ireland, the United Kingdom, the United
States or Germany; and (iii) were subject solely to the tax laws of such
countries were "eligible employees". All members of our Board of Directors, all
members of our Advisory Board and all of our executive officers, however, were
not "eligible employees" and could not participate in the offer. If an employee
elected to cancel one or more Old Options, all options granted since June 13,
2001 (i.e. within the six-month period prior to the expected cancellation date)
were also cancelled.

   The exercise price of the New Options will be the fair market value of our
ADSs on the day the New Options are granted. This price may be higher, or
lower, or the same as the exercise price of the Old Options to be cancelled.
There is a possibility that the exercise price of the New Options could be
higher than the exercise price of the Old Options. The vesting schedule for
each New Option depends on the grant date of the Old Option that the New Option
replaces. If an employee's employment with Trintech or one of its subsidiaries
terminates for any reason before the New Options are granted they will not
receive New Options.

                                      63

<PAGE>

Item 7.  Major Shareholders and Related Party Transactions

A.  Major Shareholders

   The following table sets forth certain information known to us with respect
to beneficial ownership of our ADSs as of April 26, 2002 by (i) each
shareholder known to us to be the beneficial owner of more than five percent of
any class of our registered voting securities and (ii) all of our executive
officers and directors as a group and each individually. To our knowledge, we
are not directly or indirectly controlled by any corporation, foreign
government or any other natural or legal person.

<TABLE>
<CAPTION>
                                                        Equivalent American
                                                         Depositary Shares
                                                       Beneficially Owned(1)
                                                       --------------------
    Beneficial Owner                                      Number     Percent
    ----------------                                    ----------   -------
    <S>                                                <C>           <C>
    Cyril P. McGuire(2)(3)............................  9,426,684     15.5%
    John F. McGuire(2)(4).............................  9,276,684     15.3
    Instove Limited(5)................................  6,411,216     10.5
    Kevin C. Shea(6)..................................    790,096        *
    R. Paul Byrne(7)..................................    372,120        *
    John Harte(8).....................................    312,375        *
    Donald Marcotte(9)................................    223,650        *
    George L. Burne(10)...............................    544,633        *
    Edmund Jensen(11).................................    270,000        *
    Trevor Sullivan(12)...............................     30,340        *
    Robert Wadsworth(13)..............................     27,500        *
    Officers and directors as a group (10 persons)(14) 21,274,082     35.2
</TABLE>
--------
  * Represents less than 1% of the equivalent ADSs outstanding.
 (1) The information in this table is based on our records, information
     provided to us by our directors and executive officers, and a review of
     our Schedules 13D and 13G filed in year 2000, 2001 and 2002 with the
     Securities and Exchange Commission. The percentage ownership of each
     director, executive officer, and shareholder is based on 60,683,118
     equivalent ADSs outstanding at April 26, 2002. Beneficial ownership is
     determined in accordance with rules of the Securities and Exchange
     Commission 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 currently
     exercisable or exercisable within 60 days after April 26, 2002 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) Jayness Limited and Vanspur Limited, which are owned by two Jersey
     discretionary trusts, Jayness Trust and Vanspur Trust, have the option to
     acquire up to 2,890,750 equivalent ADSs, representing approximately 4.8%,
     of the equivalent ADSs currently owned by John McGuire and have the option
     to acquire up to 2,890,750 equivalent ADSs, representing approximately
     4.8%, of the equivalent ADSs currently owned by Cyril McGuire. Neither
     John McGuire, Cyril McGuire nor any of their family members are trustees
     or beneficiaries of these trusts and John and Cyril McGuire disclaim any
     beneficial interest in the securities held by Jayness Limited, Vanspur
     Limited or the trusts.
 (3) Includes 9,410,017 equivalent ADSs held of record and 16,667 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2002.
 (4) Includes 9,260,017 equivalent ADSs held of record and 16,667 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2002.
 (5) Equivalent ADSs are held by Instove Limited, which in turn is owned by two
     Jersey discretionary trusts, Hacke Trust and Belte Trust. Neither John
     McGuire nor Cyril McGuire nor any of their family members are

                                      64

<PAGE>

   trustees or beneficiaries of these trusts, but the trustees may, in their
   sole discretion, select any beneficiaries. John McGuire and Cyril McGuire
   both disclaim any beneficial interest in the equivalent ADSs held by Instove
   Limited or the trusts.
 (6) Includes 60,000 equivalent ADSs held of record and 730,096 equivalent ADSs
     subject to options that are exercisable currently or within 60 days of
     April 26, 2002.
 (7) Represents 128,610 equivalent ADSs held of record and 243,510 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2002.
 (8) Represents 3,000 equivalent ADSs held of record and 309,375 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2002.
 (9) Represents 1,400 equivalent ADSs held of record and 222,250 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2002.
(10) Includes 390,820 equivalent ADSs held of record and 153,813 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2002.
(11) Includes 30,000 equivalent ADSs held of record and 240,000 equivalent ADSs
     subject to options that are exercisable currently or within 60 days of
     April 26, 2002.
(12) Includes 7,840 equivalent ADSs held of record and 22,500 equivalent ADSs
     subject to options that are exercisable currently or within 60 days of
     April 26, 2002.
(13) Represents 27,500 equivalent ADSs subject to options that are exercisable
     currently or within 60 days of April 26, 2002.
(14) Includes 1,982,378 equivalent ADSs subject to options that are exercisable
     currently or within 60 days of April 26, 2002.

   Our major shareholders do not have different voting rights.

  Changes in Ownership

   The following information is based entirely on our review of Schedules 13D
and 13G and Form 6-Ks previously filed with the Securities and Exchange
Commission.

   John McGuire was the beneficial owner of 9,300,017, 9,258,017 and 9,276,684
equivalent ADSs as of January 31, 2000, January 31, 2001 and January 31, 2002
respectively. The change in beneficial ownership was due primarily to the sale
of 90,000 shares in connection with our public offering on May 4, 2000,
partially offset by an increase in the number of vested options over the
period. Additionally, the percentage of equivalent ADSs held by John McGuire
changed over such period due to our issuance of ADSs in our public offering and
in acquisitions more fully described in this Form 20-F, as well as through the
exercise of outstanding options and warrants.

   Cyril McGuire was the beneficial owner of 9,300,017, 9,258,017 and 9,426,684
equivalent ADSs as of January 31, 2000, January 31, 2001 and January 31, 2002
respectively. The change in beneficial ownership was due primarily to the sale
of 90,000 shares in connection with our public offering on May 4, 2000,
partially offset by an increase in the number of vested options over the
period. Cyril McGuire also purchased 150,000 ADSs in April 2002. Additionally,
the percentage of equivalent ADSs held by Cyril McGuire changed over such
period due to our issuance of ADSs in our public offering and in acquisitions
more fully described in this Form 20-F, as well as through the exercise of
outstanding options and warrants.

   Enterprise Ireland was the beneficial owner of 2,656,624, 2,656,624 and
2,656,624 equivalent ADSs as of January 31, 2000, January 31, 2001 and January
31, 2002 respectively. The percentage of equivalent ADSs held by Enterprise
Ireland changed over such period due to our issuance of ADSs in our public
offering and in acquisitions more fully described in this Form 20-F, as well as
through the exercise of outstanding options and warrants.

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<PAGE>

   Instove Limited was the beneficial owner of 7,701,466, 6,411,216 and
6,411,216 equivalent ADSs as of January 31, 2000, January 31, 2001 and January
31, 2002 respectively. The change in beneficial ownership was due primarily to
the sale of 1,290,250 shares in connection with our public offering on May 4,
2000. Additionally, the percentage of equivalent ADSs held by Instove Limited
changed over such period due to our issuance of ADSs in our public offering and
in acquisitions more fully described in this Form 20-F, as well as through the
exercise of outstanding options and warrants.

   As of April 26, 2002, the number of holders of record of our ordinary shares
was 97 and the number of holders of record of our ADSs was approximately 102.
Of the total number of record holders of ordinary shares, there are 16 U.S.
record holders. Of the total number of record holders of ADSs, there are
approximately 55 U.S. record holders. U.S. record holders hold approximately
55% of the total number of outstanding equivalent ADSs.

B.  Related Party Transactions

   In August 1998, we entered into an agreement with VISA International. The
agreement confirmed and summarized the intentions of both parties concerning
the development of a strategic relationship to pursue opportunities in the
Internet marketplace. In connection with this agreement, we issued to VISA
International a warrant to purchase 250,000 ordinary shares, exercisable for a
two-year period. As part of this transaction, we granted VISA International the
right to appoint one member to our board of directors. VISA International's
right to appoint a board member terminated upon the closing of our initial
public offering. Concurrent with the closing of the transactions with VISA
International, VISA International purchased 250,000 of our redeemable
convertible preference shares at a price of $6.00 per share. Visa International
subsequently exercised the warrant issued in May 2000.

   From time to time, we have entered into development and marketing agreements
with VISA International and some of its affiliated entities. Under these
arrangements, we have developed products to meet the specific needs of VISA and
its members. In return, VISA has paid us development and services fees and has
agreed to promote these products to its members. Additionally, once we have
developed these products, we have entered into licensing arrangements with VISA
in which we have provided VISA licenses to use these products and additional
technical and support services.

   In April 1999, we entered into a development and marketing agreement with
VISA International to develop a product meeting VISA's cash payment server
specifications.

   In May 1999, we entered into a license agreement with VISA USA in which we
agreed to license one copy of PayWare eAcquirer to VISA International. The
purpose of the license was to develop and test the product for merchants. VISA
paid us license and support fees plus additional royalties. Under the
agreement, we are required to place in escrow the current version of RSA S-Pay
source code and documentation. If we fail to provide a modification to the
source code to meet VISA's modified SET specifications within 90 days of VISA's
publication of these specifications or if we suffer a bankruptcy during the
term of the agreement, VISA will have access to the source code solely for use
under the license.

   Effective September 1, 1998, we entered into a lease agreement with John and
Cyril McGuire under which we currently lease approximately 22,500 square feet
of space in a building located in Dublin, Ireland which is owned by John and
Cyril McGuire. The term of the lease is for a period of 25 years. Our rent
under the lease is (Euro)509,818, or $440,329 per year, which was determined by
a fair assessment of the local rental market by an independent appraisal firm.
The rent is to be reviewed by an independent appraiser every five years and may
be increased based on the independent appraiser's assessment of the current
rental market using rental rates for similar properties in comparable
locations. This lease agreement may be amended from time to time by agreement
among us and John and Cyril McGuire. We have the right to terminate the lease
on September 1, 2007.

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<PAGE>

   We have entered into a second lease agreement with John and Cyril McGuire
under which we lease approximately 29,400 square feet of space in a building,
located adjacent to the building currently under lease from John and Cyril
McGuire. We agreed to a lease term of 25 years, effective as of March 1, 2001,
with rent under the lease of (Euro)855,930 or $739,267 per year, which was
determined by a fair assessment of the local rental market by an independent
appraisal firm. The rent is to be reviewed by an independent appraiser every
five years and may be increased based on the independent appraiser's assessment
of the current rental market using rental rates for similar properties in
comparable locations. The lease agreement may be amended from time to time by
agreement among us and John and Cyril McGuire. We will have the right to
terminate the lease on February 1, 2009.

   Trintech Limited, one of our Irish subsidiaries, has issued shares of
special non-voting class to Huttoft Company, an unlimited company. Huttoft
Company is wholly-owned by John McGuire, Cyril McGuire and R. Paul Byrne, three
of our executive officers, but is otherwise unrelated to us. We own all of the
voting securities of Trintech Limited. The shares held by Huttoft Company do
not entitle it to any share of the assets of Trintech Limited in the event of a
winding-up. We and Huttoft Company own all of the outstanding securities of
Trintech Limited. Trintech Limited has in the past and may in the future
declare and pay dividends to Huttoft Company, and Huttoft Company may pay
dividends to its shareholders out of these amounts. The amount of any dividends
paid to Huttoft Company will be determined by the board of directors of
Trintech Limited, subject to Irish law, in its discretion. We treat any
dividends paid by Trintech Limited to Huttoft Company as compensation expense
for accounting purposes. Any dividends which are declared and paid by Trintech
Limited to Huttoft Company would result in a reduction in profits available to
us.

   In March 1991, we entered into an agreement with some of our then existing
shareholders. This agreement was subsequently supplanted by a shareholders'
agreement entered into in September 1993 and again in November 1993.

   Enterprise Ireland, John and Cyril McGuire were the only parties to this
agreement who remain shareholders in us. Under this agreement, each of John and
Cyril McGuire agreed to restrictions on his ability to compete with us for a
period of one year after their employment with us has been terminated for any
reason. Additionally, John McGuire, Cyril McGuire and Enterprise Ireland agreed
to provide each other with rights to participate in any sale of their shares to
a third party.

   On January 31, 1997, we entered into a shareholders' agreement with John
McGuire, Cyril McGuire and Enterprise Ireland. This shareholders' agreement
provides Enterprise Ireland with the right to appoint one person to serve on
our board of directors for so long as it is a shareholder. This agreement also
requires that we provide Enterprise Ireland with information rights. Under a
letter agreement between Enterprise Ireland, John and Cyril McGuire and us
dated June 11, 1999, each of the amended March 1991 agreement and the January
1997 agreement terminated on the closing date of our initial public offering.

   From time to time since December 1996, Enterprise Ireland has provided us
with grants in support of some of our projects for the purpose of increasing
employment in Ireland. These grants have totaled an aggregate of
(Euro)1,196,500. These grants must be repaid if we fail to maintain the
projected employment for a period of five years from the date of receipt of the
grant.

   On July 13, 2001, we received shareholder approval to enter into a Trintech
share buy back agreement with Deutsche Bank AG who would purchase Trintech
stock on our behalf. Under the agreement we are entitled, at any time from
July, 13, 2001, up until the date which is 18 months after that date, to
purchase not more than 10,000,000 ADSs representing 5,000,000 ordinary shares
of US$0.0027 each in our capital from Deutsche Boerse AG for a total
consideration including premium of not more than US$25.00 per ADS. Any such
purchases of ADSs may only be made by us out of our distributable profits, or
alternatively, out of a fresh issue of our shares made specifically for the
purpose of financing any such purchase. As of April 26, 2002 we have not
engaged Deutsche Bank AG to purchase ADSs on our behalf.

                                      67

<PAGE>

   We believe 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.

   See also Note 16 to Item 29 on pages F-1 through F-33.

C.  Interests of Experts and Counsel

   Not required.

Item 8.  Financial Information

A.  Consolidated Financial Statements and other Financial Information

   Please see Item 18 "Financial Statements" and pages F-1 through F-33 for our
Consolidated Financial Statements. In addition, for more information regarding
the percentages and amounts of our 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 and results of
operations.

   We are involved from time to time in disputes with respect to our
intellectual property rights and the intellectual property rights of others.
Pending and future litigation involving our business, whether as plaintiff or
defendant, regardless of the outcome, may result in substantial costs and
expenses to our business and significant diversion of effort by our technical
and management personnel. In addition, litigation, either instituted by or
against our business, may be necessary to resolve issues that may arise from
time to time in the future.

   Furthermore, our efforts to protect our intellectual property through
litigation may be unable to prevent duplication of our technology or products.
Any such litigation could have a material adverse effect upon our business,
financial condition or results of operations.

   There has been substantial litigation in the technology industry regarding
rights to intellectual property, and our 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 our 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 our 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. We currently intend to retain future earnings, if any, to
fund the development and growth of our business.

                                      68

<PAGE>

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

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

B.  Significant Changes

   None.

Item 9.  The Offer and Listing

A.  Offer and Listing

   On September 24, 1999, we consummated a public offering in the U.S. and the
Federal Republic of Germany of 5,800,000 ordinary shares. On October 26, 1999,
we sold an additional 87,598 ordinary shares, pursuant to an option granted to
the underwriters in the offering to cover over-allotments.

   On March 21, 2000, we effected a two-for-one ADS split. Following the split,
each ordinary share equals two equivalent ADSs.

   On May 4, 2000, we consummated a follow-on public offering in the U.S. and
the Federal Republic of Germany of 2,000,000 ordinary shares. On May 11, 2000,
we sold an additional 225,000 ordinary shares, pursuant to an option grant to
the underwriters in the offering to cover over-allotments.

                                      69

<PAGE>

  Market Price Information

   The tables below present for the ADSs traded on the Nasdaq National Market
and the Neuer Markt 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 Neuer Markt are quoted from
the composite of Neuer Markt Frankfurt and Neuer Markt Xetra.

<TABLE>
<CAPTION>
                                              Price per ADS
                                                on Nasdaq        Price per ADS
                                             National Market     on Neuer Markt
                                             --------------- ----------------------
                                             High $   Low $  High (Euro) Low (Euro)
                                             ------   -----  ----------- ----------
<S>                                          <C>      <C>    <C>         <C>
Annual Highs and Lows
1999 (commencing September 24).............. 34.00     6.00     32.58       5.75
2000........................................ 75.44     6.38     77.00       8.06
2001........................................  9.00     1.11      9.45       1.30
2002 (through April 22, 2002)...............  1.62     0.72      1.78       0.88

Quarterly Highs and Lows
2000
   First Quarter............................ 75.44    23.44     77.00      27.00
   Second Quarter........................... 29.00    14.25     31.00      17.80
   Third Quarter............................ 32.00     9.50     39.20      12.50
   Fourth Quarter........................... 12.63     6.38     13.75       8.06
2001
   First Quarter............................  9.00     1.69      9.09       2.05
   Second Quarter...........................  3.10     1.85      3.50       2.11
   Third Quarter............................  2.31     1.11      2.40       1.30
   Fourth Quarter...........................  2.25     1.35      2.36       1.56
2002
   First Quarter (through April 22, 2002)...  1.62     0.72      1.78       0.88

Monthly Highs and Lows (2001 and 2002)
   November.................................  2.25     1.73      2.35       1.97
   December.................................  2.00     1.35      2.17       1.56
   January..................................  1.90     1.50      2.09       1.73
   February.................................  1.62     1.14      1.80       1.30
   March....................................  1.30     1.00      1.45       1.15
   April (through April 22, 2002)...........  1.01     0.72      1.06       0.88
</TABLE>

B.  Plan of Distribution

   Not required.

