<PAGE>

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                                 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, 2001

                        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:

<TABLE>
<CAPTION>
                                               Name of Each Exchange on
              Title of Each Class                  Which Registered
              -------------------              ------------------------
       <S>                                <C>
                Ordinary Shares                 Nasdaq National Market
                                                Neuer Markt (Germany)
</TABLE>

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, 2001 covered
by the annual report was 30,030,725 ordinary shares, $0.0027 par value,
represented by 60,061,450 equivalent American Depositary Shares after taking
into account a two-for-one ADS stock split effected on March 21, 2000.

   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]


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<PAGE>

                               TABLE OF CONTENTS

                                     PART I

<TABLE>
 <C>      <S>                                                              <C>
 Item 1.  Identity of Directors, Senior Management and Advisers..........    4
 Item 2.  Offer Statistics and Expected Timetable........................    4
 Item 3.  Key Information................................................    5
 Item 4.  Information on the Company.....................................   17
 Item 5.  Operating and Financial Review and Prospects...................   35
 Item 6.  Directors, Senior Management and Employees.....................   47
 Item 7.  Major Shareholders and Related Party Transactions..............   55
 Item 8.  Financial Information..........................................   59
 Item 9.  The Offer and Listing..........................................   60
 Item 10. Additional Information.........................................   63
 Item 11. Quantitative and Qualitative Discussion About Market Risk......   71
 Item 12. Description of Securities other than Equity Securities.........   71

                                    PART II

 Item 13. Defaults, Dividends, Arrearages and Delinquencies..............   72
 Item 14. Material Modifications to the Rights of Security Holders and
          Use of Proceeds................................................   72
 Item 15. [Reserved].....................................................   72
 Item 16. [Reserved].....................................................   72

                                    PART III

 Item 17. Financial Statements...........................................   73
 Item 18. Financial Statements...........................................   73
 Item 19. Exhibits.......................................................   74
</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, 2001, which was US$1.00
equals (Euro)1.11.

   PayLet(TM), S/PAY(TM), Making Payments Pay(TM), Exceptis Technologies(TM),
NetWallet(TM), Trintech(TM) and Trintech the Secure Way to Pay logo are our
trademarks and PayGate(R), PayWare(R), PayPurse(R), Making Payment Systems
Pay(R), WINEFTNT(R), Fastran(R) and the Checkline(R) logo are our registered
trademarks. SAP R/3(R) is a registered trademark of SAP AG. 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 1997" shall refer
to the year ended January 31, 1997, 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 and all references to fiscal "2002" shall refer to the fiscal year ending
January 31, 2002.

                                       2
<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.

                                       3
<PAGE>

                                     PART I

Item 1. Identity of Directors, Senior Management and Advisers

   Not Applicable.

Item 2. Offer Statistics and Expected Timetable

   Not Applicable.

                                       4
<PAGE>

Item 3. Key Information

A. Selected Financial Data

   The following selected consolidated statement of operations data for the
years ended January 31, 1999, 2000 and 2001 and the consolidated balance sheet
data at January 31, 2000 and 2001 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, 1997 and January 31, 1998 and the consolidated balance sheet
data at January 31, 1997, January 31, 1998, and January 31, 1999 are derived
from our audited consolidated financial statements which are not included in
this Form 20-F. This table 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,
                          ----------------------------------------------------------
                             1997        1998        1999        2000        2001
                          ----------  ----------  ----------  ----------  ----------
                           (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...............  $    8,235  $   10,824  $   14,554  $   18,457  $   22,288
  License...............       1,359       4,101       4,477       9,158      20,612
  Service...............       2,496       1,721       2,002       2,629       6,140
                          ----------  ----------  ----------  ----------  ----------
   Total revenue........      12,090      16,646      21,033      30,244      49,040
                          ----------  ----------  ----------  ----------  ----------
Cost of revenue:
  Product...............       6,080       8,352      10,851      12,034      15,110
  License...............         132         334         648       2,981       6,718
  Service...............         857       1,008       2,414       2,242       4,787
                          ----------  ----------  ----------  ----------  ----------
   Total cost of
    revenue.............       7,069       9,694      13,913      17,257      26,615
                          ----------  ----------  ----------  ----------  ----------
  Gross margin..........       5,021       6,952       7,120      12,987      22,425
Operating expenses:
  Research and
   development..........       1,170       1,729       3,676       8,892      19,601
  Sales and marketing...       1,783       2,474       5,921       8,849      16,955
  General and
   administrative.......       1,951       2,530       4,347       7,336      12,485
  Amortization of
   goodwill and
   intangible assets....         --          --          --          --        7,001
  Stock compensation....         --          --          --        2,068       5,279
                          ----------  ----------  ----------  ----------  ----------
   Total operating
    expenses............       4,904       6,733      13,944      27,145      61,321
                          ----------  ----------  ----------  ----------  ----------
Income (loss) from
 operations.............         117         219      (6,824)    (14,158)    (38,896)
Interest income
 (expense), net.........          25          18         272       1,208       6,855
Exchange (loss) gain,
 net....................         (69)        (12)       (321)        842        (149)
                          ----------  ----------  ----------  ----------  ----------
Income (loss) before
 provision for income
 taxes..................          73         225      (6,873)    (12,108)    (32,190)
Provision for income
 tax....................          (3)        (50)         --          (3)       (382)
                          ----------  ----------  ----------  ----------  ----------
Net income (loss).......  $       70  $      175  $   (6,873) $  (12,111) $  (32,572)
                          ==========  ==========  ==========  ==========  ==========
Basic net income (loss)
 per equivalent ADS.....  $     0.00  $     0.01  $    (0.21) $    (0.31) $    (0.59)
                          ==========  ==========  ==========  ==========  ==========
ADSs used in computation
 of basic net income
 (loss) per equivalent
 ADS....................  30,595,930  31,376,670  32,315,662  38,619,928  55,409,410
                          ==========  ==========  ==========  ==========  ==========
Diluted net income
 (loss) per equivalent
 ADS....................  $     0.00  $     0.01  $    (0.21) $    (0.31) $    (0.59)
                          ==========  ==========  ==========  ==========  ==========
ADSs used in computation
 of diluted net income
 (loss) per equivalent
 ADS....................  30,595,930  31,498,322  32,315,662  38,619,928  55,409,410
                          ==========  ==========  ==========  ==========  ==========
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
                                                     January 31,
                                        ---------------------------------------
                                         1997   1998   1999     2000     2001
                                        ------ ------ -------  ------- --------
                                            (in thousands of U.S. dollars)
<S>                                     <C>    <C>    <C>      <C>     <C>
Consolidated Balance Sheet Data:
Cash and cash equivalents.............. $1,899 $  272 $ 1,691  $10,862 $ 14,038
Marketable securities..................    --     --    7,178   48,830   87,388
Working capital........................  1,541  1,449   9,437   57,803   85,783
  Total assets.........................  6,330  7,003  20,261   74,295  236,464
Non-current liabilities................    432    546     935    1,127    3,437
Redeemable preference shares...........    --     --   17,760      --       --
  Total shareholders' equity (net
   capital deficiency).................  1,739  1,642  (4,700)  61,116  187,360
</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>
   1997........................................ $1.6920 $1.5515 $1.6097 $1.5905
   1998........................................  1.6082  1.3655  1.4881  1.3670
   1999 (through December 31, 1998)............  1.5410  1.3515  1.4301  1.4905
</TABLE>

                                       6
<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   Period
   Fiscal Year Ended January 31,              High     Low    Average    End
   -----------------------------            -------- -------- -------- --------
   <S>                                      <C>      <C>      <C>      <C>
   1997.................................... DM1.6485 DM1.4450 DM1.5192 DM1.6362
   1998....................................   1.8810   1.6399   1.7557   1.8315
   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
</TABLE>

<TABLE>
<CAPTION>
   Month                                                            High   Low
   -----                                                           ------ ------
   <S>                                                             <C>    <C>
   2000
     November..................................................... 0.8694 0.8382
     December..................................................... 0.9388 0.8755
   2001
     January...................................................... 0.9535 0.9181
     February..................................................... 0.9395 0.9057
     March........................................................ 0.9340 0.8807
     April........................................................ 0.9032 0.8814
</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.

                                       7
<PAGE>

We recently 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 two years. As a result,
we have a very 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 two 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.

   Recently, 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.

                                       8
<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 at early
stages of development and are rapidly evolving. Our ability to design, develop,
introduce and support new e-payment software products and enhancements to
existing products on a 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 just begun to
market and sell this m-commerce 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 m-commerce
and wireless e-commerce products will gain market acceptance. We do not
currently expect to recognize significant revenue from m-commerce products
until at least late fiscal 2002. 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, PDA's, 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 m-commerce 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 2002. We have
historically marketed our electronic PoS system products solely in Europe, and
particularly in Germany. For fiscal 2001, our customers in Germany accounted
for over 93% 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.

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

                                       9
<PAGE>

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.

We have incurred losses and expect continued losses.

   We incurred a net loss of $32.6 million for the year ended January 31, 2001,
and we have incurred net losses in our last twelve quarters. As of January 31,
2001, we had an accumulated deficit of $54.2 million. In fiscal 2001 we
substantially increased our operating expenditures to build our presence in the
e-commerce software business and to acquire certain businesses to complement
our product offering. This has 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. We
intend to continue to grow our operating expenditures and, consequently, we
expect to continue to report losses from operations for at least the next three
quarters.

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

   Due to our multinational operations, our business is subject to fluctuations
based upon changes in the exchange rates between the currencies in which we
collect revenues or pay expenses and the Irish pound and the euro. In
particular the values of the U.S. dollar and U.K. pound sterling impact 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, 2001, margins on electronic PoS systems were
negatively impacted.