C.   Markets on which our Shares Trade

   Our ADSs are listed and principally traded on the Nasdaq National Market
under the symbol TTPA, where the prices are expressed in U.S. dollars, and on
the Neuer Markt segment of the Frankfurt Stock Exchange in Germany under the
symbol TTP, where the prices are expressed in euro. The ADSs are represented by
American Depositary Receipts, or ADRs, which are issued by the Bank of New
York, the Depositary.

  The Frankfurt Stock Exchange and the Neuer Markt

   The Frankfurt Stock Exchange is the most significant of the eight German
stock exchanges and accounted for the vast majority of the turnover in traded
shares in Germany in 2001. The aggregate annual turnover of the

                                      70

<PAGE>

Frankfurt Stock Exchange in 2001 of approximately (Euro)3.8 trillion for both
equity and debt instruments, made it one of the largest stock exchanges in the
world behind the New York Stock Exchange, London and Tokyo in terms of
turnover. The calculation of the aggregate annual turnover of the Frankfurt
Stock Exchange is based on the Frankfurt Stock Exchange's practice of
separately recording the sale and purchase components involved in any trade. As
of December 31, 2001, the equity securities of 5,777 corporations, including
4,865 foreign corporations, were traded on the Frankfurt Stock Exchange.

   The Neuer Markt segment of the Frankfurt Stock Exchange is a trading segment
that was launched in March 1997. It is designed for innovative, small to
mid-size companies in high growth industries or in traditional industries that
have an international orientation and that are willing to provide active
investor relations. The Frankfurt Stock Exchange requires that the issuer make
a presentation, and it may reject the issuer if it considers the issuer
inappropriate for the Neuer Markt. Issuers are requested to provide investors
on an ongoing basis with information such as annual and quarterly reports,
including cash flow statements, and a corporate action timetable. This
information is required to be submitted in English and German as well as in
electronic form, thus enabling the stock exchange to disseminate corporate
information over the Internet page entitled Companies, Company Information at
http://www.deutsche-boerse.com/listing center.

  Trading on the Neuer Markt

   Trading of shares listed on the Neuer Markt takes place on the floor of the
stock exchange, but is computer-aided. Shares listed on the Neuer Markt can
also be traded on a computer-aided system called Xetra. Trading takes place on
every business day between 9:00 a.m. and 8:00 p.m., Frankfurt time. Trading
within the Xetra system is done by banks and brokers who have been admitted to
trading on at least one of Germany's stock exchanges. Xetra is integrated into
the Frankfurt Stock Exchange and is subject to its rules and regulations.

   Markets in listed securities are generally of the auction type, but listed
securities also change hands in inter-bank dealer markets off the Frankfurt
Stock Exchange. Price formation is determined by open bid by state-appointed
specialists who are themselves exchange members, but who do not, as a rule,
deal with the public. Prices of shares traded on the Neuer Markt are displayed
continuously during trading hours. At the half-way point of each trading day, a
single standard quotation is determined for all shares. The members'
association of the Frankfurt Stock Exchange publishes a daily list of prices
which contains the standard prices of all traded securities, as well as their
highest and lowest quotations during the past year.

   Transactions on the Frankfurt Stock Exchange, including transactions within
the Xetra system, are settled on the second business day following trading.
Transactions off the Frankfurt Stock Exchange for large volumes or if one of
the parties is foreign are generally also settled on the second business day
following trading, unless the parties have agreed upon a different date.
Following an amendment to the conditions of German banks for securities
trading, customers' orders to buy or sell listed securities must be executed on
a stock exchange, unless the customer instructs otherwise. Trading can be
suspended by the Frankfurt Stock Exchange if orderly stock exchange trading is
temporarily endangered or if a suspension is in the public interest.

   A specific feature of the Neuer Markt is the introduction of the obligatory
designated sponsor. The designated sponsor is an entity admitted for trading at
the Frankfurt Stock Exchange which provides additional liquidity by quoting
prices for the buying and selling of shares on request. Each issuer on the
Neuer Markt has to nominate at least two designated sponsors which will not
only ensure that there is sufficient liquidity for its shares, but also serve
as consultants on all stock market related matters for the issuer.

   Trading on German stock exchanges is monitored by regulatory agencies
including the Federal Supervisory Office for Securities Trading.

                                      71

<PAGE>

D.  Selling Shareholder

   Not required.

E.  Dilution

   Not required.

Item 10.  Additional Information

A.  Share Capital

   Not required.

B.  Memorandum of Articles of Association

   Our Memorandum of Association and Articles of Association, as amended, are
filed as Exhibit 1.1 to this Report. We incorporate by reference the
"Description of Share Capital" included in our Registration Statement on Form
F-1 (File No. 333-10738). The Transfer Agent and Registrar for our Ordinary
Shares is Capita IRG Registrars, Dublin, Ireland. The Transfer Agent and
Registrar for our ADSs is The Bank of New York.

C.  Material Contracts

   We have 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.

   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
prohibit any financial transfer to or by the order of or on behalf of residents
of each of the Federal Republic of Yugoslavia, the Republic of Serbia, and
Iraq, and certain financial transfers to or by the order of or on behalf of
residents of Angola, 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 our business.

   For the purposes of the orders relating to Iraq and the Federal Republic of
Yugoslavia, reconstituted in 1991 as Serbia and Montenegro, a resident of those
countries is a person living in these countries, a body corporate or entity
operating in these countries and any person acting on behalf of any one of
these persons.

   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

                                      72

<PAGE>

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. Angola is currently the subject of
United Nation sanctions.

   Federal Republic of Germany.  At present, the Federal Republic of Germany
does not restrict the export or import of capital, except for certain
investments in countries such as Iraq as required by resolutions adopted by the
United Nations and the European Union. However, for statistical purposes only,
every individual or corporation residing in Germany, a resident, must report to
the German Federal Central Bank, subject only to several immaterial exceptions,
any payment received from or made to an individual or a corporation resident
outside Germany, or a non-resident, if a payment exceeds (Euro)12,500 or the
equivalent in another currency. In addition, residents must report any claims
against or any liabilities payable to non-residents if these claims or
liabilities, in the aggregate, exceed (Euro)1.5 million or the equivalent in a
foreign currency at the end of any one month.

   Furthermore, residents must periodically report certain assets in a
non-resident enterprise if at least 10% of the share capital or of the voting
rights of the non-resident enterprise is attributable to the resident or any of
its non-resident affiliates.

   However, this reporting requirement does not apply if the total balance
sheet or the total business assets of the non-resident enterprise do not exceed
(Euro)500,000 or, if less than 50% of the share capital or voting rights of the
non-resident enterprise are attributable to the resident or any of its
non-resident affiliates, do not exceed (Euro)5.0 million. A non-resident
affiliate is a non-resident entity of which more than 50% of the share capital
or voting rights are attributable to a resident.

   Moreover, enterprises resident in Germany must periodically report certain
items of assets if at least 10% of the share capital or of the voting rights of
the resident enterprise are attributable to one or more non-residents or any of
their resident affiliates. However, this reporting requirement does not apply
if the total balance sheet or the total business assets of the resident
enterprise do not exceed (Euro)500,000 or, if less than 50% of the share
capital or voting rights of the resident enterprise are attributable to one or
more non-residents or any of their resident affiliates, do not exceed (Euro)5.0
million. A resident affiliate is a resident entity of which more than 50% of
the share capital or voting rights are attributable to a non-resident.

  Irish Mergers and Competition Legislation and Other Anti-Takeover Provisions

   Irish Mergers and Competitive Legislation.  Irish law requires prospective
purchasers of our voting securities to provide advance notice of an acquisition
of our shares to the minister for Enterprise, Trade and Employment of Ireland
if, after an acquisition, that person would control more than 25% of our voting
securities and specific financial thresholds are exceeded. Subject to several
exceptions, the person must also notify the minister of any subsequent
acquisition of voting securities. Under Irish law, title to the shares
concerned will not pass unless either clearance for an acquisition is obtained
from the minister or the prescribed statutory period following notification of
the acquisition lapses without the minister having made an order.

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

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

                                      73

<PAGE>

   Provisions of our Memorandum and Articles of Association Concerning
Control.  Several provisions of our 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.

   German Antitakeover Law.  In compliance with the admission regulations of
the Neuer Markt segment of the Frankfurt Stock Exchange, we have adopted the
takeover code recommended by the Stock Exchange Expert Commission at the German
Federal Ministry of Finance. This takeover code, while not having the force of
law, is complied with by those companies listed on the Neuer Markt segment of
the Frankfurt Stock Exchange which acknowledge it.

  Enforcement of Civil Liabilities under United States Federal Securities Laws

   We are a public limited company incorporated under the laws of the Republic
of Ireland. Several of our directors and officers, and experts named in this
Form 20-F are non-residents of the United States, and these persons and a
significant portion of our 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. We have been advised
by A&L Goodbody, Solicitors, our 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, Germany and the federal law of the
United States relating to the purchase, ownership and disposition of ADSs or
ordinary shares by U.S. holders, German holders and Irish holders. For the
purposes of this discussion, a U.S. holder means an individual citizen or
resident of the United States for U.S. federal income tax purposes, a
corporation or partnership created or organized under the laws of the United
States, or any of the states comprising the United States, 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 of the trust.
For purposes of this discussion, a German holder means an individual with his
residence or usual place of stay in Germany as well as a corporation with its
registered seat or management in Germany, or permanent establishment in
Germany, which is maintained by a shareholder not subject to unlimited tax
liability or is usually at the shareholder's disposal, and an Irish holder
means any person who is a resident or is ordinarily resident in Ireland or who
is carrying on a trade in Ireland through a branch or agency.

   This summary is of a general nature only and does not discuss all aspects of
Irish, German and U.S. taxation that may be relevant to a particular investor.
In particular, the following summary does not address the tax treatment of U.S.
holders or Irish holders who own, actually or constructively, 10% or more of
our outstanding voting stock. Nor does this summary address classes of U.S.
holders or Irish holders, such as broker-dealers, insurance companies,
tax-exempt organizations, financial institutions, persons subject to the
alternative minimum tax and persons who do not hold ADSs or ordinary shares as
capital assets. These particular investors not addressed in this summary may be
subject to special rules.

   The statements of Irish, German and U.S. tax laws described below are based
on the laws in force and as interpreted by the relevant taxation authorities as
of 2002 and are subject to any changes in Irish, German or U.S. law, or in the
interpretation of these laws by the relevant taxation authorities, or in the
double taxation conventions among any two of the Republic of Ireland, Germany
and the United States occurring after that date.

                                      74

<PAGE>

The discussion regarding Irish taxation matters is based on the various Irish
Taxes Acts, Finance Acts and other relevant legislation, judicial decisions,
statements of practice and revenue practices in force at this time, all of
which are subject to change, possibly with retrospective effect.

  Taxation of Dividends

   Republic of Ireland Taxation.  We currently intend to retain future
earnings, if any, to fund the development and growth of our business. Should we
begin paying dividends, unless exempted, all dividends paid by us will be
subject to Irish withholding tax at the rate of 20%. An individual holder of
ordinary shares resident in a relevant territory, being a country with which
Ireland has a double tax treaty, which includes the United States, or a member
state of the European Union other than Ireland, will be exempt from withholding
tax provided he makes the requisite declaration. Corporate holders of ordinary
shares ultimately controlled by residents of a relevant territory or the
principal class of shares of which, or of a 75% parent, is substantially and
regularly traded on a stock exchange in a relevant territory will be exempt
from withholding tax provided the appropriate declaration is made. Corporate
holders of ordinary shares resident in a relevant territory which are not
controlled by Irish residents and corporate holders wholly owned by two or more
companies, the principal class of shares of each of which are substantially and
regularly traded on a stock exchange in a relevant territory will be exempt
from withholding tax provided that the appropriate declaration is made. A
holder of ADSs will be exempt from withholding tax if it 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 such a withholding is made it will satisfy the
liability to Irish tax of the shareholder except in circumstances where an
Irish resident or ordinarily resident individual holder of ordinary shares may
have an additional liability.

   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.

   United States Taxation.  For U.S. federal income tax purposes, the gross
amount of any dividend paid, to the extent of our 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 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
generally will be treated as ordinary income or loss.

   U.S. holders who are able, under Irish domestic tax legislation, to claim a
refund or exemption of Irish tax withheld 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 the availability or use of foreign tax credits
are complex.

   German Taxation.  If the ordinary shares or ADSs are held by a German
individual as business assets the dividends received are subject to trade tax.
However, if a holder of ordinary shares or ADSs holds 10% or more of the
ordinary shares or ADS and further prerequisites are met a tax exemption will
apply.

                                      75

<PAGE>

   Individuals subject to unlimited tax liability (i.e. individuals with their
residence or usual place of stay in Germany) or limited tax liability
(including individuals conducting business in Germany via a permanent
establishment or a permanent representative to the extent ordinary shares or
ADSs are attributable to such permanent establishment or permanent
representative) are taxed on 50% of the gross dividends (before deduction of
withholding tax) at the progressive income tax rate plus a solidarity surcharge
of 5.5% thereon. Where applicable, the trade tax is credited against the income
tax of the shareholder in whole or in part.

   Additionally, for private individual shareholders or ADS holders church tax
might apply in which case the full dividend amount would be included in the
church tax base.

   Private individual shareholders or ADS holders may claim a tax allowance for
investment income of (Euro)1,550 p.a. In the case of married couples filing a
joint income tax return, the tax allowance amounts to (Euro)3,100 p.a. They may
also deduct from their dividend income 50% of the costs related to their
shareholding, in particular the fees for custody and refinancing. Without
evidence, an amount of (Euro)51 p.a. and in the case of married couples filing
a joint income tax return an amount of (Euro)102 p.a. may be deducted.

   If withholding tax is levied in Ireland on dividend distributions paid by
us, Irish withholding tax in an amount of 18% can be credited against that
portion of the German income or corporation tax attributable to the dividend
payment. It is, however, unclear regarding whether ADSs holders may avail
themselves of this tax credit because only the legal shareholder typically has
the right to take a credit for foreign withholding tax. If the withholding tax
amount actually withheld exceeds the German income tax attributable to the
dividend payment, the tax credit is restricted to the latter amount. Instead of
the tax credit, the withholding actually withheld may be deducted from taxable
income.

   Dividends to shareholders or ADS holders subject to German corporation tax
are almost tax exempt. However, a portion of 5% of the dividend is treated as a
non-deductible business expense and will be subjected to corporation tax at a
rate of 25% (plus a 5.5% solidarity surcharge thereon). The dividends are also
subject to trade tax, if the corporation holds less than 10% of the ordinary
shares or ADSs. If the corporation holds more than 10% of the ordinary shares
or ADSs and further prerequisites are met, only 5% of the dividends are subject
to trade tax.

   The tax treatment of ADSs includes some unresolved questions, since ADSs are
comparatively new instruments in Germany. Therefore no court decisions or
letters of the fiscal authorities exist in Germany dealing with special
questions of ADSs.

   For purposes of German law, ownership of the ADSs is not considered legal
ownership of the underlying ordinary shares. However, the economic and other
rights associated with owning ADSs are similar to those associated with owning
the underlying ordinary shares directly. Therefore, there are no tax benefits
associated with, and in principal no differences regarding the German tax
treatment of dividends or capital gains resulting from, holding ADSs instead of
ordinary shares.

  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 and the Neuer Markt are recognized stock exchanges. Irish
holders will be liable to Irish tax on capital gains arising on the disposal of
the ordinary shares or ADSs. 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. The usual indexation relief and other reliefs and
allowances may be available in computing the liability of the shareholder.

                                      76

<PAGE>

   United States Taxation.  Subject to the discussion of passive foreign
investment companies, or 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 will be subject to a maximum rate of U.S.
federal income tax of 20%, 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.
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 be the purchase price paid for its ADSs by the U.S. holder. A U.S.
holder that is liable for both Irish and U.S. tax on gain on the disposal of
the ordinary shares will generally be entitled, subject to limitations and
under the 1997 Convention, to credit the amount of Irish tax paid for the gain
on the sale against the U.S. holder's U.S. federal income tax liability for
this gain.

   German Taxation.  If the shares or ADSs are held by a German individual as
business assets 50% of the capital gain is subject to trade tax.

   Additionally, capital gains from the sale of shares or ADSs held by a German
individual as business assets are subject to income tax plus solidarity
surcharge thereon.

   Capital gains from the sale of shares or ADSs held as private assets by
individuals are only subject to taxation, if (i) the sale takes place within
one year from the purchase or--after this period has lapsed--if (ii) the
shareholder or ADS holder (or the predecessor in the case of a transfer of
shares or ADSs without consideration), at any time during the five years
preceding the sale, directly or indirectly held or holds a participation of 1%
or more. However, for private individuals a capital gain deriving from a
disposal of the shares or ADS is tax exempt if the total gains from private
disposal transactions in the respective calendar year amount to less than
(Euro)512 p.a. and per person .

   To the extent, capital gains are subject to income tax, 50% of such capital
gains are subject to the progressive income tax rate plus a solidarity
surcharge of 5.5% thereon. Expenses related to capital gains are half
deductible. Additionally, for private individual shareholders or ADS holders
church tax might apply in which case the full capital gain would be included in
the church tax base.

   Losses incurred by an individual from a disposal of shares or ADSs might not
be deductible in whole or in part.

   Capital gains realised by shareholders or ADS holders subject to corporation
tax are exempt from corporation tax and trade tax.

   The conversion of ADSs into ordinary shares should not be a taxable event
for German tax purposes. The conversion should qualify as a replacement of the
sole economic against the legal and economic ownership. There are no German tax
court decisions addressing the exchange or conversion of foreign depositary
receipts into foreign shares.

  Passive Foreign Investment Company Considerations

   There is a substantial risk that we are a PFIC for U.S. federal income tax
purposes. Our treatment as a PFIC could result in a reduction in the after-tax
return to U.S. Holders of ADSs and may cause a reduction in the value of such
shares. 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 our gross income is
passive income, or (ii) at least 50% of the average value of all of our assets
for the taxable year produce or are held for the production of passive income.
For this purpose, 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

                                      77

<PAGE>

produce passive income. As a result of our substantial cash position and the
decline in the value of our stock, we are a PFIC under the asset test if our
market capitalization is used to determine the aggregate fair market of our
assets. The legislative history of the PFIC rules indicates that market
capitalization is generally to be used for purposes of the asset test. If we
are a PFIC for U.S. federal income tax purposes, 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 can be mitigated if the U.S. Holder makes
an 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 as long-term capital gain,
subject to a separate election to defer payment of taxes, which deferral is
subject to an interest charge. We would have to furnish certain information on
an annual basis to U.S. Holders who have made a QEF election. The QEF election
is made on a shareholder-by-shareholder basis and can be revoked only with the
consent of the Internal Revenue Service, or IRS.

   As an alternative to making the QEF election, a U.S. Holder of PFIC stock
which is publicly traded could mitigate the consequences of the PFIC rules by
electing to mark the stock to market annually, 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 stock. 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.

   All U.S. Holders are advised to consult their own tax advisers about the
PFIC rules generally and about the advisability, procedures and timing of their
making any of the available tax elections, including the QEF or mark-to-market
elections.

  U.S. Information Reporting and Backup Withholding

   Any dividends paid, or proceeds on a sale of, ADSs to or by U.S. holders may
be subject to U.S. information reporting, and the 30% U.S. backup withholding
tax 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 be allowed as a refund or credit against the U.S.
holder's U.S. federal income tax, provided the required information is
furnished to the U.S. IRS.

  Irish Capital Acquisition Tax

   A gift or inheritance of ordinary shares or ADSs will be within the charge
to capital acquisitions tax, regardless of where the disposer or the
donee/successor in relation to the gift/inheritance is domiciled, resident or
ordinarily resident. The capital acquisitions tax is charged at a rate of 20%
on the taxable value of the gift or inheritance above a tax-free threshold.
This tax-free threshold is determined by the amount of the current benefit and
of previous benefits within the charge to the capital acquisitions tax and the
relationship between the former holder and the successor. Gifts and
inheritances between spouses are not subject to the capital acquisitions tax.

   The Estate Tax Convention between Ireland and the United States generally
provides for Irish capital acquisitions tax paid on inheritances in Ireland to
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 apply to Irish capital acquisitions tax paid on gifts.

                                      78

<PAGE>

  Irish Stamp 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. 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 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, may attract a
fixed duty of (Euro)12.50.

   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, a fixed duty of (Euro)12.50 may be payable on the
transfer.

   The person accountable for payment of stamp duty is the recipient 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. The
Irish Revenue Commissioners are prepared to exempt from Irish stamp duty the
transfer of ADSs dealt in on the Neuer Markt as long as the ADSs are also dealt
in on the Nasdaq National Market.

  Special Rules for Credit Institutions, Financial Services Institutions and
  Financial Enterprises

   If credit institutions and financial services institutions hold or dispose
of shares or ADSs held in the trading book in accordance with the German
Banking Act, the tax reduction or exemption does not apply to dividends and
capital gains. The same holds true for shares and ADSs held by financial
enterprises in terms of the German Banking Act the objective of which is to
generate short-term capital gains. Furthermore, this also applies to credit
institutions, financial services institutions and financial enterprises
domiciled in another European Union member state or in another state which is
part of the European Economic Area.

  Other Taxes in Germany

   Wealth Tax.  At present, for assessment periods as of January 1, 1997, there
is no wealth tax levied in Germany.

   Inheritance and Gift Tax.  Generally the transfer of ordinary shares or ADSs
to another person as a gift or due to death is only subject to German
inheritance and gift tax if:

      (a) the former holder, or the new holder has, at the time of the passing
   of the assets, his residence or usual place of stay in Germany or before
   this time has been a German citizen not living abroad for more than five
   years, without having a residence in Germany, or

      (b) the ordinary shares or ADSs were part of the former holder's business
   assets, for which a permanent establishment was maintained in Germany or a
   permanent representative was commissioned.

   Other Taxes.  If a purchase, sale or other alienation of ordinary shares or
ADSs is executed, no German capital transfer, tax, sales tax, stamp duty or
similar tax will be incurred.

                                      79

<PAGE>

   Real estate transfer tax may be incurred if 95% of the ordinary shares or
ADSs are transferred to one shareholder or if there is a unification of 95% of
the ordinary shares or ADSs at the level of a shareholder, provided we or one
of our direct or indirect subsidiaries hold German real estate.

F.  Dividends and Paying Agents

   Not required.

G.  Statements by Experts

   Not required.

H.  Documents on Display

   The documents concerning Trintech referred to in this document and required
to be made available to the public are available at our registered offices at
Trintech Building, South County Business Park, Leopardstown, Dublin 18, Ireland.

I.  Subsidiary Information

   Not required.

Item 11.  Quantitative and Qualitative Disclosure About Market Risk

   Interest income and expense are sensitive to changes in the general level of
Irish and U.S. interest rates, particularly since our investments are in
short-term instruments and our available line of credit requires interest
payments at variable rates. One of our foreign subsidiaries has in the past
entered into foreign exchange contracts as a hedge against accounts receivable
in currencies other than the Irish pound. However, as of January 31, 2002,
neither we nor our subsidiaries were parties to any foreign currency hedging or
other derivative financial instruments. Based on the nature and current levels
of our investments and debt, we have concluded that there is no material market
risk exposure.

   Our investment policy requires us to invest funds in excess of current
operating requirements in marketable securities such as commercial paper,
corporate bonds and U.S. government agency fixed income securities. As stated
in our 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.

   At the year ended January 31, 2002, our 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.

Item 12.  Description of Securities Other Than Equity Securities

   Not required.

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<PAGE>

                                    PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

   None

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

   A.  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 stock split, each of our ordinary shares is
represented by two ADSs.

   B.  Not required.

   C.  Not required.

   D.  Not required.

   E.  Use of Proceeds

   The following use of proceeds information relates to our registration
statement on Form F-1 (No. 333-10738) for the initial public offering of
5,887,598 ordinary shares (including the exercise by the underwriters of their
over-allotment option), which registration statement was declared effective on
September 22, 1999. The aggregate offering price for our ordinary shares sold
pursuant to the offering was approximately $67.8 million.

   We received net proceeds of approximately $59.5 million from our initial
public offering, including the proceeds from the over-allotment option
exercised by our underwriters (after underwriting discounts of approximately
$4.8 million and transaction expenses of approximately $3.5 million). None of
the transaction expenses included payments to directors, officers, general
partners of the company, persons owning 10% or more of the company's equity
securities or affiliates of the company.

   From the effective date of the registration statement through January 31,
2002, we used approximately $7.3 million for the purchase of property and
equipment, approximately $51.5 million for the purchase of Checkline plc,
Globeset, Inc. and Sursoft S.A. and $465,000 to repay short term bank debt.

   Deutsche Bank AG, Donaldson, Lufkin & Jenrette Securities Corporation,
BancBoston Robertson Stephens Inc. and West LB Panmure Limited were the
underwriters for our initial public offering.

Item 15.  [RESERVED]

Item 16.  [RESERVED]

                                   PART III

Item 17.  Financial Statements

   Not Applicable. Please see Item 18. Financial Statements.

Item 18.  Financial Statements

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

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<PAGE>

   (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-33 are herein incorporated by reference.

      Report of Independent Auditors
      Consolidated Balance Sheets
      Consolidated Statement of Operations
       Consolidated Statements of Changes in Redeemable Convertible Preference
       Shares and Shareholders' Equity (Net Capital Deficiency)
      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, 2002, 2001, and
2000 is filed as part of this Form 20-F and should be read in conjunction with
our Consolidated Financial Statements incorporated by reference in Item 18 of
this Form 20-F.

                                      82

<PAGE>

                                  SCHEDULE II

                              TRINTECH GROUP PLC

                       VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                         Additions
                                Balance   charged                         Balance
                                  at     to costs                         at end
                               beginning    and     Exchange                of
Description                    of period expenses  differences Deductions period
-----------                    --------- --------- ----------- ---------- -------
                                          (U.S. dollars in thousands)
<S>                            <C>       <C>       <C>         <C>        <C>
Year ended January 31, 2002
Deducted from asset account:
   Provisions for bad and
     doubtful debts...........   1,327     2,079       (73)      (2,297)   1,036

Year ended January 31, 2001
Deducted from asset account:
   Provisions for bad and
     doubtful debts...........     330     1,216        (7)        (212)   1,327

Year ended January 31, 2000
Deducted from asset account:
   Provision for bad and
     doubtful debts...........     241       127       (19)         (19)     330

Year ended January 31, 2002
Warranty Reserve..............     521        40       (34)        (130)     397

Year ended January 31, 2001
Warranty Reserve..............     556        65       (28)         (72)     521

Year ended January 31, 2000
Warranty Reserve..............     876        76      (107)        (289)     556
</TABLE>

   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.

                                      83

<PAGE>

Item 19.  Exhibits

<TABLE>
<CAPTION>
Exhibit
Number                              Description of Document
------                              -----------------------
<C>     <S>
  1.1   Memorandum and Articles of Association of Trintech Group Limited, as amended,
          dated July 13, 2001
  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 (filed as Exhibit 4.2 to Trintech's Registration Statement on Form F-1
          (File No. 333-32762) and incorporated herein by reference)
  4.1   1990 Trintech Group Limited Share Option Scheme (filed as Exhibit 10.1 to
          Trintech's Registration Statement on Form F-1 (File No. 333-10738) and
          incorporated herein by reference)
  4.2   1997 Trintech Group Limited Share Option Scheme, as amended, dated as of July
          13, 2001
  4.3   1998 Trintech Group Limited Directors and Consultants Share Option Scheme, as
          amended, dated as of July 13, 2001
  4.4   1999 Employee Share Purchase Plan (filed as Exhibit 10.4 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and incorporated
          herein by reference)
  4.5   Investors Rights Agreement by and among Trintech Group Limited, Security
          Dynamics Technologies, Inc., John F. McGuire, Cyril P. McGuire, Instove
          Limited, Jayness Limited and Vanspur Limited dated March 31, 1998 (filed as
          Exhibit 10.11 to Trintech's Registration Statement on Form F-1 (File No.
          333-10738) and incorporated herein by reference)
  4.6   Series A Convertible Preference Share Investors Rights Agreement by and among
          Trintech Group Limited, the Investors (as defined therein), John F. McGuire,
          Cyril P. McGuire, Instove Limited, Jayness Limited and Vanspur Limited dated
          June 30, 1998 (filed as Exhibit 10.12 to Trintech's Registration Statement on
          Form F-1 (File No. 333-10738) and incorporated herein by reference)
  4.7   Amendment No. 1 to the Investors Rights Agreement by and among Trintech Group
          Limited, the Investors (as defined therein), John F. McGuire, Cyril P.
          McGuire, Instove Limited, Jayness Limited and Vanspur Limited (filed as
          Exhibit 10.13 to Trintech's Registration Statement on Form F-1 (File No.
          333-10738) and incorporated herein by reference)
  4.8   Credit Agreement between Trintech Group of Companies and The Bank of Ireland
          dated November 12, 1997 (filed as Exhibit 10.14 to Trintech's Registration
          Statement on Form F-1 (File No. 333- 10738) and incorporated herein by
          reference)
  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   Debenture between Trintech Group Limited and The Bank of Ireland dated April
          23, 1998 (filed as Exhibit 10.15 to Trintech's Registration Statement on Form
          F-1 (File No. 333-10738) and incorporated herein by reference)
 4.11   Lease Agreement between John McGuire, Cyril McGuire and Trintech Group Limited
          dated August 10, 2001
 4.12   Lease Agreement between 5 Independence Associates Limited Partnership and
          Trintech, Inc. dated April 30, 1998 (filed as Exhibit 10.22 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and incorporated
          herein by reference)
 4.13   Amendment No. 1 to Lease Agreement between 5 Independence Associates Limited
          Partnership and Trintech, Inc. dated August 4, 1998 (filed as Exhibit 10.23
          to Trintech's Registration Statement on Form F-1 (File No. 333-10738) and
          incorporated herein by reference)
</TABLE>

                                      84

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number                              Description of Document
------                              -----------------------
<C>     <S>
 4.14   Guaranty Agreement between 5 Independence Associates Limited Partnership and
          Trintech Holdings Limited dated April 1998 (filed as Exhibit 10.24 to
          Trintech's Registration Statement on Form F-1 (File No. 333-10738) and
          incorporated herein by reference)
 4.15   Office Lease Agreement between Sherlon Investments Corp. and Trintech, Inc.
          dated December 12, 1997 (filed as Exhibit 10.25 to Trintech's Registration
          Statement on Form F-1 (File No. 333- 10738) and incorporated herein by
          reference)
 4.16   Lease Agreement between Service Life & Casualty Ins. Co. and Trintech, Inc.
          dated January 5, 1999 (filed as Exhibit 10.27 to Trintech's Registration
          Statement on Form F-1 (File No. 333-10738) and incorporated herein by
          reference)
 4.17   Lease Agreement between Lincoln Bascom Office Center and Trintech, Inc. dated
          March 19, 1996 (filed as Exhibit 10.28 to Trintech's Registration Statement
          on Form F-1 (File No. 333-10738) and incorporated herein by reference)
 4.18   First Amendment to Office Building Lease between Lincoln Bascom Office Center
          and Trintech, Inc. dated April 1, 1997 (filed as Exhibit 10.29 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and incorporated
          herein by reference)
 4.19   First Amendment to Office Lease Agreement between Sherlon Investments Corp and
          Trintech, Inc. dated February 10, 1999 (filed as Exhibit 10.30 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and incorporated
          herein by reference)
 4.20   Second Amendment to Office Building Lease between Lincoln Bascom Office Center
          and Trintech, Inc. dated May 4, 1998 (filed as Exhibit 10.31 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and incorporated
          herein by reference)
 4.21   Third Amendment to Office Building Lease between Lincoln Bascom Office Center
          and Trintech, Inc. dated May 21, 1998 (filed as Exhibit 10.32 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and incorporated
          herein by reference)
 4.22   Lease Agreement between Trintech, Inc. and Peninsula Office Park Associates,
          L.P. dated May 28, 1999 (filed as Exhibit 4.22 to Trintech's Registration
          Statement on Form 20-F (File No. 0-30320) and incorporated herein by
          reference)
 4.23   First Amendment to the Lease between Trintech, Inc. and Peninsula Office Park
          Associates, L.P. dated November 1, 1999 (filed as Exhibit 4.23 to Trintech's
          Registration Statement on Form 20-F (File No. 0-30320) and incorporated
          herein by reference)
 4.24   Asset Purchase Agreement by and among Trintech Technologies Limited, Maria
          Sanchez and Eduardo Spangenberg, dated as of September 12, 2000 (filed as
          Exhibit 4.24 to Trintech's Registration Statement on Form 20-F (File No.
          0-30320) and incorporated herein by reference)
 4.25   Form of Indemnification Agreement 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   Supply Agreement between Keltek Electronics Limited and Trintech Group Limited
          dated August 17, 1998 (filed as Exhibit 10.20 to Trintech's Registration
          Statement on Form F-1 (File No. 333- 10738) and incorporated herein by
          reference)
 4.27   Grant to Trintech Manufacturing Limited from Enterprise Ireland dated December
          3, 1996 (filed as Exhibit 10.33 to Trintech's Registration Statement on Form
          F-1 (File No. 333-10738) and incorporated herein by reference)
 4.28   Grant to Trintech Manufacturing Limited from Enterprise Ireland dated December
          3, 1996 (filed as Exhibit 10.34 to Trintech's Registration Statement on Form
          F-1 (File No. 333-10738) and incorporated herein by reference)
</TABLE>

                                      85

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number                              Description of Document
------                              -----------------------
<C>     <S>
 4.29   Grant to Trintech Manufacturing Limited from Enterprise Ireland dated October
          13, 1997 (filed as Exhibit 10.35 to Trintech's Registration Statement on Form
          F-1 (File No. 333-10738) and incorporated herein by reference)

 4.30   Grant to Trintech Manufacturing Limited from Enterprise Ireland dated October
          13, 1997 (filed as Exhibit 10.36 to Trintech's Registration Statement on Form
          F-1 (File No. 333-10738) and incorporated herein by reference)

 4.31   Software Source Code License Agreement between RSA Data Security, Inc. and
          Trintech Manufacturing Ltd. Dated March 31, 1998 (filed as Exhibit 10.16 to
          Trintech's Registration Statement on Form F-1 (File No. 333-10738) and
          incorporated herein by reference)

 4.32+  Marketing Agreement between RSA Data Security, Inc. and Trintech Manufacturing
          Ltd. Dated March 31, 1998 (filed as Exhibit 10.17 to Trintech's Registration
          Statement on Form F-1 (File No. 333-32762) and incorporated herein by
          reference)

 4.33+  Agreement between Visa International and Trintech Group Limited dated August
          27, 1998 (filed as Exhibit 10.18 to Trintech's Registration Statement on Form
          F-1 (File No. 333-10738) and incorporated herein by reference)

 4.34   Marketing Agreement between SAP Aktiengesellschaft and Trintech Group Limited
          dated November 19, 1998 (filed as Exhibit 10.5 to Trintech's Registration
          Statement on Form F-1 (File No. 333-10738) and incorporated herein by
          reference)

 4.35+  Development and Marketing Agreement between Trintech Group and Visa
          International Service Association dated March 26, 1999 (filed as Exhibit
          10.37 to Trintech's Registration Statement on Form F-1 (File No. 333-10738)
          and incorporated herein by reference)

 4.36+  License Agreement between Trintech, Inc. and Visa U.S.A., Inc. dated May 12,
          1999 (filed as Exhibit 10.38 to Trintech's Registration Statement on Form F-1
          (File No. 333-10738) and incorporated herein by reference)

 4.37   Master Joint Marketing Agreement between Trintech, Inc. and Compaq Computer
          Corporation dated March 17, 1999 (filed as Exhibit 10.39 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and incorporated
          herein by reference)

 4.38   Exceptis Technologies Limited Share Option Scheme, adopted on July 14, 2000
          (filed as Exhibit 4.38 to Trintech's Registration Statement on Form 20-F
          (File No. 0-30320) and incorporated herein by reference)

 4.39   Sale and Purchase Agreement by and between Trintech Group PLC and Exceptis
          Technologies Limited, dated November 2000 (filed as Exhibit 4.39 to
          Trintech's Registration Statement on Form 20-F (File No. 0-30320) and
          incorporated herein by reference)

 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 Registration
          Statement on Form 20-F (File No. 0-30320) and incorporated herein by
          reference)

 4.41   Sale and Purchase Agreement by and between Suresh Mirpuri and Trintech Group
          PLC, dated August 24, 2000 (filed as Exhibit 4.41 to Trintech's Registration
          Statement on Form 20-F (File No. 0-30320) and incorporated herein by
          reference)

 4.42   Line of Credit Agreement between Trintech Group PLC and The Bank of Ireland
          dated April 05, 2002

  8.1   Subsidiaries of Trintech Group PLC (See page 37 of this Form 20-F)

 10.1   Consent of Ernst & Young
</TABLE>
--------
+ Documents for which confidential treatment has been previously granted.