   In addition, our consolidated financial statements are prepared in Irish
pounds 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 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 fluctuations in operating results
and cash flows and we expect that these fluctuations will continue 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.


                                       10
<PAGE>

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

  .  the size and timing of orders and overall demand for our products

  .  currency fluctuations

  .  product mix

  .  the rate of acceptance of new products

  .  purchasing and payment patterns of our customers

  .  actions taken by our competitors or potential competitors, including
     product introductions and enhancements

  .  our pricing policies and those of our competitors

  .  integration of our recent acquisitions and any future acquisitions

  .  ability to control costs

  .  deferral of customer orders

  .  customer buying cycles and changes in these buying cycles

  .  general economic factors, including economic slowdown or recession

   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, 2001 was attributable to our three largest customers in that
period. 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 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 could cause existing customers to switch to competitors and
could materially adversely affect our ability to add new customers.


                                       11
<PAGE>

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

   During fiscal 2001, we evaluated opportunities to acquire additional product
offerings, complementary technologies and businesses and made four such
acquisitions. Any of the recent acquisitions we have made could result in
difficulties assimilating acquired products, technologies and businesses,
amortization of goodwill and acquired intangible assets and diversion of our
management's attention. As a result of our recent acquisitions our operating
expenses have increased. 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 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 2002 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 and amortization expenses related to goodwill and other
intangible assets 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. 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 2% of our total revenue
in fiscal 2001. We recently 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 intensely
competitive, and we expect competition to continue to increase. Our competitors
include Verifone, a subsidiary of Hewlett-Packard, Ingenico and Giesecke &
Devrient for our electronic PoS system products, and IBM, Verifone and
Transaction System Architects for our e-payment software. In 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

                                       12
<PAGE>

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, including in particular John McGuire, Cyril McGuire,
George Burne, Kevin Shea, Paul Byrne and John Harte. The loss of one or more of
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 Keltek and Fujitsu.
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 Keltek or Fujitsu 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. This expense has not in the past had a
material adverse effect on our results of operations. However, any repetition
of these or similar problems could have a material adverse effect on our
reputation, business and results of operations.

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

                                       13
<PAGE>

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.

   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.

                                       14
<PAGE>

Rapid growth could strain our personnel and systems.

   We have recently 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 and expect to continue hiring during fiscal 2002. Our inability to train
and integrate our new 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 potential 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,
if not control, 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 generate a significant portion of our taxable income
in the Republic of Ireland. 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 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

                                       15
<PAGE>

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.

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

                                       16
<PAGE>

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. For a discussion of legal proceedings,
please see Item 8 "Financial Information."

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.

Our California operations could be adversely affected by a statewide
electricity shortage.

   We maintain an office in San Mateo, California. In fiscal 2001, California
has experienced electricity shortages which have resulted in the ordering of
rolling blackouts by state power authorities. During some of these rolling
blackouts our San Mateo office has been without electricity. Further rolling
blackouts are expected during fiscal 2002 and such blackouts could severely
interrupt the operations of our San Mateo office and have a material adverse
effect on our business and operations. In addition, in connection with the
shortage of available power, prices for electricity have risen dramatically,
and are likely to continue to increase in the foreseeable future. Such price
changes will increase our operating costs, which could adversely impact our
profitability.

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. 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.

   The principal place of business in the United States of our wholly-owned
subsidiary, Trintech Inc., is 2755 Campus Drive, Suite 220, San Mateo, CA
94403.

 Important Events and Recent Acquisitions

   On August 25, 2000, we acquired the outstanding shares of Checkline plc, a
privately held company in the United Kingdom, for total consideration of $39.3
million. The total consideration comprises the issuance of

                                       17
<PAGE>

1.2 million ADSs with a value of $29.0 million at the time of the acquisition,
$10.0 million in cash and related costs. A further $5.0 million may become
payable in cash if performance targets are achieved over the next two years.
The achievement of these targets 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. It combines expertise in software, communications, and systems
integration to provide a comprehensive range of secure payment solutions for
transaction processing, integrated merchant transaction management and
e-commerce. 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.

   On November 15, 2000, we acquired substantially all of the assets of Sursoft
S.A., a privately held Latin America card and merchant management software
company for total consideration of $11.0 million. The total purchase costs
comprise $4.7 million in cash, deferred consideration of $6.0 million payable
in cash, and transaction costs of $0.3 million. In addition, we will be
required to pay an additional amount 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, if
this amount cumulatively exceeds $2.2 million. Separately, the vendors of the
Sursoft assets purchased 199,004 ADSs for a total cash consideration of $2.0
million. The vendors of the Sursoft assets have additionally agreed to purchase
a further number of ADSs for a total cash consideration of $1.5 million on or
around the first anniversary of the closing date of the acquisition. Sursoft
specializes 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.

   On November 20, 2000, we acquired Exceptis Technologies Limited, a privately
held company in Ireland, for total consideration of $16.5 million. The total
purchase costs comprise the issuance of 1.73 million ADSs with a value of $15.6
million at the time of the acquisition, 43,326 replacement options over our
ordinary shares with a fair value of $433,000, liabilities assumed of $1.5
million and related acquisition costs of $0.5 million. Total unearned
compensation cost for outstanding unvested options held by Exceptis employees
and exchanged for options granted by us has been calculated as the portion of
the intrinsic value that the future vesting period bears to the total vesting
period as of the acquisition date. The amount of unearned compensation cost,
$281,000, has been deducted from the fair value of the total purchase price. If
certain performance criteria are met in the two year period following the
acquisition additional consideration is payable by the issuance of additional
ADSs. The maximum number of ADSs issuable is 892,857 and if the ADS price at
the date of issuance is greater than $14.00 per ADS, the maximum additional
consideration payable will be $12.5 million. 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.

   On December 29, 2000, we acquired the primary assets of Globeset, Inc. a
privately held company in the U.S., for a total consideration initially
estimated at $31.0 million, subject to final adjustment based on the total
amount of liabilities assumed. The final consideration totalled $33.9 million.
The consideration comprises $15.6 million in cash, net of cash acquired, the
assumption of liabilities of $17.7 million and related acquisition costs of
$0.6 million. Separately, the vendors of the Globeset assets purchased 902,934
ADSs for a total cash consideration of $10.0 million. Globeset is a supplier of
secure ePayment 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.

                                       18
<PAGE>

   During fiscal 1999, 2000 and 2001, we invested $1,636,000, $1,904,000, and
$3,744,000, 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.

C. Business Overview

   We are a leading provider of secure e-payment infrastructure solutions for
payment card transactions. We develop, market and sell a comprehensive suite of
software and electronic PoS systems that enable card-based electronic payments
in the physical world and over the Internet. 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 Internet service providers in major markets
including Germany, the United States, Scandinavia, the United Kingdom 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 enables 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 began to encourage widespread use of credit
cards by consumers. Use of these cards has increased significantly in
traditional commerce channels, first at the countertop in a merchant's store,
and later through mail order and telephone order. More recently, the
introduction of new payment card alternatives, such as chip-based smart cards,
stored value cards, purchase cards and debit cards, has further fueled the use
of payment cards and the growth of the e-payment industry. According to The
Nilson Report, the volume of payment card transactions at the physical merchant
location in the United States alone is expected to increase from $16 billion in
1997 to $39 billion in 2005. The growth of payment card transactions, in
conjunction with increased payment card fraud, has driven the need for more
comprehensive, secure and effective hardware and software payment products to
process these transactions. In particular, financial institutions and merchants
have broadly adopted electronic PoS systems and secure software solutions to
mitigate fraud and to improve the efficiency of payment card transaction
processing.

   With the emergence of e-commerce, the Internet has developed as a new and
significant sales channel for goods and services. Payment cards have emerged as
the predominant means of making purchases over the Internet, further driving
the demand for comprehensive and effective solutions for secure e-payment
transactions. According to International Data Corporation, the number of people
with access to the world wide web will rise from 159 million in 1998 to
approximately 510 million in 2003. The growing base of users, combined with the
convenience of the Internet as a medium for commerce, helps drive the growth of
e-commerce. International Data Corporation estimates that global business-to-
consumer e-commerce revenue will grow from $15 billion in 1998 to $117 billion
in 2002. International Data Corporation additionally estimates that the number
of on-line shoppers will increase from 30.8 million in 1998 to 133.9 million in
2002. Merchants are increasingly seeking to participate in e-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. 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.

 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

                                       19
<PAGE>

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.

   Through the use of payment cards, cardholders traditionally have had the
flexibility to purchase goods and services either in person at a merchant's
physical store or conveniently in their own homes or offices through telephone
or mail order. These traditional distribution channels have been broadened by
the emergence of the Internet as a medium for commerce. 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.

   To initiate a typical payment card transaction, the merchant receives the
cardholder's payment card information through a variety of means, including
physical presentation of the actual card, mail order, telephone order or over
the Internet. The e-payment system at the merchant location captures the card
and transaction information and forwards this information to the merchant's
bank or a third-party financial transaction processor. Through its payment
software system, the merchant's bank or processor requests authorization from
the cardholder's bank. The cardholder's bank receives the information, confirms
that the cardholder has sufficient funds or credit available and approves or
declines the transaction. If the transaction is approved, the cardholder's bank
charges the cardholder's account while the merchant's bank or processor
transfers funds to the merchant's account.