                                      86

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant certifies that it meets all of the requirements for filing
on Form 20-F and has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.

                                               TRINTECH GROUP PLC
                                               (Registrant)

                                               By:    /s/  Richard Paul Byrne
                                                   -----------------------------
                                                           R. Paul Byrne
                                                      Chief Financial Officer

Date April 30, 2002

                                      87

<PAGE>

     INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS OF TRINTECH GROUP PLC

<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                              <C>
Report of Independent Auditors.................................................................. F-2
Consolidated Balance Sheets..................................................................... F-3
Consolidated Statements of Operations........................................................... F-4
Consolidated Statements of Changes in Redeemable Convertible Preference Shares and Shareholders'
  Equity........................................................................................ F-5
Consolidated Statements of Cash Flows........................................................... F-6
Notes to the Consolidated Financial Statements.................................................. F-7
</TABLE>

                                      F-1

<PAGE>

                        REPORT OF INDEPENDENT AUDITORS

The Board of Directors and Shareholders of
Trintech Group PLC

   We have audited the accompanying consolidated balance sheets of Trintech
Group PLC and subsidiaries as of January 31, 2001 and 2002, and the related
consolidated statements of operations, changes in redeemable convertible
preference shares and shareholders' equity (net capital deficiency), and cash
flows for each of the three years in the period ended January 31, 2002. Our
audits also included the financial statement schedules listed at Item 18. These
financial statements and financial statement schedules are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements and financial statement schedules based on our
audits.

   We conducted our audits in accordance with auditing standards generally
accepted in the 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. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as 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, 2001 and 2002, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended January 31, 2002, in conformity with
accounting principles generally accepted in the United States. Also in our
opinion, the related financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

ERNST & YOUNG
Dublin, Ireland

February 26, 2002

                                      F-2

<PAGE>

                              TRINTECH GROUP PLC

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

<TABLE>
<CAPTION>
                                                                                   Year ended January 31,
                                                                                   ---------------------
                                                                                     2001         2002
                                                                                   --------    ---------
<S>                                                                                <C>         <C>
ASSETS
Current assets
Cash and cash equivalents......................................................... $ 14,038    $   6,750
Restricted cash (notes 6 and 19)..................................................    3,622        5,369
Marketable securities (note 2)....................................................   87,388       47,976
Accounts receivable, net of allowance for doubtful accounts of $1,327 and $1,036..   19,061       15,725
Inventories (note 4)..............................................................    1,624        3,455
Value added taxes.................................................................      290          533
Prepaid expenses and other current assets.........................................    5,427        3,523
                                                                                   --------    ---------
   Total current assets...........................................................  131,450       83,331
Property and equipment, net (notes 7 and 8).......................................    6,718        5,386
Other non-current assets (note 9 and 20)..........................................   22,522       15,540
Goodwill, net of accumulated amortization and impairment of $6,330 and $70,678
  (note 20).......................................................................   75,774       19,001
                                                                                   --------    ---------
   Total assets................................................................... $236,464    $ 123,258
                                                                                   ========    =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable.................................................................. $ 12,686    $   5,972
Accrued payroll and related expenses..............................................    2,326        3,339
Other accrued liabilities (note 6 and 10).........................................   17,565       10,651
Value added taxes.................................................................    1,129          409
Warranty reserve..................................................................      521          397
Deferred revenue..................................................................   11,440        7,977
                                                                                   --------    ---------
   Total current liabilities......................................................   45,667       28,745
                                                                                   --------    ---------
Non-current liabilities
Capital lease due after more than one year (note 7)...............................      789          291
Government grants repayable and related loans (note 16)...........................      898          404
Deferred consideration............................................................    1,750        1,350
Provision for lease abandonment (note 6)..........................................       --        2,037
                                                                                   --------    ---------
   Total non-current liabilities..................................................    3,437        4,082
                                                                                   --------    ---------
Series B preference shares, $0.0027 par value:
 10,000,000 and 10,000,000 authorized at January 31, 2001 and 2002 respectively
 None issued and outstanding......................................................       --           --
Shareholders' equity:
 Ordinary Shares, $0.0027 par value: 100,000,000 shares authorized; 30,030,725 and
   30,521,760 shares issued and outstanding at January 31, 2001 and 2002
   respectively...................................................................       81           82
Additional paid-in capital........................................................  242,474      245,595
Accumulated deficit...............................................................  (54,157)    (154,196)
Deferred stock compensation.......................................................     (246)        (132)
Accumulated other comprehensive loss..............................................     (792)        (918)
                                                                                   --------    ---------
   Total shareholders' equity.....................................................  187,360       90,431
                                                                                   --------    ---------
   Total liabilities and shareholders' equity..................................... $236,464    $ 123,258
                                                                                   ========    =========
</TABLE>

                            See accompanying notes

                                      F-3

<PAGE>

                              TRINTECH GROUP PLC

                     CONSOLIDATED STATEMENTS OF OPERATIONS
         (U.S. dollars in thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                     Year ended January 31,
                                                             -------------------------------------
                                                                2000         2001         2002
                                                             -----------  -----------  -----------
<S>                                                          <C>          <C>          <C>
Revenue:
   Product.................................................. $    18,457  $    22,288  $    26,104
   License..................................................       9,158       20,612       30,240
   Service..................................................       2,629        6,140       11,997
                                                             -----------  -----------  -----------
       Total revenue........................................      30,244       49,040       68,341
                                                             -----------  -----------  -----------
Cost of revenue:
   Product..................................................      12,034       15,110       19,476
   License..................................................       2,981        6,718       10,448
   Service..................................................       2,242        4,787        8,681
                                                             -----------  -----------  -----------
       Total cost of revenue................................      17,257       26,615       38,605
                                                             -----------  -----------  -----------
Gross margin................................................      12,987       22,425       29,736
Operating expenses:
   Research and development.................................       8,892       19,601       20,597
   Sales and marketing......................................       8,849       16,955       18,719
   General and administrative...............................       7,336       12,485       17,891
   Restructuring charge.....................................          --           --        5,320
   Amortization of goodwill.................................          --        6,330       27,806
   Amortization of purchased intangible assets..............          --          671        3,899
   Impairment of goodwill and purchased intangible
     assets (note 20).......................................          --           --       38,102
   Stock compensation.......................................       2,068        5,279          840
                                                             -----------  -----------  -----------
       Total operating expenses.............................      27,145       61,321      133,174
                                                             -----------  -----------  -----------
Income (loss) from operations...............................     (14,158)     (38,896)    (103,438)
   Interest income, net.....................................       1,208        6,855        2,961
   Exchange gain (loss), net................................         842         (149)         523
                                                             -----------  -----------  -----------
Income (loss) before provision for income taxes.............     (12,108)     (32,190)     (99,954)
   Provision for income taxes (note 14).....................          (3)        (382)         (85)
                                                             -----------  -----------  -----------
Net Income (loss)........................................... $   (12,111) $   (32,572) $  (100,039)
                                                             ===========  ===========  ===========
Basic net income (loss) per Ordinary Share.................. $     (0.63) $     (1.18) $     (3.30)
                                                             ===========  ===========  ===========
Shares used in computing basic net income (loss) per
  Ordinary Share............................................  19,309,964   27,704,705   30,341,559
                                                             ===========  ===========  ===========
Diluted net income (loss) per Ordinary Share................ $     (0.63) $     (1.18) $     (3.30)
                                                             ===========  ===========  ===========
Shares used in computing diluted net income (loss) per
  Ordinary Share............................................  19,309,964   27,704,705   30,341,559
                                                             ===========  ===========  ===========
Basic net income (loss) per equivalent ADS.................. $     (0.31) $     (0.59) $     (1.65)
                                                             ===========  ===========  ===========
Diluted net income (loss) per equivalent ADS................ $     (0.31) $     (0.59) $     (1.65)
                                                             ===========  ===========  ===========
</TABLE>

                            See accompanying notes

                                      F-4

<PAGE>

                              TRINTECH GROUP PLC

CONSOLIDATED STATEMENTS OF CHANGES IN REDEEMABLE CONVERTIBLE PREFERENCE SHARES
               AND SHAREHOLDERS' EQUITY (NET CAPITAL DEFICIENCY)
                (U.S. dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                   Number of
                                                  Redeemable  Redeemable
                                                  Convertible Convertible Number of           Additional               Deferred
                                                  Preference  Preference  Ordinary   Ordinary  Paid-in   Accumulated    Stock
                                                    Shares      Shares     Shares     Shares   Capital     Deficit   Compensation
                                                  ----------- ----------- ---------- -------- ---------- ----------- ------------
<S>                                               <C>         <C>         <C>        <C>      <C>        <C>         <C>
Balance at January 31, 1999......................  2,960,000   $ 17,760   16,227,445   $47     $  4,781   $  (9,474)    $  --
Conversion of Redeemable Convertible Preference
 Shares to Ordinary Shares(b).................... (2,960,000)   (17,760)   2,960,000     8       17,752          --        --
Issuance of Ordinary Shares on exercise of
 options(a)......................................         --         --       65,679     0          145          --        --
Issuance of Ordinary Shares for cash.............         --         --    5,887,598    16       63,086          --        --
Expense of share issues..........................         --         --           --    --       (3,546)         --        --
Stock compensation...............................         --         --           --    --        2,068          --        --
Net loss.........................................         --         --           --    --           --     (12,111)       --
Currency translation adjustment..................         --         --           --    --           --          --        --

Comprehensive (loss).............................         --         --           --    --           --          --        --
                                                  ----------   --------   ----------   ---     --------   ---------     -----
Balance at January 31, 2000......................         --         --   25,140,722    71       84,286     (21,585)       --
Issuance of Ordinary Shares on exercise of
 options(a)......................................         --         --      396,223     1        2,074          --        --
Issuance of Ordinary Shares on exercise of
 warrants........................................         --         --      250,000     1        1,499          --        --
Issuance of Ordinary Shares for cash.............         --         --    2,775,969     5      107,031          --        --
Issuance of Ordinary Shares as a result of the
 acquisition of Checkline........................         --         --      601,036     1       28,999          --        --
Issuance of Ordinary Shares as a result of the
 acquisition of Exceptis.........................         --         --      866,775     2       15,600          --        --
Fair value of options issued in connection with
 Exceptis acquisition............................         --         --           --    --          433          --        --
Expenses of share issues.........................         --         --           --    --       (2,692)         --        --
Deferred compensation related to unvested options
 assumed.........................................         --         --           --    --           --          --      (281)
Amortization of deferred compensation............         --         --           --    --           --          --        35
Stock compensation...............................         --         --           --    --        5,244          --        --
Net loss.........................................         --         --           --    --           --     (32,572)       --
Currency translation adjustment..................         --         --           --    --           --          --        --

Comprehensive (loss).............................         --         --           --    --           --          --        --
                                                  ----------   --------   ----------   ---     --------   ---------     -----
Balance at January 31, 2001......................         --         --   30,030,725    81      242,474     (54,157)     (246)
                                                  ----------   --------   ----------   ---     --------   ---------     -----
Issuance of Ordinary Shares on exercise of
 options(a)......................................         --         --      416,409     1        1,000          --        --
Issuance of Ordinary Shares for cash.............         --         --       74,626     0        1,500          --        --
Expenses of share issues.........................         --         --           --    --         (105)         --        --
Reversal of deferred compensation related to the
 expiry of unvested options assumed..............         --         --           --    --          (39)         --        39
Amortization of deferred compensation............         --         --           --    --           --          --        75
Stock compensation...............................         --         --           --    --          765          --        --
Net loss.........................................         --         --           --    --           --    (100,039)       --
Currency translation adjustment..................         --         --           --    --           --          --        --

Comprehensive (loss).............................         --         --           --    --           --          --        --
                                                  ----------   --------   ----------   ---     --------   ---------     -----
Balance at January 31, 2002......................         --   $     --   30,521,760   $82     $245,595   $(154,196)    $(132)
                                                  ==========   ========   ==========   ===     ========   =========     =====
</TABLE>
<TABLE>
<CAPTION>
                                                                    Total
                                                   Accumulated  Shareholders'
                                                      Other        Equity
                                                  Comprehensive (net capital
                                                      Loss       deficiency)
                                                  ------------- -------------
<S>                                               <C>           <C>
Balance at January 31, 1999......................    $   (54)     $  (4,700)
Conversion of Redeemable Convertible Preference
 Shares to Ordinary Shares(b)....................         --         17,760
Issuance of Ordinary Shares on exercise of
 options(a)......................................         --            145
Issuance of Ordinary Shares for cash.............         --         63,102
Expense of share issues..........................         --         (3,546)
Stock compensation...............................         --          2,068
Net loss.........................................         --        (12,111)
Currency translation adjustment..................     (1,602)        (1,602)
                                                                  ---------
Comprehensive (loss).............................         --        (13,713)
                                                     -------      ---------
Balance at January 31, 2000......................     (1,656)        61,116
Issuance of Ordinary Shares on exercise of
 options(a)......................................         --          2,075
Issuance of Ordinary Shares on exercise of
 warrants........................................         --          1,500
Issuance of Ordinary Shares for cash.............         --        107,036
Issuance of Ordinary Shares as a result of the
 acquisition of Checkline........................         --         29,000
Issuance of Ordinary Shares as a result of the
 acquisition of Exceptis.........................         --         15,602
Fair value of options issued in connection with
 Exceptis acquisition............................         --            433
Expenses of share issues.........................         --         (2,692)
Deferred compensation related to unvested options
 assumed.........................................         --           (281)
Amortization of deferred compensation............         --             35
Stock compensation...............................         --          5,244
Net loss.........................................         --        (32,572)
Currency translation adjustment..................        864            864
                                                                  ---------
Comprehensive (loss).............................         --        (31,708)
                                                     -------      ---------
Balance at January 31, 2001......................       (792)       187,360
                                                     -------      ---------
Issuance of Ordinary Shares on exercise of
 options(a)......................................         --          1,001
Issuance of Ordinary Shares for cash.............         --          1,500
Expenses of share issues.........................         --           (105)
Reversal of deferred compensation related to the
 expiry of unvested options assumed..............         --             --
Amortization of deferred compensation............         --             75
Stock compensation...............................         --            765
Net loss.........................................         --       (100,039)
Currency translation adjustment..................       (126)          (126)
                                                                  ---------
Comprehensive (loss).............................         --       (100,165)
                                                     -------      ---------
Balance at January 31, 2002......................    $  (918)     $  90,431
                                                     =======      =========
</TABLE>
--------
(a) See note 13 to these statements
(b) See note 11 to these statements

                                      F-5

<PAGE>

                              TRINTECH GROUP PLC

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                          (U.S. dollars in thousands)
<TABLE>
<CAPTION>
                                                                       Year ended January 31,
                                                                 ---------------------------------
                                                                   2000        2001        2002
                                                                 ---------  -----------  ---------
<S>                                                              <C>        <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)............................................... $ (12,111) $   (32,572) $(100,039)
Adjustments to reconcile net income (loss) to net cash (used in)
 provided by operating activities:
 Depreciation and amortization..................................     2,277       11,234     77,650
 Stock compensation.............................................     2,148        5,279        840
 (Profit) on marketable securities..............................      (919)      (5,966)    (2,309)
 Purchase of marketable securities..............................  (302,167)  (1,182,475)  (417,972)
 Sale of marketable securities..................................   261,434    1,149,883    459,693
 Effect of changes in foreign currency exchange rates...........    (1,611)       1,677       (362)
 Changes in operating assets and liabilities:
   Additions to restricted cash deposits........................        --       (1,934)    (1,747)
   Inventories..................................................        75         (581)    (2,015)
   Accounts receivable..........................................    (4,536)      (7,585)     2,401
   Prepaid expenses and other assets............................      (252)      (3,278)     1,754
   Value added tax receivable...................................       181          (75)      (277)
   Accounts payable.............................................     2,913          743     (1,344)
   Accrued payroll and related expenses.........................       362          861      1,135
   Deferred revenues............................................     2,591        1,150     (3,233)
   Value added tax payable......................................       148          573       (689)
   Warranty reserve.............................................      (213)          (7)       (89)
   Government grants repayable and related loans................        50         (319)      (450)
   Other accrued liabilities....................................     1,242        3,950       (461)
                                                                 ---------  -----------  ---------
Net cash (used in) provided by operating activities.............   (48,388)     (59,442)    12,486
                                                                 ---------  -----------  ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..............................    (1,904)      (3,744)    (2,849)
Sale of property and equipment..................................        14           17         --
Payment to acquire Checkline, net of cash acquired..............        --      (10,154)      (365)
Payment to acquire Sursoft, net of cash acquired................        --       (4,700)    (4,224)
Payment to acquire Exceptis, net of cash acquired...............        --           --     (1,286)
Payment to acquire Globeset, net of cash acquired...............        --      (25,898)    (9,462)
Payment to acquire Verifone ePS product line....................        --           --     (3,300)
                                                                 ---------  -----------  ---------
Net cash used in investing activities...........................    (1,890)     (44,479)   (21,486)
                                                                 ---------  -----------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital leases............................      (127)        (334)      (542)
Issuance of ordinary shares.....................................    63,247      110,611      2,501
Expenses of share issue.........................................    (3,546)      (2,692)      (105)
Repayments under bank overdraft facility........................      (388)        (465)        --
                                                                 ---------  -----------  ---------
Net cash provided by financing activities.......................    59,186      107,120      1,854
                                                                 ---------  -----------  ---------
Net increase (decrease) in cash and cash equivalents............     8,908        3,199     (7,146)
Effect of exchange rate changes on cash and cash equivalents....       263          (23)      (142)
Cash and cash equivalents at beginning of period................     1,691       10,862     14,038
                                                                 ---------  -----------  ---------
Cash and cash equivalents at end of period...................... $  10,862  $    14,038  $   6,750
                                                                 =========  ===========  =========
Supplemental disclosure of cash flow information:
 Interest paid.................................................. $       6  $        50  $      72
                                                                 =========  ===========  =========
 Taxes paid..................................................... $       3  $        66  $     102
                                                                 =========  ===========  =========
Supplemental disclosure of non-cash flow information:
 Acquisition of property and equipment under capital leases..... $     434  $       799  $      --
                                                                 =========  ===========  =========
 Non cash element of consideration for Checkline and Exceptis... $      --  $    45,035  $      --
                                                                 =========  ===========  =========
</TABLE>

                            See accompanying notes

                                      F-6

<PAGE>

                              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 Group PLC and its wholly-owned subsidiaries (collectively,
the "Company") operate in two market segments: electronic PoS systems that
securely process card payment transactions in a physical point-of-sale ("PoS")
environment and e-payment software products that enable the secure processing,
accounting and reconciliation and settlement of on-line card-payment
transactions over private and public networks, including the Internet. The
Company also provides related development and professional services, including
project management, implementation and training services. The Company's major
customers, based on revenues earned, are banks and other financial transaction
processors in Germany, in other European countries and the Americas.

   In August 1999, 11,600,000 American Depositary Shares ("ADS") representing
5,800,000 Ordinary shares were sold in an initial public offering (the "IPO").
Simultaneous with that sale, the underwriters elected to exercise their
over-allotment option to purchase an additional 175,196 ADS representing 87,598
Ordinary Shares.

   The Company converted all its Redeemable Convertible Preferred Shares into
Ordinary Shares on the completion of its IPO.

   On March 10, 2000 the Company effected a two-for-one split of its issued and
outstanding ADSs. Basic and diluted net income (loss) per equivalent ADS is
therefore calculated using twice the weighted average number of ordinary shares
outstanding during the period.

   In May 2000, 4,000,000 American Depositary Shares ("ADS") representing
2,000,000 Ordinary shares were sold in a secondary public offering.
Simultaneous with that sale, the underwriters elected to exercise their
over-allotment option to purchase an additional 450,000 ADS representing
225,000 Ordinary Shares.

  Basis of Presentation and Principles of Consolidation

   The accompanying consolidated financial statements are prepared in
accordance with generally accepted accounting principles in the United States
and include the Company and its wholly-owned subsidiaries in Ireland, the
United Kingdom, the Cayman Islands, Germany, Uruguay and the United States
after eliminating all material inter-company accounts and transactions. The
consolidated financial statements include the results of acquired companies or
businesses for the post-acquisition period.

  Use of 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 could differ from
those estimates.

  Vulnerabilities due to Certain Concentrations

   A small number of customers have historically accounted for a significant
portion of the Company's revenues. The loss of any of the Company's major
customers or delays in orders by any such customers could have a material
adverse effect on the Company's business and results of operations.

                                      F-7

<PAGE>

                              TRINTECH GROUP PLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The Company uses three manufacturers for its PoS system products. While the
Company has alternative manufacturing sources, if either manufacturer increased
cost or ceased manufacturing the Company may not be able to rapidly obtain
alternative capacity at a comparable price. Failure to obtain an adequate
supply of products on a timely basis would delay product delivery to customers,
which may have a material adverse effect on the Company's business and results
of operations.

  Companies Acts, 1963 to 2001

   The financial information relating to Trintech Group PLC and its
subsidiaries included in this document does not comprise statutory financial
statements as referred to in Section 19 of the Companies (Amendment) Act, 1986,
copies of which are required by that Act to be annexed to the company's annual
return lodged with the Registrar of Companies. The auditors have made reports
without qualification under Section 193 of the Irish Companies Act, 1990 in
respect of all such financial statements. A copy of the group statutory
financial statements for the years ended January 31, 2000 and 2001 were annexed
to the relevant annual returns, which were filed in August 2000 and October
2001, respectively. A copy of the group statutory financial statements for the
year ended January 31, 2002 will be annexed to the relevant annual return in
due course.

  Translation of Financial Statements of Foreign Entities

   The Euro ((Euro)) is the functional currency of the Company and the
Company's subsidiaries in Ireland and Germany. The US dollar ("US$") is the
functional currency of the Company's subsidiaries in the United States, Uruguay
and the Cayman Islands. The United Kingdom pound sterling (Sterling) is the
functional currency of the Company's UK subsidiaries. Transaction gains or
losses arising on changes in the exchange rates between functional currencies
and foreign currencies are included in net income (loss) for the period.

   The Company's assets and liabilities are translated to US dollars, the
reporting currency, at the exchange rate at the balance sheet date. Revenues,
costs and expenses are translated to US dollars at average rates of exchange
prevailing during the periods. Translation adjustments arising are reported as
a component of shareholders' equity. On January 1, 2002 the Irish pound and the
Deutsche mark ceased to be legal currencies of Ireland and Germany and were
replaced by the Euro. From that date the functional currencies of the Company,
its Irish subsidiaries and its German subsidiary ceased to be the Irish pound
and Deutsche mark respectively and became the Euro. The financial statements of
all of the entities affected for all periods presented by the Euro have been
retranslated in Euro before translation to the U.S. Dollar, the reporting
currency, using the fixed exchange rates between the Irish pound or Deutsche
mark and the Euro and depict the same trends as would have been presented if
the entities concerned had continued to present financial statements in the
currencies that were previously used.

  Revenue Recognition

   The Company's revenue is derived from product sales, license fees and
charges for services.

   Product revenues are recognized at the time that persuasive evidence of an
arrangement exists, delivery has occurred, the related fee is fixed or
determinable and collectibility is probable.

   The Company recognizes revenue on its software licenses in accordance with
Statement of Position (SOP) 97-2, Software Revenue Recognition, as amended by
SOP 98-4 and SOP 98-9. The Company recognizes revenue when all of the following
criteria are met: persuasive evidence of an arrangement exists; delivery has
occurred; the fee is fixed and determinable; and collectibility is probable.
The Company considers the fee on all

                                      F-8

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

arrangements with payment terms extending beyond one year to not be fixed and
determinable and revenue is recognized as payments become due from the
customer. If collectibility is not considered probable, revenue is recognized
when the fee is collected.

   SOP 97-2, as amended, 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) and revenue
allocated to training and other service elements is recognized as the services
are performed.

   Service revenue is derived from customization, implementation and training
services. Services are provided primarily on a time and materials basis for
which revenue is recognized in the period that the services are provided. Where
contracts for services extend over a number of accounting periods and are not
being provided on a time and materials basis the revenue is accounted for in
conformity with the percentage-of-completion contract accounting method.
Percentage-of-completion is measured using output measures, primarily
arrangement milestones where such milestones indicate progress to completion,
or input measures using the allocation of time spent to date as a proportion of
total time allocated to the contract. 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. If the Company provides services that
are considered essential to the functionality of the software products, both
the software product revenue and service revenue are recognized in accordance
with the provisions of SOP 81-1, Accounting for Performance of
Construction-Type and Certain Production-Type Contracts.

   The Company's customers include a supplier from whom the Company has
purchased goods and services for the Company's operations at or about the same
time the Company has licensed its software to that organization. This
transaction was separately negotiated and recorded at terms the Company
considers to be arm's-length. During the year ended January 31, 2002, the
Company recognized US$900,000 of software license revenues from this
transaction.

  Cost of Revenue

   Cost of product revenue includes outsourced manufacturing costs, and
packaging, documentation, labor and other costs associated with packaging and
shipping electronic PoS system products. Cost of license revenue includes
shipping, software documentation, labor, third-party license fees and other
costs associated with the delivery of software products from which license
revenue is derived and the cost of providing after-sale support and maintenance
services to customers and amortization of purchased acquired technology costs.
Cost of service revenue includes labor, travel and other non-recoverable costs
associated with the delivery of services to customers.

                                      F-9

<PAGE>

                              TRINTECH GROUP PLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Cash and 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.

  Marketable Securities

   Marketable securities consist of commercial paper, corporate bonds and U.S.
government agency fixed income securities. Marketable securities are stated at
market value, and by policy, the Company invests in high grade marketable
securities. All marketable securities are defined as trading securities under
the provisions of Statement of Financial Account Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities" ("SFAS 115"), and
unrealized holding gains and losses are reflected in earnings.

  Research and Development

   Research and development expenditures are generally charged to operations as
incurred. Statement of Financial Accounting Standards Number 86, "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.

   Based on the Company's product development process, technological
feasibility is established upon completion of a working model. Development
costs incurred by the Company between completion of the working model and the
point at which the product is ready for general release have been
insignificant. Through January 31, 2002, all research and development costs
have been expensed.

   On March 31, 1998, Trintech Technologies Limited, a subsidiary of the
Company purchased technology for US$2.5 million from RSA Data Security, a
wholly owned subsidiary of Security Dynamics, under the terms of the RSA
Technology License Agreement. The technology comprised a license to the source
code and a royalty-free sublicensable license to the object code, for S/PAY and
J/PAY. S/PAY and J/PAY are encryption technology toolkits that implemented and
provided the functionality of certain elements of the SET 0.0 standard, and the
license is exclusive as to the SET portions of the source code. The purchase of
this technology has been accounted for as expenditure on a product enhancement
that has reached technological feasibility and accordingly has been
capitalized. The capitalized costs were amortized to income on the straight
line method over the two year period commencing February 1, 1999 following the
achievement of the SET mark in January 1999 and the general availability of the
enhanced product from that date.

   On November 13, 2001, the Company acquired VeriFone's secure payment
infrastructure and Internet payment ePS product line, for total consideration
of US$3.4 million. The technology is a complete e-commerce payment management
solution aimed at large retailers, financial institutions, network operators
and other multiple service providers. The acquisition was accounted for under
the purchase method of accounting. The total purchase costs of US$3.4 million,
comprising the net cash paid and related transaction costs, has been allocated,
based on their respective fair values, to non-current assets, purchased
technology of US$2.0 million and acquired customer base of US$1.0 million, and
goodwill of US$459,000. The purchased technology and customer base are being
amortized on a straight-line basis over their estimated useful economic life of
three years.

  Other Non-current Assets

   Other non-current assets represent costs of technology which have reached
technological feasibility, the fair value at date of acquisition of an
assembled workforce, an acquired customer base and non-compete covenants

                                     F-10

<PAGE>

                              TRINTECH GROUP PLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

related to the Company's acquisitions as described in Note 19. The costs of
technology have been capitalized and will be written off over their useful
economic life of three years in accordance with SFAS 86. The cost associated
with the non-current assets will be written off over three years. Amortization
expense for the years ended January 31, 2001 and 2002, was US$1,820,000 and
US$8,361,000 respectively. No amortization was charged to the statement of
operations in 2000 as the acquisitions occurred subsequent to that date.

  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
19. Amortization expense was US$6,330,000 and US$27,806,000 for the years ended
January 31, 2001 and 2002 respectively. No amortization was charged to the
statement of operations in fiscal 2000 as the acquisitions occurred subsequent
to that date. In accordance with Statement of Financial Accounting Standard No.
142 "Goodwill and Other Intangible Assets" ("SFAS 142"), beginning in February
2002, goodwill will no longer be amortized, but will be reviewed annually to
determine if an impairment has occurred.

  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 SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed of". The Company also periodically
assesses the impairment of enterprise level goodwill in accordance with the
provisions of Accounting Principles Board Opinion No. 17, (APB 17), "Intangible
Assets". An impairment review is performed 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, significant underperformance relative
to historical or expected operating results, significant changes in the manner
of use of the acquired assets or the strategy for the Company's overall
business, significant negative industry or economic trends, a significant
decline in the Company's stock price for a sustained period, and 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
measures any impairment using a projected discounted cash flow model with a
discount rate commensurate with the risk inherent in the Company's current
business model.

   During the year ended January 31, 2002, the company recognized other
non-current asset impairments, principally a non compete covenant and purchased
technology, of US$1,562,000 and goodwill impairment of US$36,540,000.

  Property and Equipment

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

<TABLE>
 <S>                                                                   <C>
 Motor vehicles, computer and office equipment, furniture and fixtures 3 years
</TABLE>

  Net Income (Loss) per Ordinary Share

   Basic and diluted loss per share is calculated in accordance with statement
of Financial Accounting Standards No. 128 "Earnings per Share" ("Statement
128").

                                     F-11

<PAGE>

                              TRINTECH GROUP PLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


  Concentration of Credit Risk

   The Company sells its products primarily to banks and financial transaction
processors throughout the world. While a small number of customers have
historically accounted for a significant portion of the Company's revenue,
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. In the third quarter of fiscal 2002, the company recorded a
US$1.25 million restructuring charge related to the restructuring of the UK
business. The charge is primarily a write down of receivables. The Company had
an allowance for doubtful accounts of approximately US$1,327,000 and
US$1,036,000 at January 31, 2001 and 2002 respectively. The Company generally
requires no collateral from its customers.

   The Company invests its excess cash in low-risk, short-term deposit accounts
with high credit-quality banks in the United States, Germany and Ireland. At
January 31, 2002, US$47,976,000 was invested in marketable securities held for
trading purposes, comprised of US$27,751,000 in corporate bonds and
US$20,225,000 in U.S. government agency securities, under the management of a
financial institution. 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.

  Employment Grants

   Employment grants are credited to the income statement when earned and
offset against the related payroll expense in two equal installments, the first
on the creation of the job, and the second six months following the creation of
the job.

  Marketing Grants and related loans

   Marketing grants and related loans received are accounted for in accordance
with the terms of the agreement for the specific grant/loan.

   This is either as a 50% offset against the relevant expenditure on
developing an overseas market and a 50% loan to be repaid at rates linked to
future revenues earned in the related markets, or as a 100% loan to be repaid
at rates linked to future revenues earned in the related markets. All loan
amounts are credited to a balance sheet liability account as the Company
believes they will have to be repaid in the future.

  Accounting for Income Taxes

   The Company uses the liability method in accounting for income taxes. Under
this method, deferred tax assets and liabilities are determined based on
differences between financial reporting and tax bases of assets and liabilities
and are measured using the enacted tax rates and laws which will be in effect
when the differences are expected to reverse.

  Stock Compensation

   The Company has elected to follow Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees" (APB 25) and related interpretations
in accounting for its employee stock options. Accordingly, compensation cost
for stock options is measured as the excess, if any, of the fair market value
of the Company's shares at the date of the grant over the amount an employee
must pay to acquire the shares. This cost is deferred and charged to expense
ratably over the vesting period (generally four years).

                                     F-12

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Where shares are issued at less than fair market value, the excess of the
fair market value over the amount the employee must pay to acquire the shares
is charged to expense as stock compensation and credited to additional paid-in
capital.

   In September 1999, in connection with the appointment of the Chief Operating
Officer, the Company issued 20,000 options at less than the fair market value
at the date of grant. The options vest equally in January 2001 and January
2002. For the years ended January 31, 2001 and 2002, the Company recognized
compensation expense of US$100,000 in each year.

   The Company has followed the provisions of FASB Statement Number 123,
"Accounting for Stock-Based Compensation" ("SFAS 123") and EITF 96-18
"Accounting for Equity instruments that are Issued to Other Than Employees for
Acquiring, or in Conjunction with Selling, Goods or Services", in accounting
for warrants and options issued to non-employees. The Company has adopted the
fair value method as prescribed by SFAS 123 in determining the fair value of
the warrants and options issued and the resultant compensation expense. The
Company has recognized compensation expense of US$2,148,000, US$5,144,000 and
US$665,000 during the years ended January 31, 2000, 2001 and 2002 respectively
in respect of options issued to non-employees. In May 2000, we revised these
option grants to be immediately exercisable so that in future periods the
non-cash compensation charge is fixed on a quarterly basis.

   In November 2000, in connection with the acquisition of Exceptis, the
company exchanged unvested options in that entity for Trintech options. The
company recorded US$35,000 and US$75,000 in stock compensation related to these
options in the years ended January 31, 2001 and 2002 respectively.

  Advertising and Promotion Expense

   All costs associated with advertising are expensed as incurred. Advertising
and promotion expense was US$1,125,000, US$1,438,000 and US$1,539,000 for the
years ended January 31, 2000, 2001 and 2002, respectively.

  Inventories

   Inventories are stated at the lower of cost or market value.

  Warranty Reserves

   The Company maintains reserves for future warranty claims arising from past
sales of product. The Company makes provision for such costs when revenue is
recorded from product sales.

  Recent Accounting Pronouncements

   The Financial Accounting Standards Board issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") in
June 1998. SFAS 133, which requires all derivative Instruments to be recognized
as either assets or liabilities on the balance sheet at their fair value,
provides a comprehensive and consistent standard for the recognition and
measurement of derivatives and hedging activities. As amended, this statement
is effective for fiscal years beginning after June 15, 2000 and therefore
applied to the Company from the first quarter of fiscal 2002. Application of
the new rules had no material impact on the consolidated financial statements
of the Company as it had no derivative or hedging transactions in fiscal 2002.

                                     F-13

<PAGE>

                              TRINTECH GROUP PLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In June 2001, the FASB issued SFAS No. 141, "Business Combinations." SFAS
No. 141 addresses financial accounting and reporting for business combinations
and it requires business combinations in the scope of this Statement to be
accounted for using the purchase method of accounting and eliminates pooling of
interests accounting. The provisions of this Statement apply to all business
combinations initiated after June 30, 2001. The adoption of this Statement did
not have a material effect on our consolidated financial position, results of
operations, or cash flows.