 E-Commerce Transactions

   In an Internet transaction, the payment card information must first be
entered by the cardholder 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
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 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 conducted by VISA International, several member banks in its
European region were experiencing repudiation and discovered fraud rates as
high as 50%

                                       20
<PAGE>

for Internet transactions, while transactions originating on the Internet
represent only 1% to 2% of total transaction volumes. In addition, according to
Jupiter Communications, Internet merchants report a repudiation level ranging
from 25% to 30% of their total revenue. 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

  .  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. We believe that the lack of unique
digital certificates has resulted in a high level of repudiated e-payment
transactions.

   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 developed the SET standard. SET is a
comprehensive security standard which is specifically designed for payment card
transactions over the Internet. In contrast to SSL, the SET standard increases
the security of e-payment transactions by:

  .  keeping the payment card number encrypted while it is handled by the
     merchant by employing multiple levels of encryption between the
     cardholder, the merchant and the bank or financial transaction processor

  .  providing unique digital certificates to all parties to an e-payment
     transaction, thus authenticating all parties and reducing repudiation

  .  providing stronger encryption, further enhancing the security of the
     transaction

   Using SET, a cardholder's payment card number, unique digital certificate
and other payment information is encrypted and transferred to the merchant.
Because this information is bundled in separate packets, the merchant can only
decrypt the information necessary to process the transaction and cannot decrypt
the cardholder's payment card number. Instead, the encrypted payment card
number is forwarded to the merchant's bank. The merchant's bank decrypts the
payment card number and, together with the transaction information, requests an
authorization from the cardholder's bank. In addition, the merchant's bank
authenticates the digital certificates of both the cardholder and the merchant,
verifies their identities and confirms that the goods the cardholder has
ordered match those that the merchant plans to deliver. Based on the outcome of
these authorizations and authentications, the transaction is approved and
settled.

                                       21
<PAGE>

   To encourage use of the SET standard, VISA and MasterCard announced in July
1998 the adoption of the following incentives:

  .  network transaction fees would not be imposed on the cardholders' or
     merchants' banks for SET transactions

  .  SET transactions would qualify for the lowest offered interchange rates;
     in contrast, SSL transactions are charged at a rate equivalent to mail
     order and telephone transactions--typically twice that of transactions
     in the physical world

  .  merchants would be relieved of liability if cardholders repudiate
     purchases for which they are being billed

   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 standard has not yet been broadly
adopted, nor is this 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 card
transactions. We develop, market and sell a comprehensive suite of software
and electronic PoS systems that enable card-based electronic payments in the
physical world and over the Internet.

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

   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 solution for our
customers.

   Comprehensive Functionality. Our software products 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.

   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 client/server platforms. Our
approach is to develop once only solutions to run on multiple platforms. This
approach facilitates integration with existing

                                      22
<PAGE>

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, Verifone, Microsoft, SAP and Intershop.

   Expertise in Secure E-Payment Industry. Since our inception, we have focused
on developing secure e-payment solutions for payment card transactions. We
believe our 14 years of experience in this industry has enabled us to develop
sophisticated e-commerce solutions for payment card transactions 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.

 Trintech's Growth Strategy

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

   Leverage Technology Expertise. Using our 14 years experience in developing
secure e-payment solutions, we have leveraged our technology expertise to
develop advanced solutions for this market. For example, our merchant software
product runs on multiple platforms, including personal computers located in
merchant call centers, third-party PoS systems, such as electronic cash
registers, and our own electronic PoS system products. In addition, we continue
to develop innovative electronic PoS system products. We intend to continue to
invest significant resources to further develop our product suite.

   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. For example,
in February 2000, we jointly announced with Motorola the availability of e-
payment software applications for mobile commerce transactions using mobile
phones.

   Continue to Build Strategic Relationships with Key Industry Leaders. We have
strategic relationships with VISA, MasterCard, Compaq, SAP America, Intershop
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 have relied primarily on our
direct sales force to market our products to banks and financial transaction
processors, card associations, card companies and other major U.S. and
international financial institutions. With the expansion of our e-commerce
product line, we are increasingly targeting large merchants, Internet service
providers and commerce service providers. To reach organizations that cannot
otherwise be effectively targeted by our direct sales force and to increase
worldwide market penetration, we have begun to use indirect sales channels,
including resellers providing additional services, systems integrators and
consultants and we have acquired companies which have broadened our presence in
key markets.

   Target Fast-Growing Markets. We believe that fast-growing markets can
provide significant marketing opportunities for e-payment applications. We have
recently begun to target Internet service providers, commerce service
providers, and telecommunications companies, including service and equipment
providers. Our goal is to begin to target cable-based providers of high-speed
Internet access to homes and businesses, and financial services companies
within the next 6 months.

   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, advertise and build our brand equity and visibility
through excellent service and a variety of marketing and promotional campaigns.
We plan to continue to invest significant resources 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.

                                       23
<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 preventive 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, product functionality
and the end-users of our products:

<TABLE>
<CAPTION>
                  Product
  Product Line    Functionality     End-user          End-user Profile  End-user Need
  ------------    -------------     --------          ----------------  -------------
<S>               <C>               <C>               <C>               <C>
    eAcquirer     Captures,         Banks, financial  Any business      Pay merchants
      eCMS        authorizes,       transaction       that processes    and bill
     eIssuer      settles and       processors,       and settles       cardholders
     Resolve      bills payment     Internet or       payment card      while minimizing
                  card              commerce service  based             fraud and
                  transactions and  providers         transactions or   transaction
                  issues on-line                      issues on- line   costs, and
                  payment cards.                      payment cards     managing
                  Automates                                             disputed
                  management of                                         transactions in
                  dispute                                               the physical
                  resolution                                            world and over
                  process                                               the Internet

     Compact      Enables           Merchants         Any business      Receive payment
    eMerchant     merchants to                        selling goods or  for goods or
     RecoNET      capture payment                     services that     services in a
                  card and                            accepts payment   secure,
                  transaction                         cards             guaranteed form
                  information from                                      with minimal
                  cardholders, and                                      fraud and
                  send this                                             reconcile
                  information to                                        payment flows
                  the merchant's                                        over multiple
                  bank for payment                                      channels,
                  processing.                                           including
                  Provides funds                                        physical retail
                  management and                                        outlets and over
                  reconciliation                                        the Internet
                  capabilities

     EzCard       Enables           Cardholders       On-line           Pay for goods or
    NetWallet     cardholders to                      purchasers        services with
                  securely pass                                         payment cards in
                  details of their                                      a secure manner
                  payment cards to                                      over the
                  merchants over                                        Internet
                  the Internet
</TABLE>

 Bank and Financial Transaction Processor Products

   PayWare eAcquirer, PayWare eCMS, PayWare eIssuer and PayWare Resolve are an
e-payment transaction software product suite primarily used by banks and
financial transaction processors. This product suite supports the payment card
transaction processing needs for 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 transaction processors and banks 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. These products are designed to interface with
third-party products, including many banks' mainframe systems. The following
are the principal products sold by us to banks and financial transaction
processors:

  .  PayWare eAcquirer provides e-payment processing capabilities. PayWare
     eAcquirer consists of a series of payment modules that can be purchased
     individually or as part of an integrated suite. It provides banks and
     financial transaction processors with the functionality required to
     capture, authorize, settle and bill payment card transactions. PayWare
     eAcquirer was first released in May 1995. Core capabilities include:

                                       24
<PAGE>

    -- transaction authorization functionality using a choice of protocols,
       including certified interfaces to the VISA, MasterCard and EuroPay
       networks, as well as a majority of the proprietary bank networks

    -- data capture functionality using a choice of protocols, including
       enhanced data formats for applications such as fuel and fleet card,
       corporate and purchase card item detail, and loyalty schemes

    -- automatic detection of the SSL and SET standards

    -- smart card PoS device management, allowing the downloading of funds,
       personal identification number verification and data capture for
       off-line electronic purse transactions

    -- remote deployment, update and configuration of merchant applications

  .  PayWare eCMS provides card issuers with solutions to enable them to
     issue physical payment cards and manage card programs. It also provides
     financial transactions processors with a solution for the operation and
     management of credit and debit card transaction networks. This product
     line was acquired on the purchase of the assets of Sursoft S.A. in
     November 2000. PayWare eCMS provides the following functionality:

    -- management of physical card issuance programs, including credit,
       debit and loyalty cards

    -- accounting for and management of cardholder transactions including
       billing and settlement, multi-currency processing and functionality
       environment

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

  .  PayWare eIssuer is designed to support the needs of payment card issuers
     by enabling the distribution and management of electronic payment cards
     and wallets. PayWare eIssuer was first released in April 1999. PayWare
     eIssuer provides the following functionality:

    -- deployment in a variety of configurations, with the majority of the
       functionality residing on a bank's, card issuer's or financial
       transaction processor's server or in a distributed manner with
       functionality residing on a client's personal computer, mobile
       device, such as a cell phone, or smart card

    -- 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

    -- interaction with existing bank certificate authorities to pre-
       generate authentication certificates while simultaneously supporting
       SSL and SET payment options

  .  PayWare Resolve provides a framework for the management of transaction
     disputes originated by any party to a payment card transaction. This
     product line was acquired on the purchase of Exceptis Technologies
     Limited in November 2000. PayWare Resolve provides the following
     functionality:

    -- reduction of disputed transaction processing costs through use of
       artificial intelligence and workflow techniques

    -- fraud and credit risk management tools allowing card issuers to
       manage risk and exposure to fraudulent transactions

    -- reduced cost of compliance with payment card association rules
       through an automated approach to chargeback compliance management

   Sales prices for each product listed above ranges from $50,000 to $500,000,
depending on the product licensed, the number of modules and the number of
transactions that can be processed.

                                       25
<PAGE>

 Merchant Products

 Merchant PayWare Product Suite

   Our PayWare suite for the merchant market consists of a suite of payment
modules that can be purchased individually or as part of an integrated suite
and can be integrated with third party products. It offers a range of modules
designed to meet merchant requirements for e-commerce over the Internet or in a
variety of retail environments in the physical world, including large
department stores, grocery chains, call centers, mail order and telephone
order. Our Merchant PayWare products run on multiple computing platforms,
including the following: computers running on Windows and UNIX operating
systems located in merchant businesses and call centers; third-party PoS
systems, such as electronic cash registers; and our own electronic PoS system
products. For e-commerce transactions over the Internet, Merchant PayWare
products process secure e-payment transactions using SSL or SET standards or a
combination of both. With the acquisition of Checkline plc in August 2000, we
launched PayWare PrePay which is a range of products that facilitate electronic
mobile phone top-ups. This represents our first product designed specifically
for the telecommunications merchant market.

   Our Payware suite of products for the merchant market includes:

  .  PayWare eMerchant is our primary e-commerce solution for Internet
     merchants. It supports SSL and SET payment options. It is designed to
     interoperate with commerce servers from Microsoft, Intershop and other
     third-parties. We released PayWare eMerchant in December 1998.

  .  PayWare eHost is an e-commerce solution for Internet service providers,
     commerce service providers and portals that provide hosting services for
     Internet merchants. PayWare eHost is designed to enable these providers
     to manage e-payment transactions for multiple merchants and to provide
     browser-based, remote administration facilities for hosted merchants. We
     released PayWare eHost in May 1999.

  .  PayWare SmartCard supports a variety of smart card-based payment options
     for merchants. These payment options include small-value purchases over
     the Internet and digital certificate-based identification and
     authentication. We released PayWare SmartCard in June 1998.

  .  PayWare PurchaseCard is our business-to-business e-payment solution.
     PayWare PurchaseCard allows businesses to define and implement corporate
     purchase card policies and guidelines. This can significantly reduce the
     administration cost of low-value procurement transactions. We released
     PayWare PurchaseCard in April 1999.

  .  PayWare ERP seamlessly integrates our e-payment merchant functionality
     into the SAP R/3 system for physical world and e-commerce payment card
     transactions. We released PayWare ERP in September 1998.

  .  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.

  .  PayWare PrePay is our e-payment solution for electronic top-up for
     prepaid mobile phones. 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.

  .  PayWare ReconNET is a business-to-business enterprise reconciliation,
     research and cash management platform that streamlines the
     reconciliation of deposits, card payment transactions and disbursements.
     This product was acquired on the acquisition of substantially all of the
     assets of GlobeSet, Inc. in December 2000.

   Sales prices for merchant PayWare products range from $500 to $250,000,
depending on the product licensed, the number of modules purchased and the
number of transactions that can be processed.

                                       26
<PAGE>

 Electronic PoS systems

   Our electronic PoS system product line, Compact, contains the features and
functions required by merchants to manage card-based e-payments in the physical
world. The Compact product line is comprised of point of sale devices, high-
security personal identification number pads, and a software development
toolkit 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.

  .  Compact 9000i is a range of card acceptance PoS devices for merchants to
     process payment card transactions, including smart card transactions, in
     large department stores, grocery chains, restaurants, hotels and service
     businesses. These countertop devices deliver e-payment transactions in a
     secure electronic format to the payment networks for authorization and
     data capture for onward settlement. The software configurations of these
     products are modular and can be varied to meet the needs of a wide range
     of merchants. We recently introduced the eVia 2000 which provides secure
     payment mobility for merchants through the use of wireless standards,
     including DECT and GSM, and IP-Protocols. We released our first
     electronic PoS device in October 1989.

  .  Compact 950-PP is a high security 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. The Compact 950-PP contains alarm
     security electronics to prevent unauthorized access to customer card and
     personal identification number data. It is also used for viewing and
     deducting value from smart cards. Secure payment applications and
     payment encryption keys can be securely and remotely downloaded to the
     device. This product supports DES, Triple DES and RSA public key
     encryption standards. We released the Compact 950-PP in February 1997.

  .  Compact 9000i SDK is a software development toolkit that allows our
     distributors and partners in local markets to develop and test diverse
     software modules for custom-tailored payment card applications. The SDK
     includes a license for foundation software libraries, development and
     test tools, as well as documentation. We released the Compact 9000i SDK
     in March 1999.

   Compact PoS devices and pin pads range from $325 each to $750 each,
depending on the functionality and the software modules included. Licenses of
the software development toolkit commence at approximately $50,000.

 Cardholder Products: EzCard and NetWallet

   EzCard is an e-payment transaction software product primarily used by on-
line cardholders. It provides secure storage and transfer of payment data to
the merchant. It also manages card accounts, digital certificates, delivery
address information and purchase history details. EzCard complies with the new
electronic commerce modeling language standard, developed by companies
including Visa, MasterCard, Trintech, Microsoft and America-On-Line, and,
supports both SSL and SET payment options. This product automatically completes
the merchants' purchasing data web page for merchants that comply with this new
standard. EzCard also allows payment card issuers to perform risk management by
monitoring on-line purchases and managing fraudulent card activity. In
addition, payment card issuers can advertise and market directly to EzCard
holders through PayGate NetIssuer, which manages messages to and from the
EzCard. Payment card issuers can also create on-line branding through
customizing EzCards for their customers. To promote the use of payment cards
for e-commerce, we have in the past and intend to continue to distribute EzCard
bundled with PayWare eIssuer. We released EzCard in July 1999.

   NetWallet is the precursor to our EzCard product. We released NetWallet in
October 1998 to promote the use of payment cards for e-commerce. Historically,
we have distributed NetWallet on a stand-alone basis at a minimal charge or
bundled with PayWare eIssuer.

                                       27
<PAGE>

 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. Our recently released e-payment
software products are browser based to take advantage of client operating
system portability.

   Our software is developed using C, C++, Java 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. This team includes nine professionals with doctorate
     degrees in mathematics, physics or related fields. 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.

  .  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. They are also designed to integrate easily with enterprise
     resource planning software systems, such as the SAP R/3 system.

                                      28
<PAGE>

 Customers

   We now have a customer base of over 2,000 banks, financial transaction
processors, card associations, card companies, Internet service providers,
merchants and technology companies. As of January 31, 2001, we had shipped over
110,000 electronic PoS systems and over 5,000 licenses of secure e-payment
software. A representative sample of our customers is as follows:

<TABLE>
<CAPTION>
   Banks, Card Associations and
   Card Companies                   Financial Transaction Processors
   ----------------------------     --------------------------------
   <S>                              <C>
      Bank of Ireland               Allcash
      Boland Bank                   B+S Card Services
      S-E Banken                    EasyCash
      MasterCard                    Technicard
      VISA International            Lufthansa Air Plus Card Services
      Banca Nazionale de Lavoro     Post Girot
      VISA USA                      Which/Tyco International

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

 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 48% of our total revenue
in fiscal 2001. Our sales strategy is to use our direct sales force in
conjunction with indirect distribution channels, such as regional distributors
and co-marketing relationships with established leaders in the e-payment
industry. In Europe, we plan to continue to market our electronic PoS systems
and e-payment software through our direct sales force and strategic
partnerships. Consistent with our historical strategy, we plan to continue to
focus our electronic PoS systems marketing in Europe, primarily in Germany. In
North and South America, we intend to continue to use a direct sales approach
together with alliances and partnerships to develop this market for our
Internet software products. In the Asia-Pacific region, we plan to rely on a
direct sales force and on independent distributors to market our Internet
software products.

 Direct Sales Channel

   We have direct sales offices in Dublin, Ireland; Frankfurt, Germany; London,
England; Montevideo, Uruguay; San Mateo, California; Dallas, Texas and Miami,
Florida. 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 accompanied by pre-sales technical
support staff who are key to closing sales contracts and winning customer
confidence.

   Our direct sales accounted for approximately 98% of our total revenues in
fiscal 2001. At January 31, 2001, we employed 50 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 and
large merchants. Our direct sales group has also begun to target
telecommunications operators as potential customers of our Internet software
products.

                                       29
<PAGE>

 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 and e-commerce becomes more widely adopted. 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 Prism in South Africa and Scopus Tecnologia in Brazil 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, including through on-line
     Internet sales or branding opportunities with banks and other financial
     institutions.

 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, 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 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 NetWallet 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 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. In addition, we and RSA
have entered into a joint marketing agreement to publicize the relationship and
encourage the sales of our products that incorporate RSA's cryptographic
technology. RSA also provides us with sales leads and a link on their web site.

                                       30
<PAGE>

   Compaq. We are collaborating with Compaq to develop and provide Compaq and
its customers a secure e-payment software module that integrates with Compaq's
ActiveAnswers Internet solution, a product targeted to e-commerce needs. This
module is being designed to include the functionality of our PayWare software.
Upon completion, our module will offer Compaq's customers with highly reliable,
secure Internet e-payment functionality running on Compaq ProLiant and
AlphaServer platforms.

   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.

   Intershop. We work with Intershop to integrate our PayWare Net e-payment
product with Intershop's merchant server solutions to jointly provide complete
payment and hosting solutions to on-line merchants offering goods and services
on the Internet using SSL or SET security standards. Our enhanced version of
PayWare Net supports multiple currencies and payment types, complementing
Intershop's technology.