   In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 addresses financial accounting and reporting for acquired
goodwill and other acquired assets. It addresses how intangible assets that are
acquired individually or with a group of other assets (but not those acquired
in a business combination) should be accounted for in financial statements upon
their acquisition. This Statement also addresses how goodwill and other
intangible assets should be accounted for after they have been initially
recognized in the financial statements. With the adoption of this Statement,
goodwill and other intangible assets with indefinite lives are no longer
subject to amortization over their estimated useful lives. Goodwill and other
intangible assets with indefinite lives will be assessed for impairment each
year and upon the occurrence of certain events using the fair-value-based test.
This Statement becomes effective December 15, 2001. We will apply the new rules
on accounting for goodwill and other intangible assets beginning in our first
quarter of fiscal 2003. We will reclassify non-current assets relating to
assembled workforces of US$1.5 million to goodwill on February 1, 2002, and
cease to amortize goodwill of US$20.5 million. Application of the non
amortization provisions of SFAS No. 142 is expected to result in a reduction in
expenses of US$10.9 million and approximately US$0.18 per ADS for fiscal 2003.

   In August 2001, the FASB issued SFAS No. 143, "Accounting for Obligations
Associated with the Retirement of Long-Lived Assets". SFAS No. 143 addresses
financial accounting and reporting for the retirement obligation of an asset.
This statement states that companies should recognize the asset retirement
cost, at its fair value, as part of the cost of the asset and classify the
accrued amount as a liability in the consolidated balance sheet. The asset
retirement liability is then accreted to the ultimate payout as interest
expense. The initial measurement of the liability would be subsequently updated
for revised estimates of the discounted cash outflows. The Statement will be
effective for fiscal years beginning after June 15, 2002.

   In August 2001, the FASB, issued SFAS, No. 144 "Accounting for the
Impairment or Disposal of Long-Lived Assets". SFAS No. 144 addresses financial
accounting and reporting for the impairment of long-lived assets and for
long-lived assets to be disposed of. The Statement will be effective for fiscal
years beginning after December 15, 2001. The adoption of this Statement is not
expected to have a material effect on our consolidated financial position,
results of operations, or cash flows.

   In November 2001, the Emerging Issues Task Force finalized Issue No. 01-09,
"Accounting for consideration given by a vendor to a customer (including a
reseller of the vendor's products)", which states, among other provisions, that
cash consideration (including a sales incentive) given by a vendor to a
customer is presumed to be a reduction of the selling price and, therefore,
should be characterized as a reduction in revenue. That presumption may be
overcome upon meeting certain conditions, in which case the consideration
should be characterized as a cost. We adopted the provisions of Issue No. 01-09
during the fourth quarter of fiscal 2002, and the adoption did not have a
significant impact on our financial position or results of operations.

                                     F-14

<PAGE>

                              TRINTECH GROUP PLC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


2.  Marketable Securities

   Marketable securities are considered to be trading securities per SFAS 115
and are carried on the balance sheet at their market value.

<TABLE>
<CAPTION>
                                                   As of January 31, 2001
                                                 ---------------------------
                                                          Unrealized Market
                                                   Cost      Gain    Value
                                                 -------  ---------- -------
                                                 (U.S. dollars in thousands)
    <S>                                          <C>      <C>        <C>
    U.S. Government Agency Securities........... $41,120     $131    $41,251
    Corporate bonds.............................  46,003      134     46,137
                                                 -------     ----    -------
       Total.................................... $87,123     $265    $87,388
                                                 =======     ====    =======

                                                   As of January 31, 2002
                                                 ---------------------------
                                                          Unrealized Market
                                                   Cost      Gain    Value
                                                 -------  ---------- -------
                                                 (U.S. dollars in thousands)
    U.S. Government Agency Securities........... $20,217     $  8    $20,225
    Corporate bonds.............................  27,698       53     27,751
                                                 -------     ----    -------
       Total.................................... $47,915     $ 61    $47,976
                                                 =======     ====    =======
</TABLE>

   The change in unrealized gains (losses) included in net income (loss) is as
follows:

<TABLE>
<CAPTION>
                                                       Year ended January 31,
                                                     --------------------------
                                                       2000      2001    2002
                                                     ----       ----     -----
                                                     (U.S. dollars in thousands
   <S>                                               <C>        <C>     <C>
   Unrealized (loss) gain at beginning of year...... $ (2)      $325    $ 265
   Included in income (loss) for the year...........  327        (60)    (204)
                                                       ----      ----    -----
   Unrealized gain at end of year................... $325       $265    $  61
                                                       ====      ====    =====
</TABLE>

3.  Revolving Credit Facility: Bank Overdraft Facility and Overdrafts

   The Company has agreed an unsecured overdraft facility of Euro 2.5 million
(approximately US$2.2 million) from Bank of Ireland. Advances under this
facility will bear interest at the Bank's Prime overdraft rate, 3.93% as at
January 31, 2002. The facility will become effective during the first quarter
of fiscal 2003. As of January 31, 2002 there was US$0 outstanding under the
facility. The facility does not have a stated expiration date, but all amounts
drawn thereunder are repayable on demand.

4.  Inventories

<TABLE>
<CAPTION>
                                                   Year ended January 31,
                                                 ---------------------------
                                                      2001          2002
                                                     ------        ------
                                                 (U.S. dollars in thousands)
    <S>                                          <C>            <C>
    Raw materials............................... $  110         $  223
    Finished goods..............................  1,514          3,232
                                                     ------        ------
       Total.................................... $1,624         $3,455
                                                     ======        ======
</TABLE>

                                     F-15

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


5.  Foreign Exchange Contracts and Fair Value of Financial Instruments

   At January 31, 2001 and 2002, the Company had no Foreign Exchange contracts.

<TABLE>
<CAPTION>
                                              Year ended January 31,
                                         ---------------------------------
                                               2001             2002
                                         ---------------- ----------------
                                         Carrying  Fair   Carrying  Fair
                                          Amount   Value   Amount   Value
                                         -------- ------- -------- -------
                                            (U.S. dollars in thousands)
      <S>                                <C>      <C>     <C>      <C>
      Non Derivatives
      Cash and cash equivalents......... $14,038  $14,038 $ 6,750  $ 6,750
      Marketable Securities trading..... $87,388  $87,388 $47,976  $47,976

      Derivatives
      Foreign currency forward contracts $    --  $    -- $    --  $    --
</TABLE>

   The carrying amounts in the table are included in the statements of
financial position under the indicated captions.

6.  Operating Lease Commitments

   The Company's significant operating leases are for the premises in Dublin,
Ireland; Frankfurt, Germany; San Mateo, California; Austin, Texas; Dallas,
Texas; and London, United Kingdom. In Dublin, the Company leases its new
corporate headquarters from John and Cyril McGuire, officers and directors of
the Company. These new facilities are held under two leases expiring in 2023
and 2025, with rent reviews every five years and options to exit in 2007 and
2009, respectively. The rent paid by the company was determined after
completion of a survey of the rental market, and the terms of the lease are no
less favorable than those that could be obtained in arms-length transactions.
The Frankfurt facilities are held under two leases expiring in 2002 and 2004.
The San Mateo facility is under a 5 year lease which expires in 2004. The
Austin facility is under a ten year lease which expires in 2010. The Dallas
facility is under a seven year lease which expires in 2006. The London facility
is under a five year lease which expires in 2005. Rent expense, which does not
include the expense for facilities that the Company does not occupy was
approximately, US$1,236,000, US$1,742,000 and US$2,796,000 for the years ended
January 31, 2000, 2001, and 2002, respectively. For the year ended January 31,
2002, lease abandonment costs totaled US$4.2 million.

   Under the terms of the lease agreements for the San Mateo, Austin and Dallas
premises, the Company is required to provide security deposits in the form of a
letter of credit for $161,000, $3.5 million and $182,000, respectively, through
the term of the respective leases. The amount of the letters of credit issued
is guaranteed with certificates of deposit, maintained with the issuing bank as
security, and are classified as restricted cash on the Consolidated Balance
Sheets.

   Operating lease payments in the table below represent future minimum
payments for all properties currently leased by the Company, including
abandoned properties. Future minimum payments for abandoned properties total
US$32.8 million at January 31, 2002 of which the Company has estimated it will
incur US$4.2 million in costs over the remaining period of the subleases in
excess of sublease income. The estimated costs of abandoning these leased
facilities, including estimated costs to sublease, were based on market
information trend analyses.

                                     F-16

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                                       Future
                                                      Minimum   Future
                                                       Lease   Sublease
                                                      Payments  Income
                                                      -------- --------
                                                      (U.S. dollars in
                                                         thousands)
         <S>                                          <C>      <C>
         Year ending January 31,
            2003..................................... $ 6,837  $ 2,712
            2004.....................................   6,518    2,607
            2005.....................................   6,069    2,601
            2006.....................................   5,213    2,365
            2007.....................................   4,772    1,397
            Thereafter...............................  16,464    4,350
                                                      -------  -------
            Total minimum lease payments outstanding. $45,873  $16,032
                                                      =======  =======
</TABLE>

   Provisions for abandonments relating to future minimum lease payments of
US$2.2 million, US$1.9 million and US$95,000 are included in other accrued
liabilities for the year ending January 31, 2003 and in provision for lease
abandonments for the years ending January 31, 2004 and 2005, respectively.

7.  Capital Leases

   The following is an analysis of the property acquired under capital leases,
and included in property and equipment, by major classes:

<TABLE>
<CAPTION>
                                               Asset balances at
                                                  January 31,
                                               ----------------
                                                2001     2002
                                               ------   -------
                                               (U.S. dollars in
                                                  thousands)
                <S>                            <C>      <C>
                Computers and office equipment $1,739   $ 1,589
                Motor vehicles................     80        80
                Fixtures and fittings.........    154       101
                                               ------   -------
                   Total cost.................  1,973     1,770
                Accumulated depreciation......   (554)   (1,133)
                                               ------   -------
                   Total, net................. $1,419   $   637
                                               ======   =======
</TABLE>

   The following is a schedule by year of future minimum lease payments under
capital leases, together with the present value of the net minimum lease
payments as of January 31, 2002 (U.S. dollars in thousands):

<TABLE>
             <S>                                         <C>
             Year ending January 31,
                2003.................................... $418
                2004....................................  167
                2005....................................  140
                2006....................................    4
                                                         ----
                Total minimum lease payments............  729
                Less: Amount representing interest......  (52)
                                                         ----
             Present value of net minimum lease payments $677
                                                         ====
</TABLE>

                                     F-17

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The current portion and non-current portion of present value of net minimum
lease payments as of January 31, 2002 was US$386,000 and US$291,000,
respectively.

8.  Property and Equipment

   Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                  Year ended
                                                  January 31,
                                               ----------------
                                                2001     2002
                                               -------  -------
                                               (U.S. dollars in
                                                  thousands)
               <S>                             <C>      <C>
               Computers and office equipment. $ 8,705  $ 9,542
               Motor vehicles.................     277      229
               Fixtures and fittings..........   2,145    2,800
                                               -------  -------
                  Total cost..................  11,127   12,571
               Accumulated depreciation.......  (4,409)  (7,185)
                                               -------  -------
                  Property and equipment, net. $ 6,718  $ 5,386
                                               =======  =======
</TABLE>

9.  Other Non-Current Assets

   Other non-current assets consist of the following:

<TABLE>
<CAPTION>
                                                            Year ended
                                                           January 31,
                                                        -----------------
                                                         2001      2002
                                                        -------  --------
                                                         (U.S. dollars in
                                                            thousands)
      <S>                                               <C>      <C>
      Purchased technology............................. $12,887  $ 14,856
      Acquired customer base...........................   6,413     7,385
      Assembled workforce..............................   2,550     2,550
      Non-compete covenants............................   2,492     2,492
                                                        -------  --------
         Total......................................... $24,342  $ 27,283
      Less: Accumulated amortization and impairment....  (1,820)  (11,743)
                                                        -------  --------
         Total Net..................................... $22,522  $ 15,540
                                                        =======  ========
</TABLE>

10.  Other Accrued Liabilities

   Other accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                         Year ended
                                                        January 31,
                                                      ----------------
                                                        2001    2002
                                                      -------  -------
                                                      (U.S. dollars in
                                                         thousands)
         <S>                                          <C>      <C>
         Provision for lease abandonment............. $ 3,562  $ 1,511
         Deferred consideration......................   4,819    2,840
         Other.......................................   9,184    6,280
                                                      -------  -------
            Total.................................... $17,565  $10,651
                                                      =======  =======
</TABLE>

                                     F-18

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


11.  Shareholders' Equity and Redeemable Convertible Preference Shares

   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 may
decide.

   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. There were no dividends
declared or payable by the Company in any of the years presented. At January
31, 2000, 2001 and 2002 the Company did not have any profits available for
distribution.

   During 1998, in connection with the issuance of the Series A Redeemable
Convertible Preference Shares and certain strategic marketing agreements with
VISA International, the Company issued a warrant to purchase 250,000 of the
Company's Ordinary Shares at a price of US$6 per share. The warrant was fully
exercised in May 2000. The Company has determined the fair value of the warrant
at the time of issuance using a Black-Scholes option pricing model with the
following weighted-average assumptions: risk free interest rate of 6%; dividend
yields of 0%; volatility factors of the expected market price of the Company's
ordinary shares of 0.325; and a weighted-average expected life of the option of
two years. The determined value of the warrant was debited to prepaid expenses
and other current assets and was charged to marketing expenses over the two
year term of the strategic marketing agreement. The Company amortized US$80,000
of the value of the warrant to sales and marketing expense in the year ended
January 31, 2000.

   During 1999, in connection with a strategic alliance with MasterCard, the
Company issued options to purchase 50,000 shares of the Company's Ordinary
Shares at prices ranging from US$11.55 to US$12.50. The options originally
vested eighteen months from the date of grant and expire two years from the
date of issuance. In May 2000, we revised these option grants to be immediately
exercisable so that in future periods the non-cash compensation charge is fixed
on a quarterly basis. The Company recorded US$587,000, US$865,000 and
US$242,000 in stock compensation related to these options in the years ended
January 31, 2000, 2001 and 2002, respectively.

   Also in 1999, in connection with the formation of the Company's Advisory
Board, the Company issued options to purchase 60,000 shares of the Company's
Ordinary Shares at an exercise price of US$11.36 to each of the three Advisory
Board Members. The options originally vested ratably over four years and expire
after seven years from the date of grant. In May 2000, we revised these option
grants to be immediately exercisable so that in future periods the non-cash
compensation charge is fixed on a quarterly basis. The Company recorded
US$1,481,000, US$4,279,000 and US$423,000 in stock compensation related to
these options in the years ended January 31, 2000, 2001 and 2002, respectively.

   On March 10, 2000 the Company effected a two-for-one split of its issued and
outstanding ADSs. Basic and diluted net (loss) per equivalent ADS is therefore
calculated using twice the weighted average number of ordinary shares
outstanding during the period.

   In November 2000, in connection with the acquisition of Exceptis, the
company exchanged unvested options in that entity for Trintech options, the
company recorded US$35,000 and US$75,000 in stock compensation related to these
options in the years ended January 31, 2001 and 2002 respectively.

                                     F-19

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


12.  Net Income (Loss) Per Ordinary Share

<TABLE>
<CAPTION>
                                                                             Year ended January 31,
                                                               -------------------------------------------------
                                                                    2000              2001            2002
                                                                 -----------       -----------     -----------
                                                               (U.S. dollars in thousands, except per share data
<S>                                                            <C>               <C>             <C>
Numerator:
Numerator for basic and diluted net Income (loss) per ordinary
  share--Income (loss) available to ordinary shareholders..... $   (12,111)      $   (32,572)    $  (100,039)
                                                                 -----------       -----------     -----------
Denominator:
Denominator for basic earnings per Share--weighted average
  Ordinary Shares.............................................  19,309,964        27,704,705      30,341,559
Effect of employee stock options..............................          --                --              --
                                                                 -----------       -----------     -----------
Denominator for diluted net income (loss) per Ordinary Share..  19,309,964        27,704,705      30,341,559
                                                                 -----------       -----------     -----------
Basic net income (loss) per Ordinary Share.................... $     (0.63)      $     (1.18)    $     (3.30)
                                                                 -----------       -----------     -----------
Diluted net income (loss) per Ordinary Share.................. $     (0.63)      $     (1.18)    $     (3.30)
                                                                 -----------       -----------     -----------
ADS used in computing basic net income (loss) per equivalent
  ADS.........................................................  38,619,928        55,409,410      60,683,118
                                                                 -----------       -----------     -----------
ADS used in computing diluted net income (loss) per equivalent
  ADS.........................................................  38,619,928        55,409,410      60,683,118
                                                                 -----------       -----------     -----------
Basic net income (loss) per ADS............................... $     (0.31)      $     (0.59)    $     (1.65)
                                                                 -----------       -----------     -----------
Diluted net income (loss) per ADS............................. $     (0.31)      $     (0.59)    $     (1.65)
                                                                 -----------       -----------     -----------
</TABLE>

13.  Employee Benefit Plans

   The Company has elected to follow Accounting Principles Board Opinion Number
25, "Accounting for Stock Issued to Employees", ("APB 25") and related
interpretations in accounting for its stock options. Under APB 25, the Company
has not recognized compensation expense during the year ended January 31, 2000,
as the Company believes the exercise price of the Company's share options at
the date of grant was equal to or greater than the estimated fair value of the
underlying shares on the date of grant. In September 1999, in connection with
the appointment of the Chief Operating Officer, the Company issued 20,000
options at less than the fair market value at the date of grant. The options
vest equally in January 2001 and January 2002. For the years ended January 31,
2001 and 2002, the Company recognized compensation expense of US$100,000 in
each year.

   The Company has the following active stock option and purchase plans,
Trintech Group PLC 1997 Share Option Scheme, the Trintech Group PLC Directors
and Consultants Share Option Scheme, the 1999 Employee Savings Related Share
Option Scheme and the 1999 Employee Share Purchase Plan, (the Stock Plans).
There are 6,000,000 Shares (12,000,000 equivalent ADSs) available to be issued
collectively under the Stock Plans. If an Option expires or is cancelled for
any reason without having been fully exercised or vested, the unvested or
cancelled Shares will continue to be available for future grant under the Stock
Plans.