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, such as the development of certain modules of PayWare
SmartCard for VISA International. 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. The following lists our research and development centers and
their primary concentration:

  .  Dublin, Ireland: Electronic PoS systems and e-payment software

  .  Princeton, New Jersey: Encryption and authentication

  .  San Mateo, California: E-commerce payment solutions

  .  Dallas, Texas: Reconciliation and cash management tools

  .  Montevideo, Uruguay: Card issuance and management solutions

  .  Frankfurt, Germany: Smart card applications

   As of January 31, 2001 we had a total of 319 employees dedicated to research
and development. Research and development expenses were $3.7 million in fiscal
1999, $8.9 million in fiscal 2000 and $19.6 million in fiscal 2001.

 Manufacturing

   We outsource the fabrication, testing and packaging of our electronic PoS
system products to Keltek and Fujitsu, enabling us to concentrate our resources
on product design and software development. We believe this eliminates the high
cost of owning and operating a manufacturing facility. The manufacturing
facilities for Keltek are located in the United Kingdom and the manufacturing
facilities for Fujitsu are located in Ireland.

   We maintain a five-person quality control team that oversees the manufacture
of the products by Keltek 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

                                       31
<PAGE>

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 card based 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, a subsidiary of Hewlett-Packard, Giesecke
& Devrient, Dassault, Hypercom and Ingenico. 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 for payment card transactions in the
physical world, we principally compete with Verifone and Transaction Systems
Architects. In the e-payment software market for payment card transactions over
the Internet, we principally compete with IBM, Verifone, Brodia and
Transactions Systems Architects. 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. These existing
and potential customers are primarily banks, financial transaction processors
and merchants.

   In each of the electronic PoS systems and e-payment software markets, we
compete primarily on the basis of the following factors:

   .  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 or, in the case of
electronic wallets, at no cost.

   Additionally, 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.

                                       32
<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:

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

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

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

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

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

Secure dispute resolution                  --                  European Union and U.S.
technology incorporated in
PayWare Resolve
</TABLE>

   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:

<TABLE>
<CAPTION>
         Trademark                   Regions Issued                Regions Pending
         ---------                   --------------                ---------------

<S>                           <C>                           <C>
Trintech the Secure Way to                 --                          Ireland
 Pay logo

NetWallet                                  --                       United States

                                 European Union, United                  --
PayWare                                  States

                                 European Union, United                Ireland
PayGate                                  States

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

                                           --                  European Union, United
Exceptis Technologies                                                  States

WINEFTNT                             United Kingdom                      --

Fastran                              United Kingdom                      --

Checkline logo                       United Kingdom                      --
</TABLE>


   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.

                                       33
<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 14 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.

 Governmental Regulation

   We have significant operations and generate a significant proportion of our
taxable income in Ireland. In general, tax rates in Ireland on trading income
are significantly lower than U.S. tax rates. Moreover, our Irish taxable income
derived from software substantially developed in Ireland is taxed at a 10%
effective tax rate. Therefore, our effective tax rate is affected by the
percentage of revenue that qualifies for this favorable tax treatment. We
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
treatment may change in the future. Any variation in the amount of our benefit
from this tax treatment could have a material adverse effect on our business,
financial condition or results of operations.

   For more information regarding the impact of tax regimes on our business,
please see Item 3.D "Key Information--Risk Factors" and Item 10.E "Additional
Information--Taxation."

 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.

   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.


                                       34
<PAGE>

   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 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

D. Description of Property

   Our principal development center and our principal European executive and
administrative offices are located in 22,500 square foot leased office
facilities in Dublin, Ireland. 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. 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
127,000 square feet in Austin, Texas, which we are presently seeking to
sublease.

   We have agreed to enter into a second lease agreement with John and Cyril
McGuire under which we will lease approximately 29,400 square feet of space in
a building located adjacent to our principal European executive and
administrative offices. Following completion of the second lease, the Dublin
office facilities will total approximately 51,900 square feet. Although we are
negotiating the final terms of the lease, to be effective as of March 1, 2001,
we have agreed to a lease term of 25 years, with rent under the lease of
IR(Pounds)674,100 or approximately $748,250 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.

Item 5. Operating 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, our revenue is primarily derived from three
sources:

   Product Revenue. Product revenue, which represented 45% of our total revenue
in fiscal 2001, 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 is recognized at the time the products are shipped.

                                       35
<PAGE>

   License Revenue. Software license revenue, which represented 42% of total
revenue in fiscal 2001, 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.

   Before fiscal 1999, we recognized software license revenue under SOP 91-1.
Under SOP 91-1, the initial license fee, as well as subsequent license fees
arising from upgrades and licenses of additional modules, were generally
recognized at the time of shipment, provided that we had no significant vendor
obligations or collection uncertainties remaining. We also license our software
on a recurring rental basis, and, under SOP 97-2, 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. The adoption of SOP 97-2 did not have a material effect on our
operating results.

   Service Revenue. We derive service revenue, which represented 13% of total
revenue in fiscal 2001, 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.

   With the launch of our first Internet product in fiscal 1997, we shifted our
growth strategy to emphasize e-commerce software products for Internet
applications. In the fiscal year ended January 31, 1999, software license
revenue grew by 9% over the prior year, and accounted for 21% of total revenue
for the year. Software license and related service revenue growth in fiscal
1999 was negatively influenced by several factors, including the overall slower
than anticipated rate of adoption of emerging secure e-payment technologies by
banks and financial transaction processors, particularly SET technology. Our
software license and related service revenue was also negatively impacted by
the re-direction of information technology funds by our customers to address
euro and year-2000 issues, as well as the economic situation in Asia, which we
believe led potential customers to become cautious. 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.

   We have historically sold our products primarily through a direct sales
force in Europe and North and South America, which accounted for 98% of our
total revenue in fiscal 2001. 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 begun to
establish indirect sales channels, such as resellers and systems integrators.
Revenue from products sold through indirect sales channels is recognized net of
commissions and discounts.

                                       36
<PAGE>

   The following table illustrates our revenues for the fiscal years ended
January 31, 1999, 2000 and 2001 by customer location before intercompany
eliminations:

<TABLE>
<CAPTION>
                                                     Year Ended January 31,
                                                   ----------------------------
                                                     1999      2000      2001
                                                   --------  --------  --------
                                                     (in thousands of U.S.
                                                            dollars)
<S>                                                <C>       <C>       <C>
Germany........................................... $ 25,649  $ 31,616  $ 40,817
Europe (excluding Germany)........................   12,245    18,762    33,996
Rest of the world.................................    2,238     6,580    14,518
Eliminations......................................  (19,099)  (26,714)  (40,291)
                                                   --------  --------  --------
  Total........................................... $ 21,033  $ 30,244  $ 49,040
                                                   ========  ========  ========
</TABLE>

   After taking account of intercompany eliminations, Trintech's total revenue
grew 62% to $49.0 million in fiscal 2001 from $30.2 million in fiscal 2000 and
by 44% in fiscal 2000 from $21.0 million in fiscal 1999. Total revenue from
customers located in Germany was $23.8 million in fiscal 2001, $18.0 million in
fiscal 2000 and $14.7 million in fiscal 1999. This represented approximately
48% of total revenue in fiscal 2001, 59% of total revenue in fiscal 2000 and
72% of total revenue in fiscal 1999. Total revenue from customers in the
United States was $8.3 million in fiscal 2001, $3.6 million in fiscal 2000 and
$368,000 in fiscal 1999. This represented approximately 17% of total revenue in
fiscal 2001, 12% of total revenue in fiscal 2000 and 1% of total revenue in
fiscal 1999. Total revenue from customers located in Europe, excluding Germany
and Ireland, was $8.2 million in fiscal 2001, $2.6 million in fiscal 2000 and
$2.1 million in fiscal 1999. This represented approximately 17% of total
revenue in fiscal 2001, 9% of total revenue in fiscal 2000 and 10% of total
revenue in fiscal 1999.

   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 and the amortization of capitalized
software development costs. 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.
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.

   Due to our decision to emphasize e-payment software products for Internet
applications, in each of the last three fiscal years we substantially increased
our operating expenditures to build our presence in this business. This has
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 have expanded our global sales
capabilities. More recently, we also increased our research and development
expenditure to develop software applications for the mobile commerce payment
market including mobile phones, PDAs and other mobile devices. We intend to
continue to grow our operating expenditures and, consequently, we expect to
continue to report losses from operations on a full fiscal year basis through
at least fiscal 2002.

   We operate as a holding company with operating subsidiaries in Ireland,
Germany, the United Kingdom, Uruguay and 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 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 goodwill and stock compensation.

                                       37
<PAGE>

   We have significant operations and generate a significant portion of our
taxable income in the United Kingdom and the Republic of Ireland, and 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 losses of $321,000, and $149,000 in fiscal 1999 and 2001,
respectively. In fiscal 2000, however, we recognized an exchange gain of
$842,000. 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 of $39.3
million. The total consideration comprises the issuance of 1.2 million ADSs
with a value of $29.0 million at the time of the acquisition, $10.0 million in
cash and related costs. A further $5.0 million may become payable in cash if
performance targets are achieved over the next two years. The achievement of
these targets 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. It combines
expertise in software, communications, and systems integration to provide a
comprehensive range of secure payment solutions for transaction processing,
integrated merchant transaction management and e-commerce. 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 $39.3 million, comprising the fair value of the shares
issued, the cash paid and related transaction costs, have 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 $9.0
million, goodwill of $29.8 million and net assets acquired of $0.5 million.
Both non-current assets and goodwill are being amortized on a straight-line
basis over their estimated useful economic lives of three years.

   On November 15, 2000, we acquired substantially all of the assets of Sursoft
S.A., a privately held Latin America card and merchant management software
company for total consideration of $11.0 million. The total purchase costs
comprise $4.7 million in cash, deferred consideration of $6.0 million payable
in cash, and transaction costs of $0.3 million. In addition, we will be
required to pay an additional amount 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, if
this amount cumulatively exceeds $2.2 million. Separately, the vendors of the
Sursoft assets purchased 199,044 ADSs for a total consideration of $2.0
million. The vendors of the Sursoft assets have additionally agreed to purchase
a further number of ADSs for a total cash consideration of $1.5 million on or
around the first anniversary of the closing date of the acquisition. Sursoft
specializes in payment card and merchant management software for credit, debit
or smart cards and has over 10 years of secure payment

                                       38
<PAGE>

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 $11.0 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
$3.1 million, goodwill of $7.9 million and net assets acquired of nil. Both
non-current assets and goodwill are being amortized on a straight-line basis
over their estimated useful economic lives of three years.

   On November 20, 2000, we acquired Exceptis Technologies Limited, a privately
held company in Ireland, for total consideration of $16.5 million. The total
purchase costs comprise the issuance of 1.73 million ADSs with a value of $15.6
million at the time of the acquisition, 42,326 replacement options over our
ordinary shares with a fair value of $433,000, and related acquisition costs of
$0.5 million. Total unearned compensation cost for outstanding unvested options
held by Exceptis employees and exchanged for options granted by us has been
calculated as the portion of the intrinsic value that the future vesting period
bears to the total vesting period as of the acquisition date. The amount of
unearned compensation cost, $281,000, has been deducted from the fair value of
the total purchase price. If certain performance criteria are met in the two
year period following the acquisition, additional consideration is payable by
the issuance of additional ADSs. The maximum number of ADSs issuable is 892,857
and if the ADS price at the date of issuance is greater than $14.00 per ADS,
the maximum additional consideration payable will be $12.5 million. 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 $16.5 million, comprising the
fair value of the shares and replacement options issued 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 $2.0
million, goodwill of $15.7 million and net liabilities assumed of $1.5 million.
Both other non-current assets and goodwill are being amortized on a straight-
line basis over their useful economic lives of three years.

   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 $31.0 million, subject to final adjustment based on the total amount of
liabilities assumed. The final consideration totalled $33.9 million. The
consideration comprises $15.6 million in cash, net of cash acquired, the
assumption of liabilities of $17.7 million, and related acquisition costs of
$0.6 million. Separately, the vendors of the Globeset assets purchased 902,934
ADSs for a total cash consideration of $10.0 million. Globeset is a supplier of
secure ePayment 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 $33.9 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 $10.3 million, and goodwill of $28.6 million less deferred income of
$5.0 million. Both non-current assets and goodwill are being amortized on a
straight-line basis over their useful economic lives of three years.

                                       39
<PAGE>

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,
                                                              ------------------
                                                              1999   2000   2001
                                                              ----   ----   ----
<S>                                                           <C>    <C>    <C>
Revenue:
  Product....................................................  69%    61%    45%
  License....................................................  21     30     42
  Service....................................................  10      9     13
                                                              ---    ---    ---
    Total revenue............................................ 100    100    100
Cost of revenue:
  Product....................................................  52     40     31
  License....................................................   3     10     13
  Service....................................................  11      7     10
                                                              ---    ---    ---
    Total cost of revenue....................................  66     57     54
                                                              ---    ---    ---
  Gross margin...............................................  34     43     46
Operating expenses:
  Research and development...................................  17     29     40
  Sales and marketing........................................  28     29     35
  General and administrative.................................  21     24     25
  Amortization of goodwill and purchased intangible assets...  --     --     14
  Stock compensation.........................................  --      7     11
                                                              ---    ---    ---
    Total operating expenses.................................  66     90    125
                                                              ---    ---    ---
Income (loss) from operations................................ (32)   (47)   (79)
Other expenses:
  Interest income (expense), net.............................   1      4     14
  Exchange gain (loss), net..................................  (1)     3     --
                                                              ---    ---    ---
    Income (loss) before provision for income taxes.......... (32)   (40)   (65)
Provision for income taxes...................................  --     --     (1)
                                                              ---    ---    ---
    Net income (loss)........................................ (32)%  (40)%  (66)%
                                                              ===    ===    ===
</TABLE>

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

                                       40
<PAGE>

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 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.

   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

                                       41
<PAGE>

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.

                                       42
<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.

Fiscal Year Ended January 31, 2000 Compared To Fiscal Year Ended January 31,
1999

 Revenue

   Total Revenue. Total revenue increased $9.2 million to $30.2 million in the
fiscal year ended January 31, 2000 from $21.0 million in the fiscal year ended
January 31, 1999, an increase of 44%. The increase was primarily attributable
to increased sales of electronic PoS system products and software license fees.

   We have historically derived a significant portion of our total revenue from
a small number of customers. In the fiscal year ended January 31, 2000, Which,
a subsidiary of Tyco, accounted for 20% of our total revenue and Deutsche
Verkehrs Bank Zentrale accounted for 11% of our total revenue. In the fiscal
year ended January 31, 1999, Which accounted for 33% of our total revenue and
Bank of Ireland accounted for 11% of our total revenue.

   Product. Product revenue increased $3.9 million to $18.5 million in the
fiscal year ended January 31, 2000 from $14.6 million in the fiscal year ended
January 31, 1999, an increase of 27%. Electronic PoS system sales represented
61% of total revenue in the fiscal year ended January 31, 2000 compared to 69%
of total revenue in the fiscal year ended January 31, 1999. The increase in
product revenue in absolute dollars was due primarily to increased volume of
sales, which represented approximately 160% 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 7% per unit in
the fiscal year ended January 31, 2000 compared to the fiscal year ended
January 31, 1999. The increase in product revenue was further offset by the
impact of the declining value of the euro as against the dollar in fiscal 2000,
which reduced product revenue, when converted to and reported in U.S. dollars,
by 9% if calculated using the exchange rate we experienced in fiscal 1999.

   License. Software license revenue increased $4.7 million to $9.2 million in
the fiscal year ended January 31, 2000 from $4.5 million in the fiscal year
ended January 31, 1999, an increase of 105%. Software license revenue
represented 30% of total revenue in the fiscal year ended January 31, 2000
compared to 21% of total revenue in the fiscal year ended January 31, 1999. The
increase in software license revenue was primarily due to increased sales of
our e-payment software products to new customers.

   Service. Service revenue increased $627,000 to $2.6 million in the fiscal
year ended January 31, 2000 from $2.0 million in the fiscal year ended January
31, 1999, an increase of 31%. Service revenue represented 9% of total revenue
in the fiscal year ended January 31, 2000 and 10% of total revenue in the
fiscal year ended January 31, 1999. The increase in service revenue was
primarily due to increased sales of consulting, training and implementation
services associated with increased software license sales.

 Cost of Revenue

   Total Cost of Revenue. Total cost of revenue increased $3.3 million to $17.3
million in the fiscal year ended January 31, 2000 from $13.9 million in the
fiscal year ended January 31, 1999, an increase of 24%.

                                       43
<PAGE>

Gross margin increased to 43% in the fiscal year ended January 31, 2000 from
34% in the fiscal year ended January 31, 1999. 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 $1.2 million to $12.0 million in
the fiscal year ended January 31, 2000 from $10.8 million in the fiscal year
ended January 31, 1999, an increase of 11%. The increase in the cost of product
revenue in absolute dollars primarily resulted from increased volume of sales.
Product revenue costs decreased to 65% of product revenue in the fiscal year
ended January 31, 2000 from 75% of product revenue in the fiscal year ended
January 31, 1999. The decrease as a percentage of product revenue was primarily
due to the introduction of a new version of the Compact 9000i electronic PoS
system in January 1999, which costs less to manufacture than its predecessor.
This decrease as a percentage of product revenue was partially offset by lower
average selling prices in fiscal 2000 for our electronic PoS system products
and by the impact of the declining value of the euro as against the dollar in
fiscal 2000. 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 software license revenue increased $2.3 million to $3.0
million in the fiscal year ended January 31, 2000 from $648,000 in the fiscal
year ended January 31, 1999, an increase of 360%. Software license costs were
33% of license revenue in the fiscal year ended January 31, 2000 compared to
14% in the fiscal year ended January 31, 1999. The increase in absolute dollars
and as a percentage of license revenue resulted from the amortization of our
capitalized software development 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.

   Service. Cost of service revenue decreased $172,000 to $2.2 million in the
fiscal year ended January 31, 2000 from $2.4 million in the fiscal year ended
January 31, 1999, a decrease of 8%. Service costs were 85% of service revenue
in the fiscal year ended January 31, 2000 compared to 121% of service revenue
in the fiscal year ended January 31, 1999. The decrease in the cost of service
revenue in absolute dollars and as a percentage of service revenue primarily
resulted from a lower investment in service infrastructure as compared to
fiscal 1999.

 Operating Expenses

   Research and Development. Research and development expenses increased $5.2
million to $8.9 million in the fiscal year ended January 31, 2000 from $3.7
million in the fiscal year ended January 31, 1999, an increase of 142%.
Research and development expenses were 29% of total revenue in the fiscal year
ended January 31, 2000 compared to 17% of total revenue in the fiscal year
ended January 31, 1999. The increase in absolute dollars and as a percentage of
total revenue was primarily due an increase in number of research and
development employees from 103 at January 31, 1999 to 155 at January 31, 2000.

   Sales and Marketing. Sales and marketing expenses increased $2.9 million to
$8.9 million in the fiscal year ended January 31, 2000 from $5.9 million in the
fiscal year ended January 31, 1999, an increase of 49%. Sales and marketing
expenses were 29% of total revenue in the fiscal year ended January 31, 2000
compared to 28% of total revenue in the fiscal year ended January 31, 1999. 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
and travel costs.