   The Trintech Group PLC 1997 Share Option Scheme (the "1997 Plan"), which
provides for the grant of options to purchase Ordinary Shares of the Company,
was approved by the Company's Board of Directors and was subsequently amended.
Under the 1997 Plan, non-temporary employees and executive directors holding
salaried employment or office with the Company or any subsidiary companies are
eligible to participate in the 1997 Plan. All options granted have a seven-year
term and generally 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.

                                     F-20

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   In November 2001, the Board of Directors of the Company approved an offer to
exchange all outstanding unexercised options held by eligible employees granted
under the 1997 Trintech Group PLC Share Option Scheme for new options to be
granted under the 1997 Trintech Group PLC Share Option Scheme. Under the offer,
employees were given the opportunity, if they chose, to cancel outstanding
stock options previously granted to them in exchange for an equal number of
replacement options to be granted at a future date, at least six months and a
day from the cancellation date, which was December 12, 2001. No members of the
Board of Directors or officers of the Company were eligible to participate in
the offer. Under the terms of the offer, the Company has accepted for
cancellation options to purchase 658,862 Ordinary Shares (1,317,724 equivalent
ADS). Subject to the terms and conditions of the offer, the Company will grant
new options to subscribe to or purchase an aggregate of 658,862 Ordinary Shares
(1,317,724 equivalent ADS) sometime on or after June 17, 2002.

   During 1998, the Company's Board of Directors and shareholders approved the
Directors and Consultants Share Option Scheme which provides for the grant of
options to purchase Ordinary Shares of the company, to non-employee directors
and consultants of the Company. All options granted have a seven-year term and
are generally exercisable at date of the grant. The exercise price of each
share option is the fair market value of the share on the date of grant.

   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 the
Company's 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, 2002 no
shares had been issued under this scheme.

   Also in August 1999, the Company obtained shareholder approval for the
establishment of the Trintech 1999 employee share purchase plan for Trintech's
U.S. employees. The 1999 share purchase plan is intended to qualify under
Section 423 of the Code and contains consecutive, overlapping, twenty-four
month offering periods. Each offering period includes four six-month purchase
periods. The offering periods generally start on the first trading day on or
after March 1 and September 1 of each year.

   The 1999 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. As of January 31, 2002, 58,616 Ordinary Shares (117,232
equivalent ADS) had been issued under this plan.

   Pro forma information regarding net income is required by FASB Statement
Number 123, "Accounting for Stock-Based Compensation", ("SFAS 123"), and has
been determined as if the Company had accounted for its stock options under the
fair value method of SFAS 123. The fair value for these options was estimated
at the date of grant using a Black-Scholes option pricing model with the
following weighted-average assumptions for fiscal 2000, 2001 and 2002: risk
free interest rate of 6%, 5% and 4% respectively; dividend yields of 0%;
volatility factors of the expected market price of the Company's ordinary
shares of 0.001 (to approximate to the minimum value method appropriate for
non-public companies) for options granted prior to the initial public offering,
for options granted following the initial public offering in fiscal 2000 of .4,
..5 for fiscal 2001 and 1 for fiscal 2002, and a weighted-average expected life
of the option of three years for fiscal 2000 and four years for fiscal 2001 and
2002.

                                     F-21

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   For purposes of pro forma disclosures, the estimated fair value of the
options is amortized to expense over the options' vesting period. The Company's
pro forma information follows for the years ended January 31 (in thousands of
U.S. dollars):

<TABLE>
<CAPTION>
                                                     Year ended January 31,
                                                 -----------------------------
                                                   2000      2001      2002
                                                 --------  --------  ---------
 <S>                                             <C>       <C>       <C>
 Pro forma net income (loss).................... $(12,835) $(37,023) $(102,892)
                                                 ========  ========  =========
 Pro forma net income (loss) per ordinary share
   Basic and diluted............................ $  (0.66) $  (1.34) $   (3.39)
 Pro forma net income (loss) per equivalent ADS
   Basic and diluted............................ $  (0.33) $  (0.67) $   (1.70)
</TABLE>

   A summary of the Company's stock option activity and related information for
the years ended January 31, 2000, 2001 and 2002 follows:

<TABLE>
<CAPTION>
                             January 31, 2000          January 31, 2001           January 31, 2002
                         ------------------------- ------------------------- --------------------------
                                      Weighted-                 Weighted-                  Weighted-
                                       average                   average                    average
                          Options   exercise price  Options   exercise price  Options    Exercise price
                         ---------  -------------- ---------  -------------- ----------  --------------
<S>                      <C>        <C>            <C>        <C>            <C>         <C>
Outstanding at beginning
  of year............... 1,486,681      $ 3.40     3,611,327      $11.96      4,233,919      $19.16
Granted and assumed..... 2,471,358       16.36     1,391,417       39.22      1,912,960        3.86
Cancelled...............  (281,033)       7.45      (379,433)      39.26     (1,630,972)      26.88
Exercised...............   (65,679)       2.41      (389,392)       4.90       (362,199)       2.64
                         ---------      ------     ---------      ------     ----------      ------
Outstanding at end of
  year.................. 3,611,327      $11.96     4,233,919      $19.16      4,153,708      $10.54
                         =========      ======     =========      ======     ==========      ======
Exercisable at end of
  year..................   438,116      $ 3.79     1,019,564      $ 8.56      1,388,442      $11.96
                         =========      ======     =========      ======     ==========      ======
</TABLE>

<TABLE>
<CAPTION>
                                                 January 31, 2000      January 31, 2001      January 31, 2002
                                               --------------------- --------------------- --------------------
                                                        Weighted-             Weighted-            Weighted-
                                               Fair      average     Fair      average     Fair     Average
                                               Value  exercise price Value  exercise price Value Exercise price
                                               ------ -------------- ------ -------------- ----- --------------
<S>                                            <C>    <C>            <C>    <C>            <C>   <C>
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........ $ 3.91     $16.36     $18.32     $39.22     $2.72     $3.86
Weighted-average fair value of options granted
  during the year for options whose exercise
  price was less than the market price of the
  Ordinary Shares on the date of grant........ $10.00     $ 1.56     $   --     $   --     $  --     $  --
</TABLE>

                                     F-22

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Exercise prices for options outstanding as of January 31, 2002 ranged from
US$0.72 to US$100.10 per share. The breakdown of outstanding options at January
31, 2002 by price range is as follows:

<TABLE>
<CAPTION>
                           Weighted average      Options     Options
         Price range    Remaining life (years) Outstanding Exercisable
         -----------    ---------------------- ----------- -----------
         <S>            <C>                    <C>         <C>
         $ 0.72--  3.29          5.36             648,495     247,779
         $ 3.30--  3.64          6.64             890,666      18,446
         $ 3.65-- 11.34          5.37             674,046     185,416
         $11.35-- 11.39          4.41             753,474     438,767
         $11.40-- 19.99          5.06             693,444     338,977
         $20.00--100.10          5.64             493,583     159,057
                                                ---------   ---------
                                                4,153,708   1,388,442
                                                =========   =========
</TABLE>

   Options have been granted in US 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.

14.  Income Taxes

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

<TABLE>
<CAPTION>
                                                Year ended January 31,
                                             ----------------------------
                                               2000      2001      2002
                                             --------  --------  --------
                                              (U.S. dollars in thousands)
     <S>                                     <C>       <C>       <C>
     Ireland................................ $(16,172) $(40,089) $(95,525)
     Foreign................................    4,064     7,899    (4,429)
                                             --------  --------  --------
            Total........................... $(12,108) $(32,190) $(99,954)
                                             ========  ========  ========
</TABLE>

   The provision for income taxes consists of the following:

<TABLE>
<CAPTION>
                                                       Year ended January 31,
                                                     ---------------------------
                                                       2000       2001     2002
                                                     ----       ----      ----
                                                     (U.S. dollars in thousands)
  <S>                                                <C>        <C>       <C>
  Current:..........................................
     Ireland........................................ $ 3        $ 60      $42
     Foreign........................................  --         322       43
                                                     ---          ----    ---
         Total current.............................. $ 3        $382      $85
                                                     ===          ====    ===

  Deferred:
     Ireland........................................ $--        $ --      $--
     Foreign........................................  --          --       --
                                                     ---          ----    ---
         Total deferred............................. $--        $ --      $--
                                                     ===          ====    ===
            Total provision for income taxes........ $ 3        $382      $85
                                                     ===          ====    ===
</TABLE>

                                     F-23

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


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

<TABLE>
<CAPTION>
                                                   Year ended January 31,
                                                 --------------------------
                                                  2000     2001      2002
                                                 -------  -------  --------
                                                 (U.S. dollars in thousands)
    <S>                                          <C>      <C>      <C>
    Income taxes computed at the Irish statutory
      income tax rate of 27.66% for 2000, 23.66%
      for 2001 and 19.66% for 2002.............. $(3,349) $(7,616) $(19,651)
    Income (losses) from Irish manufacturing
      operations relieved at lower rates........   2,456    3,395     2,104
    Income (losses) (relieved at) subject to
      higher rates of tax.......................     707       92        53
    Operating losses utilized...................  (1,530)      --        --
    Operating losses not utilized...............   1,737    2,766     3,296
    Income not subject to tax...................  (1,003)  (2,005)     (506)
    Non-deductible expenses.....................     345    2,301    14,641
    Non-deductible stock compensation...........     640    1,449       148
                                                 -------  -------  --------
           Total provision for income taxes..... $     3  $   382  $     85
                                                 =======  =======  ========
</TABLE>

<TABLE>
<CAPTION>
                                             Year ended January 31,
                                           --------------------------
                                             2000     2001     2002
                                           -------   -------  -------
                                           (U.S. dollars in thousands)
          <S>                              <C>       <C>      <C>
          Deferred tax assets
          Net operating loss carryforwards $ 3,305   $ 4,475  $ 8,243
                                           -------   -------  -------
          Total deferred tax assets.......   3,305     4,475    8,243
          Valuation allowance.............  (3,305)   (4,475)  (8,243)
                                           -------   -------  -------
          Net deferred tax assets......... $    --   $    --  $    --
                                           =======   =======  =======
</TABLE>

   At January 31, 2002, the Company had Irish manufacturing, U.S. net operating
loss and UK net operating loss carryforwards of approximately US$58,170,000,
US$4,220,000 and US$2,460,000, respectively. The utilization of these net
operating loss carryforwards is limited to the future profitable operations of
the Company in the related tax jurisdictions in which such carryforwards arose.
The Irish and U.K. losses carry forward indefinitely. The U.S. loss
carryforwards will expire between 2014 and 2022 if not previously utilized.
100% valuation allowances have been provided against the net operating loss
carryforwards because of the history of operating losses in the related tax
jurisdictions.

                                     F-24

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


15.  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. The Company's chief operating
decision maker is the Chief Executive Officer. To date, the Company has viewed
its operations as principally two segments:

                          Year ended January 31, 2000
                          (U.S. dollars in thousands)

<TABLE>
<CAPTION>
                                             Licenses  Segments   All    Consolidated
                                    Product & Services  Total    Other      Total
                                    ------- ---------- -------- -------  ------------
<S>                                 <C>     <C>        <C>      <C>      <C>
Revenue............................ 18,457    11,787    30,244       --     30,244
Cost of Sale....................... 12,034     3,973    16,007    1,250     17,257
Gross Profit.......................  6,423     7,814    14,237   (1,250)    12,987
Operating Expenses.................  3,410    14,770    18,180    8,965     27,145
Operating Profit (Loss)............  3,013    (6,956)   (3,943) (10,215)   (14,158)
Non-operating Income (expense), net     --        --        --    2,047      2,047
                                    ------    ------    ------  -------    -------
Net Income (Loss)..................  3,013    (6,956)   (3,943)  (8,168)   (12,111)
                                    ------    ------    ------  -------    -------
Segment Assets.....................  4,695     3,944     8,639   65,656     74,295
                                    ======    ======    ======  =======    =======
</TABLE>

                          Year ended January 31, 2001
                          (U.S. dollars in thousands)

<TABLE>
<CAPTION>
                                             Licenses  Segments   All    Consolidated
                                    Product & Services  Total    Other      Total
                                    ------- ---------- -------- -------  ------------
<S>                                 <C>     <C>        <C>      <C>      <C>
Revenue............................ 22,288    26,752    49,040       --     49,040
Cost of Sale....................... 15,110     9,106    24,216    2,399     26,615
Gross Profit.......................  7,178    17,646    24,824   (2,399)    22,425
Operating Expenses.................  7,845    33,816    41,661   19,660     61,321
Operating Profit (Loss)............   (667)  (16,170)  (16,837) (22,059)   (38,896)
Non-operating Income (expense), net     --        --        --    6,324      6,324
                                    ------   -------   -------  -------    -------
Net Income (Loss)..................   (667)  (16,170)  (16,837) (15,735)   (32,572)
                                    ------   -------   -------  -------    -------
Segment Assets.....................  9,249    11,436    20,685  215,779    236,464
                                    ======   =======   =======  =======    =======
</TABLE>

                                     F-25

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


                          Year ended January 31, 2002
                          (U.S. dollars in thousands)

<TABLE>
<CAPTION>
                                       Licenses  Segments   All    Consolidated
                              Product & Services  Total    Other      Total
                              ------- ---------- -------- -------  ------------
<S>                           <C>     <C>        <C>      <C>      <C>
Revenue...................... 26,104    42,237    68,341       --      68,341
Cost of Sale................. 19,476     9,208    28,684    9,921      38,605
Gross Profit.................  6,628    33,029    39,657   (9,921)     29,736
Operating Expenses...........  7,529    36,512    44,041   89,133     133,174
Operating Profit (Loss)......   (901)   (3,483)   (4,384) (99,054)   (103,438)
Non-operating Income
  (expense), net.............     --        --        --    3,399       3,399
                              ------    ------    ------  -------    --------
Net Income (Loss)............   (901)   (3,483)   (4,384) (95,655)   (100,039)
                              ------    ------    ------  -------    --------
Segment Assets............... 11,336     7,844    19,180  104,078     123,258
                              ======    ======    ======  =======    ========
</TABLE>

   The Company only reports direct operating expenses under the control of the
Chief Operating Decision Maker in the Segmental Information disclosed. The
Company does not report indirect operating expenses, depreciation and
amortization, impairment, interest income (expense), income taxes, capital
expenditures, or identifiable assets by industry segment, other than
inventories and accounts receivable, to the Chief Executive Officer.

   The following tables reconcile segment income (loss) before income taxes to
consolidated income (loss) before income taxes and segment assets to
consolidated total assets.

<TABLE>
<CAPTION>
                                                 Year ended January 31,
                                              ----------------------------
                                                2000      2001      2002
                                              --------  --------  --------
                                               (U.S. dollars in thousands)
     <S>                                      <C>       <C>       <C>
     Total income (loss) before taxes for
       reportable segments................... $ (3,943) $(16,837) $ (4,384)
     Unallocated amounts:
        Central overheads....................   (7,938)   (5,546)  (21,404)
        Depreciation and amortization........   (2,277)  (16,513)  (77,650)
        Interest income (expense), net.......    1,208     6,855     2,961
        Exchange (loss) gain, net............      842      (149)      523
                                              --------  --------  --------
        Income (loss) before income taxes.... $(12,108) $(32,190) $(99,954)
                                              --------  --------  --------
     Total assets for reportable segments....    8,639    20,685    19,180
     Unallocated amounts:
        Cash.................................   10,862    14,038     6,750
        Restricted cash......................       --     3,622     5,369
        Marketable securities................   48,830    87,388    47,976
        Value added taxes....................      192       290       533
        Prepaid expenses and other current
          assets.............................    1,332     5,427     3,523
        Property and equipment, net..........    3,190     6,718     5,386
        Software development costs...........    1,250        --        --
        Other non-current assets.............       --    22,522    15,540
        Goodwill.............................       --    75,774    19,001
                                              --------  --------  --------
            Total Assets..................... $ 74,295  $236,464  $123,258
                                              ========  ========  ========
</TABLE>

                                     F-26

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The distribution of net revenue by geographical area was as follows:

<TABLE>
<CAPTION>
                                                            January 31,
                                                    ---------------------------
                                                      2000     2001      2002
                                                    -------  --------  -------
                                                    (U.S. dollars in thousands)
 <S>                                                <C>      <C>       <C>
 Germany...........................................  18,005    23,790   26,711
 United States of America..........................   3,600     8,302   21,371
 Ireland...........................................   3,085     2,193    2,384
 Europe (excluding Germany and Ireland)............   2,640     8,172   12,788
 Rest of World (excluding United States of America)   2,914     6,583    5,087
                                                    -------  --------  -------
        Total...................................... $30,244  $ 49,040  $68,341
                                                    =======  ========  =======

                                                            January 31,
                                                    ---------------------------
                                                      2000     2001      2002
                                                    -------  --------  -------
                                                    (U.S. dollars in thousands)
 Long Lived Assets:
 Country of Domicile:
    Ireland........................................ $ 3,233  $101,807  $38,053
 Foreign Countries:
    United States..................................   1,026     2,489    1,047
    Germany........................................     181       281      198
    Other..........................................      --       437      629
                                                    -------  --------  -------
        Total...................................... $ 4,440  $105,014  $39,927
                                                    =======  ========  =======
</TABLE>

16.  Government Grants and Related Loans

   Under employment agreements between the Company and Enterprise Ireland (the
Irish Development Authority, Forbairt) the Company has offset against related
payroll expense amounts of US$10,000 in the year ended January 31, 2000 and
US$nil in the years ended January 31, 2001 and 2002. Under the terms of the
agreements between the Company and Enterprise Ireland, these grants may be
repaid to Enterprise Ireland in certain circumstances, principally the failure
to maintain the related jobs for a period of five years from the payment of the
first installment of the related employment grant. The Company has complied
with the terms of the grant agreements through January 31, 2002.

   Under research and development agreements between the Company and Enterprise
Ireland the Company has offset US$174,000 against related research and
development expenditure for the year ended January 31, 2000 and US$nil for the
years ended January 31, 2001 and 2002. Under the terms of the agreements
between the Company and Enterprise Ireland, these grants may be repaid to
Enterprise Ireland in certain circumstances, principally the disposal by the
Company of intellectual property arising from the grant aided research and
development. The Company has not disposed of any such intellectual property
through January 31, 2002.