   General and Administrative. General and administrative expenses increased
$3.0 million to $7.3 million in the fiscal year ended January 31, 2000 from
$4.3 million in the fiscal year ended January 31, 1999, a 69% increase. General
and administrative expenses were 24% of total revenue in the fiscal year ended
January 31, 2000 compared to 21% of total revenue in the fiscal year ended
January 31, 1999. The increase in absolute dollars and as a percentage of total
revenue primarily resulted from increases in labor costs of approximately
$682,000 related to hiring additional management and administrative personnel,
facilities costs of

                                       44
<PAGE>

approximately $573,000 due to the leasing of additional office space in Dublin,
Ireland, Frankfurt, Germany and Princeton, New Jersey, telecommunications and
management information systems costs of approximately $365,000, and an increase
in depreciation costs of approximately $351,000.

   Stock Compensation. For fiscal 2000, we recognized in the fourth quarter
$2.1 million 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 are treated as variable options for accounting purposes
under Financial Accounting Standard 123 and Emerging Issues Task Force 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, in the fourth quarter we recognized, and in the future on a
quarterly basis we will recognize, non-cash stock compensation related to the
fair value of the option determined using the Black-Scholes option pricing
model on the last trading day of each quarter, multiplied by the number of
options time-apportioned over their respective vesting periods.

   Interest Income (Expense), Net. Interest income (expense), net consists of
interest income and interest expense. Interest income, net increased $936,000
to $1.2 million of interest income, net in the fiscal year ended January 31,
2000 compared to $272,000 of interest income, net in the fiscal year ended
January 31, 1999. The increase was due to higher cash balances arising from the
sale of approximately 5.9 million ordinary shares in our initial public
offering.

   Provision for Income Taxes. Provision for income taxes was $3,000 in the
fiscal year ended January 31, 2000 compared to no provision for income taxes in
the fiscal year ended January 31, 1999.

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.

   We have an approved credit facility from Bank of Ireland of
IR(Pounds)650,000 or approximately $721,500 as of January 31, 2001. The credit
facility bears interest at the bank's overdraft rate which was 7.74% per year
as of January 31, 2001. The facility does not have a stated expiration date,
but all amounts drawn under it are repayable on demand. As of January 31, 2001,
there was nil outstanding under the credit facility. As of January 31, 2001, we
had working capital of $85.8 million, including cash and cash equivalents
totaling $17.7 million and marketable securities totaling $87.4 million.

   Net cash used in operating activities was approximately $12.6 million, $48.4
million and $59.4 million for fiscal 1999, 2000 and 2001. Net cash used in
operating activities in fiscal 1999 resulted primarily from a loss on
operations of $6.9 million and net purchases of marketable securities of $7.2
million. 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 used in investing activities was approximately $4.1 million for
fiscal 1999, $1.9 million for fiscal 2000 and $44.5 million for fiscal 2001.
Net cash used in fiscal 2000 was primarily related to the purchase of

                                       45
<PAGE>

property and equipment and $2.5 million for the purchase of capitalized
software. 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 provided by financing activities was approximately $18.2 million
for fiscal 1999, $59.2 million for fiscal 2000 and $107.1 million for fiscal
2001. Net cash provided by financing activities in fiscal 1999 primarily
related to the $20.0 million raised in private placements of 482,765 ordinary
shares and 3.0 million redeemable convertible preference shares. 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.

   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 growth in operations, infrastructure and personnel. Under the terms
of our acquisition agreement to acquire Checkline plc, we will be required to
pay up to $5.0 million to the former stockholders of Checkline plc if certain
performance criteria are met. Under the terms of our acquisition agreement with
Sursoft, we are required to pay $6.0 million of deferred purchase consideration
to the former stockholders of Sursoft in November 2001. Additionally, we will
be required to pay an additional amount to the 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 revenue generated by the Sursoft
business, if this amount cumulatively exceeds $2.2 million. 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 credit facility 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, 2001 we announced that we would be taking a restructuring
charge of $2.5 million in the quarter ended April 30, 2001. This charge relates
primarily to involuntary staff terminations 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. The cost lines which will be impacted following the
implementation of these cost reductions will be sales and marketing costs,
research and development costs, and general administrative costs.

C. 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."

D. 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."

                                       46
<PAGE>

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, 2001:

<TABLE>
<CAPTION>
   Name                      Age                     Position
   ----                      --- -------------------------------------------------
   <S>                       <C> <C>
   Executive Directors
     John F. McGuire.......   39 Chief Executive Officer and Director
     Cyril P. McGuire......   41 Executive Chairman and Director(1)
     Kevin C. Shea.........   50 Chief Operating Officer and Director
     R. Paul Byrne.........   36 Chief Financial Officer and Director
     Chris P. Meehan.......   41 Executive Vice President, Operations and Director
   Non-executive Directors
     Edward Jensen.........   63 Director(1)(2)
     Robert M. Wadsworth...   40 Director(1)(2)
     Trevor D. Sullivan....   64 Director(2)
   Other Executive Officers
     George L. Burne.......   38 Vice President, Technology
     John Harte............   56 Executive Vice President, Sales and Marketing
     Donald Marcotte.......   44 Vice President, Sales
</TABLE>
--------
(1) Member of the Compensation Committee
(2) Member of the Audit Committee

   John F. McGuire, one of our co-founders, has served as a director since
1987, the year of our incorporation, and has been our chief executive officer
since 1987. 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 bachelors of engineering in electronics and a diploma of business management
from Trinity College, Dublin. Mr. McGuire is a member of Institute of Engineers
of Ireland. Mr. McGuire currently resides in Dublin, Ireland.

   Cyril P. McGuire, one of our co-founders, has served as a director since
1987 and as our executive chairman since August 1999. 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 bachelors of commerce and
masters 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.

   Kevin C. Shea has served as a director and Chief Operating Officer since
January 2000. Prior to joining us, Mr. Shea was Chief Financial Officer of
National Data Corporation from May 1998 to December 1999. Mr. Shea was
Executive Vice President of corporate strategy and business development from
June 1996 until May 1998 and was General Manager of the Integrated Payment
Systems division of National Data Corporation from 1992 to 1996. Prior to
joining National Data Corporation, he held senior executive positions at
Citicorp and First Interstate Bank Corporation. Mr. Shea received a 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

                                       47
<PAGE>

accounting firm. Mr. Byrne received a bachelors 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.

   Chris P. Meehan has been our executive vice president, operations and a
director since January 1996. Before joining us, Mr. Meehan was group finance
director at Mentec Limited, a computer software company, from February 1983 to
December 1995. From 1979 through 1983, Mr. Meehan was an accountant with KPMG,
a large accounting firm. Mr. Meehan received a bachelors of commerce from
University College Dublin and is a fellow of the Institute of Chartered
Accountants in Ireland. Mr. Meehan currently resides in Dublin, Ireland. Mr.
Meehan has informed us that he will resign as our executive vice president,
operations and as a director to be effective as of May 25, 2001.

   Edward 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.

   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 masters 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 bachelors 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.

   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

                                       48
<PAGE>

software supplier. Mr. Harte holds a bachelors 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 masters 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>
     Edward Jensen..............................................  63 Chairperson
     Magdalena Yesil............................................  42 Member
     Robert Schneider...........................................  52 Member
</TABLE>

   Edward 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.

   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 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.

   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.

   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

                                       49
<PAGE>

(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 11 persons in the year ended January 31,
2001 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.

   The following table sets forth information concerning options granted to our
directors and executive officers as of the fiscal year ended January 31, 2001:

<TABLE>
<CAPTION>
                                               Number of
                                              Options (in  Exercise
                                               equivalent  Price Per  Expiration
Name                                             ADSs)       Share       Date
----                                          ----------- ----------- ----------
<S>                                           <C>         <C>         <C>
Kevin C. Shea................................   840,000   $0.78-$5.78      2006
R. Paul Byrne................................   542,170    1.01-13.50 2004-2007
John Harte...................................   450,000          5.68      2006
Donald Marcotte..............................   308,000    2.65-13.50 2006-2007
Christopher P. Meehan........................   296,256    1.01-21.63 2004-2007
John F. McGuire..............................   200,000          1.10      2004
Cyril P. McGuire.............................   200,000          1.10      2004
George L. Burne..............................   268,502    0.32-50.05 2004-2007
Edward Jensen................................   180,000    5.68-24.56 2006-2007
Trevor Sullivan..............................    20,000          7.50      2007
Robert Wadsworth.............................    20,000          7.50      2006
</TABLE>

                                       50
<PAGE>

   We have entered into indefinite term employment agreements with each of John
McGuire, Cyril McGuire, Christopher Meehan, R. Paul Byrne, John Harte and Kevin
Shea 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. Mr. Meehan has informed us that he will resign
as our executive vice president, operations and as a director to be effective
as of May 25, 2001.

   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
eight 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.

   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
   Name                              Position            Began       of Current Office
   ----                     --------------------------- ------- ---------------------------
   <S>                      <C>                         <C>     <C>
   Chris P. Meehan......... Director                     1996          May 25, 2001
   Trevor D. Sullivan...... Director                     1991   Annual General Meeting 2001
   R. Paul Byrne........... Director                     1997   Annual General Meeting 2001
   Robert M. Wadsworth..... Director                     1998   Annual General Meeting 2002
   Edward Jensen........... Director                     2000   Annual General Meeting 2002
   Kevin C. Shea........... Director                     2000   Annual General Meeting 2003
   Cyril P. McGuire........ Director/Executive Chairman  1987   Annual General Meeting 2003
   John F. McGuire......... Director                     1987   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.

                                       51
<PAGE>

 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.