   In the year ended January 31, 2000 the Company received US$100,000 in the
form of non-interest bearing loans which are repayable at rates linked to
future revenues earned in the related markets. The loans are repayable at a
rate of 1.4% of total export sales in the period January 1999 to December 2001,
payments commenced in January 2000 and end in July 2002. If the repayments
calculated as a percentage of sales are not sufficient to repay the loans in
full Enterprise Ireland may write off the balance provided they are satisfied
with the information provided about the sales achieved. The Company has
credited all such loan amounts to the balance sheet liability account
"Government Grants repayable and related loans" as the Company believes such
loans will be repaid in full.

                                     F-27

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


17.  Selected Statement of Operating Data

   The following customers accounted for more than 10% of revenue in any one of
the years ended January 31, 2000, 2001 and 2002 respectively.

<TABLE>
<CAPTION>
                                                Year Ended January 31
                                                --------------------
                                                2000        2001 2002
                                                ----        ---- ----
                <S>                             <C>         <C>  <C>
                Deutsche Verkehrs Bank Zentrale  11%          6%  12%
                                                 --          --   --
                Fiducia........................   1%          7%  10%
                                                 --          --   --
                Which..........................  20%         12%   4%
                                                 --          --   --
</TABLE>

   The customers identified in the above table all relate to the product
segment described in note 15.

18.  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 generally accepted accounting principles in the United States
notwithstanding their legal form of dividends to minority interests in order to
correctly reflect the substance of the transactions.

   The amount of dividends included in compensation expenses are as follows:

<TABLE>
<CAPTION>
                               Year ended January 31,
                             ---------------------------
                               2000        2001    2002
                             ----        ----     ----
                             (U.S. dollars in thousands)
                             <S>         <C>      <C>
                             312         209      154
                             ---         ---      ---
</TABLE>

   As described in Note 6 the Company leases its corporate headquarters in
Dublin, Ireland from John and Cyril McGuire, officers and directors of the
Company. The rent paid by the company was determined after completion of a
survey of the rental market, and the terms of the leases are no less favorable
than those that could be obtained in arms-length transactions

   The Company has a strategic relationship with VISA International covering
Europe, the United States, Latin America and the Asia Pacific region. VISA
markets and recommends certain of the Company's products throughout the world.
Member organizations of VISA license products from the Company. In August 1998
VISA International subscribed US$1,500,000 for 250,000 of the Series A
Redeemable Convertible Preference Shares and in September 1998 appointed a
representative to the board of directors under the subscription agreement. This
right of appointment of a director was terminated on the completion of the
company's initial public offering in September 1999. In addition, in August
1998 the Company issued to VISA a warrant to purchase 250,000 ordinary shares
at a price of US$6 per ordinary share, which was exercised in May 2000. The
value of the warrant was determined to be US$163,000 and was ratably amortized
over the two year period of the strategic agreement with VISA to pursue
opportunities in the Internet marketplace entered into at the time.

                                     F-28

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Revenues from the supply of products and services to VISA, and balances due
from VISA at the ends of the related accounting period were as follows:

<TABLE>
<CAPTION>
                                        Year ended January 31,
                                      ---------------------------
                                         2000      2001    2002
                                        ------   ----     ----
                                      (U.S. dollars in thousands)
               <S>                    <C>        <C>      <C>
               Revenues.............. $2,005     $665     $827
               Balances due from VISA    399      133      213
</TABLE>

   Trintech has entered into a number of development and marketing agreements
with VISA. The development agreements comprise the customization of certain
Trintech products to meet VISA specifications.

   The development element of such arrangements are accounted for in accordance
with the Company's revenue recognition policy for services using the
percentage-of-completion contract accounting method. Trintech has no obligation
to repay funds received under the agreements and bears the financial risks and
rewards of the development projects as well as retaining title to the
intellectual property rights of the developed technology. The marketing
agreements entered into between Trintech and VISA have no accounting value.

   On March 31, 1998 the Company licensed the source code for S/Pay and J/Pay
from RSA Data Security for a consideration of US$2.5 million and entered into a
joint marketing activities agreement with RSA Data Security. On the same date,
Security Dynamics Technologies, Inc., the parent company of RSA Data Security
purchased 482,765 ordinary shares in the Company for US$2 million and appointed
a representative to the Company's board of directors. On June 30, 1998 Security
Dynamics Technologies Limited purchased 500,000 Series A Redeemable Convertible
Preference Shares for US$3 million.

   During the year ended January 31, 2000, 2001 and 2002 respectively, the
Company incurred expenditure of US$nil, US$150,000 and US$nil on joint
marketing activities with RSA. There were no balances due to or from RSA or
Security Dynamics at any period end.

19.  Acquisitions

   On August 25, 2000, the Company acquired the outstanding shares of Checkline
plc, a privately held company in the United Kingdom, for total consideration
initially estimated at US$39.3 million subject to final adjustment relating to
performance related deferred consideration. The consideration as at January 31,
2002, totaled US$41.1 million, including an estimate of performance related
deferred consideration of US$1.25 million. The total consideration comprises
the issuance of 1.2 million ADSs with a value of US$29 million at the time of
the agreement, US$11.8 million in cash, and related costs. A further US$1.25
million may become payable in cash if performance targets are achieved over the
next year and agreement is reached on other milestones. This payment, if met,
would result in an increase in the purchase price of the acquired business, and
a corresponding increase to the goodwill recorded. Checkline is a transaction
processing and electronic card payment company, with nearly 15 years of secure
payment experience. The acquisition was accounted for under the purchase method
of accounting, and accordingly, the assets, liabilities, and operating results
have been included in the accompanying financial statements from the date of
acquisition.

   The total purchase costs as at January 31, 2002, totaling US$41.1 million,
comprising the fair value of the shares issued, the cash paid and related
transaction costs, has been allocated, based on their respective fair values,
to non-current assets (purchased technology, assembled workforce, acquired
customer base and a non-compete covenant) of US$9 million, goodwill of US$31.6
million and net assets acquired of US$0.5 million. The Company will adopt SFAS
No. 142 beginning with its first quarter of fiscal 2003, and will reclassify
non-current

                                     F-29

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

assets relating to assembled workforce of US$343,000 to goodwill on February 1,
2002, and cease to amortize US$688,000 of goodwill. Non-current assets are
being amortized on a straight-line basis over their estimated useful economic
lives of three years. During the year ended January 31, 2002, the company
recognized other non-current asset impairments, principally a non compete
covenant and purchased technology, of US$1.6 million and goodwill impairment of
US$17.0 million in relation to Checkline.

   On November 15, 2000, the Company acquired substantially all the assets of
Sursoft, a privately held company in Latin America, for total consideration
initially estimated at US$11.0 million subject to final adjustment relating to
performance related deferred consideration outlined below. The consideration as
at January 31, 2002 totaled US$11.4 million. The total purchase costs comprise
US$8.9 million payable in cash over five years, deferred consideration of
US$2.2 million payable in cash, and transaction costs of US$0.3 million. In
addition, the Company will be required to pay additional consideration to
Sursoft shareholders each year over the five year period beginning on the first
anniversary of the closing date of the acquisition equal to 25% of the revenues
generated by the Sursoft business in excess of the related deferred
consideration amount for each year. In February 2002, the Company paid
US$400,000 additional consideration in respect of year one revenue. Separately,
the vendors of the Sursoft assets purchased 199,004 ADSs for a total cash
consideration of US$2.0 million. The vendors of the Sursoft assets additionally
agreed to purchase a further number of ADSs for a total cash consideration of
US$1.5 million on or around the first anniversary of the closing date of the
acquisition. In December 2001, we issued 149,252 ADSs to the vendors of the
Sursoft assets in connection with this. The number of shares issued is
currently being contested by the vendors, the maximum additional cost, should
the company not prevail would be approximately US$400,000.

   The subscription amount of US$1.5 million related to these shares is held in
a trust account by our attorneys on behalf of the Company and is classified as
restricted cash on the Consolidated Balance Sheets.

   Sursoft specialize in payment card and merchant management software for
credit, debit or smart cards and has over 10 years of secure payment software
experience. The acquisition was accounted for under the purchase method of
accounting, and accordingly, the assets, liabilities, and operating results
have been included in the accompanying financial statements from the date of
acquisition. The total purchase costs of US$11.4 million, comprising the fair
value of the shares issued, the cash paid, the deferred consideration and
related transaction costs, has been allocated, based on their respective fair
values, to non-current assets (purchased technology and assembled workforce) of
US$3.1 million, goodwill of US$8.3 million and net assets acquired of nil. The
Company will adopt SFAS No. 142 beginning with its first quarter of fiscal
2003, and reclassify non-current assets relating to, assembled workforce of
US$118,000 to goodwill on February 1, 2002, and cease to amortize US$5.4
million of goodwill. Non-current assets are being amortized on a straight-line
basis over their estimated useful economic lives of three years.

   On November 20, 2000, the Company acquired Exceptis Technologies Limited, a
privately held company in Ireland, for total consideration initially estimated
at US$16.5 million subject to final adjustment relating to performance related
deferred consideration and total amount of liabilities assumed. The final
consideration totaled US$18.1 million. The total purchase costs comprise the
issuance of 1.73 million ADSs with a value of US$15.6 million at the time of
the agreement, 43,326 replacement options over the Company's Ordinary Shares
with a fair value of US$433,000, liabilities assumed of US$2.1 million, cash of
US$1.2 and related acquisition costs of US$0.9 million. Total unearned
compensation cost for outstanding unvested options held by Exceptis employees
and exchanged for unvested options granted by the Company has been calculated
as the portion of the intrinsic value at the consummation date that the future
vesting period bears to the total vesting period. The amount of unearned
compensation cost, US$281,000, has been deducted from the fair value of the
total purchase price.

                                     F-30

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   Exceptis Technologies is a leading provider of B2B and B2C Internet enabled
payment infrastructure solutions for fraud prevention, automated payment card
dispute resolution and risk management for card issuers, financial transaction
processors and acquirers. The acquisition was accounted for under the purchase
method of accounting, and accordingly, the assets, liabilities, and operating
results have been included in the accompanying financial statements from the
date of acquisition.

   The total purchase costs of US$18.1 million, comprising the fair value of
the shares and replacement options issued, the net liabilities assumed and
related transaction costs less the amount allocated to unearned compensation
costs, has been allocated, based on their respective fair values, to
non-current assets (purchased technology, assembled workforce and non-compete
covenants) of US$2 million and goodwill of US$17.9 million and net liabilities
assumed of US$2.1 million. The Company will adopt SFAS No. 142 beginning with
its first quarter of fiscal 2003, and reclassify non-current assets relating to
assembled workforce of US$316,000 to goodwill on February 1, 2002, and cease to
amortize US$4.8 million of goodwill. Non-current assets are being amortized on
a straight-line basis over their estimated useful economic lives of three years.

   On December 29, 2000, the Company acquired the primary assets of Globeset,
Inc., a privately held company in the U.S., for total consideration initially
estimated at US$33.9 million subject to final adjustment based on the total
amount of liabilities assumed. The final consideration totaled US$36.6 million.
The consideration comprises US$15.6 million in cash, net of cash acquired, the
assumption of liabilities of US$20.0 million and related acquisition costs of
US$1.0 million. Separately, the vendors of the Globeset assets purchased
902,934 ADSs for a total cash consideration of US$10.0 million.

   Globeset is a supplier of secure e-payment infrastructure services and
products for buyers, sellers and financial-service providers. The acquisition
was accounted for under the purchase method of accounting, and accordingly, the
assets, liabilities, and operating results have been included in the
accompanying financial statements from the date of acquisition.

   The total purchase costs of US$36.6 million, comprising the net cash paid,
net liabilities assumed and related transaction costs, has been allocated,
based on their respective fair values, to non-current assets (purchased
technology, assembled workforce and acquired customer base) of US$10.3 million
and goodwill of US$31.3 million less deferred income of US$5.0 million. The
Company will adopt SFAS No. 142 beginning with its first quarter of fiscal
2003, and reclassify non-current assets relating to assembled workforce of
US$0.7 million to goodwill on February 1, 2002, and cease to amortize US$9.5
million of goodwill. Non-current assets are being amortized on a straight-line
basis over their estimated useful economic lives of three years.

   On November 13, 2001, the Company acquired VeriFone's secure payment
infrastructure and Internet payment ePS product line, for total consideration
of US$3.4 million. The consideration comprises US$3.3 million in cash and
related acquisition costs of US$100,000.

   VeriFone's ePS product line is a complete e-commerce payment management
solution aimed at large retailers, financial institutions, network operators
and other multiple service providers. The acquisition was accounted for under
the purchase method of accounting, and accordingly, the assets, liabilities,
and operating results have been included in the accompanying financial
statements from the date of acquisition.

   The total purchase costs of US$3.4 million, comprising the net cash paid and
related transaction costs, has been allocated, based on their respective fair
values, to non-current assets (purchased technology and acquired customer base)
of US$2.9 million and goodwill of US$459,000. The acquisition was accounted for
in accordance with SFAS No. 141. Accordingly, goodwill was not amortized.
Non-current assets are being amortized on a straight-line basis over their
estimated useful economic lives of three years.

                                     F-31

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


20.  Impairment of Non-current assets and Goodwill

   During the fourth quarter of fiscal 2002, the Company performed an
impairment assessment of identifiable intangible assets (included in
non-current assets), principally a non compete covenant and purchased
technology, and goodwill recorded in connection with its various acquisitions.
The assessment was performed primarily due to the significant decline in the
Company's stock price, the net book value of assets significantly exceeding the
Company's market capitalization, the significant underperformance of the
acquisitions relative to projections and the overall decline in industry growth
rates which indicated that this trend might continue for an indefinite period.
As a result, the Company recorded a US$38.1 million impairment charge in the
quarter ended January 31, 2002 to reduce other intangible assets and goodwill
associated with the acquisitions to their estimated fair value. The estimate of
fair value was based upon the discounted estimated cash flows from the sale of
the products acquired for the succeeding four years using a discount rate of
15%. The assumptions supporting the estimated cash flows, including the
discount rate, reflect management's best estimates. The discount rate was based
upon the weighted average cost of capital for comparable companies. If the
prevailing discount rate had been 10% or 20%, the impairment charge would have
decreased by US$3.8 million and increased by US$1.7 million, respectively. Of
the total write down, US$1.6 million was applied to reduce non-current assets
(a non-compete covenant, purchased technology and assembled workforce) to
US$15.5 million and US$36.5 million applied to reduce goodwill to US$19.0
million.

   During the year ended January 31, 2002, the company recognized other
non-current asset and goodwill impairments in respect of prior acquisitions as
follows:

<TABLE>
<CAPTION>
                                            Other non-
             Acquisition                   current asset     Goodwill
             -----------                   -------------     --------
                                           (U.S. dollars in thousands)
             <S>                           <C>               <C>
             Checkline....................    $1,562         $17,030
             Exceptis.....................        --           7,316
             Globeset.....................        --          12,194
                                              ------         -------
             Total........................    $1,562         $36,540
                                              ======         =======
</TABLE>

   The Company will adopt SFAS No. 142 beginning with the first quarter of
fiscal 2003, and will reclassify non-current assets of US$1.5 million relating
to assembled workforce to goodwill on February 1, 2002. Other remaining
intangible assets (purchased technology, acquired customer base and a
non-compete covenant) associated with the acquisitions, which the company
concluded were not impaired were valued at US$14.1 million at January 31, 2002.
The remaining identifiable intangible assets will be amortized using the
straight-line method over their remaining estimated useful economic lives.

21.  Restructuring Charge

   In the first and fourth quarters of fiscal 2002, the company implemented
restructuring plans primarily aimed at reducing employee headcount and
consolidating facilities and assets. The company recorded restructuring charges
of US$2.5 million in the first quarter and US$1.6 million in the fourth
quarter, respectively in relation to these restructurings. The costs associated
with the restructuring plans consist of US$3.0 million for employee
terminations and US$1.1 million to consolidate facilities and operations. The
restructuring plans to reduce excess employee headcount and close excess
facilities was due primarily to the overlap of positions and facilities as a
result of Trintech's acquisitions in fiscal 2001. In connection with these
activities, the Company reduced its workforce by approximately 115 employees
and closed facilities in San Mateo, California; Austin, Texas; and

                                     F-32

<PAGE>

                              TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Miami, Florida. As of January 31, 2002, accrued restructuring charges related
primarily to future lease commitments of US$521,000, which will be paid through
fiscal 2005, and some severance and benefit costs of US$441,000, which will be
paid in fiscal 2003. The Company continues to search for subtenants for these
excess facilities, but given the short duration of the remaining lease terms
and the current market for commercial real estate, is unlikely to find
subtenants at reasonable rates.

   In the third quarter of fiscal 2002, the company recorded a US$1.25 million
restructuring charge related to the restructuring of the UK business. The
charge is primarily a write down of receivables.

   The following table summarizes Trintech's restructuring activity for the
twelve months ended January 31, 2002:

<TABLE>
<CAPTION>
                                            Year ended January 31, 2002
                                 ------------------------------------------------
                                   Employee    Consolidation of Write-off
                                 Severance and  Facilities and     of
                                   Benefits       Operations     Assets    Total
                                 ------------- ---------------- --------- -------
                                            (U.S. dollars in thousands)
<S>                              <C>           <C>              <C>       <C>
Restructuring provision:........    $ 2,992         $1,078       $ 1,250  $ 5,320
Amounts paid or written-off.....     (2,551)          (557)       (1,250)  (4,358)
                                    -------         ------       -------  -------
Reserve balance January 31, 2002    $   441         $  521       $    --  $   962
                                    =======         ======       =======  =======
</TABLE>

   The company expects to record an additional restructuring charge as
described in the subsequent events footnote.

22.  Subsequent Events (Unaudited)

   On February 27, 2002, the Company announced that it would be taking a
restructuring charge of US$3.5 million in the quarter ending April 30, 2002,
primarily in respect of staff terminations and the closing of excess facilities.

                                     F-33