D. Employees

   We employed the following numbers of employees as of January 31, 1999, 2000
and 2001:

<TABLE>
<CAPTION>
                                                                  As of January
                                                                       31,
                                                                  --------------
   Category                                                       1999 2000 2001
   --------                                                       ---- ---- ----
   <S>                                                            <C>  <C>  <C>
   Research and development...................................... 103  155  319
   Professional and support services.............................  39   35  140
   Sales and marketing...........................................  46   54   84
   Administration................................................  34   42   80
                                                                  ---  ---  ---
     Total....................................................... 222  286  623
                                                                  ===  ===  ===
</TABLE>

   Of our total number of employees, as of January 31, 2001, 248 are located in
Ireland, 119 are located in Europe outside Ireland, 219 are located in North
America and 37 are located in South America. We have acquired several dozen
employees as a result of the acquisitions listed in Item 4 "Information on the
Company."

   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 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

                                       52
<PAGE>

plans is 5,800,000 ordinary shares (11,600,000 equivalent ADSs) to be allocated
among the plans by the board of directors. The 5,800,000 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 5,800,000 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 employees and executive directors as well
as those of our subsidiaries are eligible to receive grants of nonstatutory
options. Employees are also 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 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 or modify the 1997 scheme at any time.

   As of January 31, 2001, 425,928 ordinary shares (851,856 equivalent ADSs)
have been issued upon the exercise of share options granted under the 1997
scheme and 3,875,801 ordinary shares (7,751,602 equivalent ADSs) are subject to
outstanding options. The weighted exercise price for all outstanding options to
purchase equivalent ADSs under the 1997 scheme is $9.74, or approximately
(Euro)10.81 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 non-executive
directors and consultants as well as those of our subsidiaries are eligible to
receive grants of nonstatutory options. The directors and consultants 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 or modify the
directors and consultants scheme at any time.

   As of January 31, 2001, 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 314,792 ordinary shares (629,584 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 $8.47, or approximately (Euro)9.40 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.

                                       53
<PAGE>

   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 are eligible to receive grants of share
options. 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 have assumed options
exercisable for 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. The weighted exercise price
for all outstanding options to purchase equivalent ADSs under the Exceptis
Technologies Limited share option scheme is $3.36, or approximately
(Pounds)3.73 per equivalent ADS.

 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 of our
qualifying Irish employees and is intended to be an approved scheme under
Schedule 12A to the Taxes Consolidation Act 1997 of the Republic of Ireland.
The eligible employees may apply for an option to purchase ordinary shares 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.

   The savings related share option scheme is open to our employees and
executive directors. 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.

   Rights granted under the savings related share option scheme are not
transferable. These rights 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 except that no amendment will be made which would adversely
affect the subsisting rights of participants.

 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.

                                       54
<PAGE>

   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 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, 2001, there were outstanding options to purchase an
aggregate of 4,024,430 ordinary shares (8,048,860 equivalent ADSs) at exercise
prices ranging from $0.72 to $107 per ordinary share and expiration dates
ranging from May 2004 to April 2008 under our employee benefit plans. As of
April 26, 2001, the Company's directors and executive officers held options to
purchase an aggregate of 1,502,891 ordinary shares (3,005,782 equivalent ADSs)
at exercise prices ranging from $1.56 to $100.10 per ordinary share and
expiration dates ranging from May 2004 to October 2007.

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, 2001 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>
   John F. McGuire (2)(3)...................................  9,258,017  15.3%
   Cyril P. McGuire (2)(4)..................................  9,258,017  15.3
   Instove Limited (5)......................................  6,411,216  10.6
   Kevin C. Shea (6)........................................    310,000     *
   R. Paul Byrne (7)........................................    238,670     *
   John Harte (8)...........................................    196,875     *
   Donald Marcotte (9)......................................    125,000     *
   Christopher P. Meehan (10)...............................    561,136     *
   George L. Burne (11).....................................    402,320     *
   Edward Jensen (12).......................................    120,000     *
   Trevor Sullivan (13).....................................      7,840     *
   Robert Wadsworth (14)....................................  1,707,500     *
   Officers and directors as a group (11 persons) (15)...... 28,596,591  46.3
</TABLE>
--------
  *  Represents less than 1% of the equivalent ADSs outstanding.

                                       55
<PAGE>

 (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 and 2001 with the Securities
     and Exchange Commission. The percentage ownership of each director,
     executive officer, and shareholder is based on 60,255,626 equivalent ADSs
     outstanding at April 26, 2001. 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, 2001 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 9,058,017 equivalent ADSs held of record and 200,000 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2001.
 (4) Includes 9,058,017 equivalent ADSs held of record and 200,000 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2001.
 (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 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 250,000 equivalent ADSs
     subject to options that are exercisable currently or within 60 days of
     April 26, 2001.
 (7) Represents 238,670 equivalent ADSs subject to options that are exercisable
     currently or within 60 days of April 26, 2001.
 (8) Represents 196,875 equivalent ADSs subject to options that are exercisable
     currently or within 60 days of April 26, 2001.
 (9) Represents 125,000 equivalent ADSs subject to options that are exercisable
     currently or within 60 days of April 26, 2001.
(10) Includes 521,930 equivalent ADSs held of record and 39,206 equivalent ADSs
     subject to options that are exercisable currently or within 60 days of
     April 26, 2001.
(11) Includes 291,320 equivalent ADSs held of record and 111,000 equivalent
     ADSs subject to options that are exercisable currently or within 60 days
     of April 26, 2001.
(12) Represents 120,000 equivalent ADSs subject to options that are exercisable
     currently or within 60 days of April 26, 2001.
(13) Includes 5,340 equivalent ADSs held of record and 2,500 equivalent ADSs
     subject to options that are exercisable currently or within 60 days of
     April 26, 2001.
(14) Includes 1,700,000 equivalent ADSs held of record by HarbourVest
     International Private Equity Partners III--Direct Fund L.P., of which Mr.
     Wadsworth is a general partner, and 7,500 equivalent ADSs subject to
     options that are exercisable currently or within 60 days of April 26,
     2001. HarbourVest Partners, LLC is the managing member or the general
     partner of HIPEP III--Direct Associates LLC, which is the general partner
     of HarbourVest International. Mr. Wadsworth is the general partner of
     HarbourVest Partners, LLC, and its Managing Director. Mr. Wadsworth may be
     considered to have or share investment and voting control over the
     equivalent ADSs owned by this entity. Mr. Wadsworth

                                       56
<PAGE>

    disclaims any beneficial interest in the equivalent ADSs held by
    HarbourVest International Private Equity Partners III L.P. in excess of
    his pecuniary interest as a general partner.
(15) Includes 1,490,751 equivalent ADSs subject to options that are
     exercisable currently or within 60 days of April 26, 2001.

   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 previously filed with the Securities and Exchange Commission.

   John McGuire was the beneficial owner of 9,300,017 and 9,258,017 equivalent
ADSs as of January 31, 2000 and January 31, 2001, 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 and 9,258,017
equivalent ADSs as of January 31, 2000 and January 31, 2001, 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 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 and 2,656,624
equivalent ADSs as of January 31, 2000 and January 31, 2001, 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.

   Instove Limited was the beneficial owner of 7,701,466 and 6,411,216
equivalent ADSs as of January 31, 2000 and January 31, 2001, 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, 2001, the number of holders of record of our ordinary
shares was 117 and the number of holders of record of our ADSs was
approximately 3,500. Of the total number of record holders of ordinary shares,
there are 23 U.S. record holders. Of the total number of record holders of
ADSs, there are approximately 2,700 U.S. record holders. U.S. record holders
hold approximately 24% 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

                                      57
<PAGE>

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 IR(Pounds)401,514, or approximately $445,680 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.

   We have agreed to enter into a second lease agreement with John and Cyril
McGuire under which we will lease approximately 29,400 square feet of space in
a building, located adjacent to the building currently under lease from John
and Cyril McGuire. Although we are negotiating the final terms of the lease, to
be effective as of March 1, 2001, we have agreed to a lease term of 25 years,
with rent under the lease of IR(Pounds)674,100 or approximately $748,250 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, R. Paul Byrne and
Christopher Meehan, four 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 our board of
directors, 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.

                                       58
<PAGE>

   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
IR(Pounds)942,320. 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.

   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 18 on pages F-1 through F-30.

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-30 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. For example, in
April, 2001, an individual demanded arbitration against us alleging breach of
contract. While we believe this claim is without merit, we cannot predict the
outcome of this dispute. Further in December 2000, Transaction System
Architects, Inc. filed a Demand for Arbitration against Globeset, Inc. seeking
as its remedy the release of certain Globeset source code which we acquired in
our acquisition of the primary assets of Globeset. This arbitration proceeding
was dismissed without prejudice in May, 2001. Other than as disclosed above,
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

                                       59
<PAGE>

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.

   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.

                                       60
<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.

<TABLE>
<CAPTION>
                                       Price per ADS on
                                            Nasdaq      Price per ADS on Neuer
                                       National Market          Markt
                                       ---------------- ----------------------
                                        High $   Low $  High (Euro) Low (Euro)
                                       -------- ------- ----------- ----------
   <S>                                 <C>      <C>     <C>         <C>
   Annual Highs and Lows
   1999 (commencing September 24).....   34.00     6.00    34.98       5.70
   2000...............................   75.44     6.38    79.50       6.95

   Quarterly Highs and Lows
   1999
     Third Quarter (commencing
      September 24, 1999).............    9.06     6.00     8.75       5.70
     Fourth Quarter...................   34.00     8.63    34.98       8.00
   2000
     First Quarter....................   75.44    23.44    79.50      26.50
     Second Quarter...................   29.00    14.25    33.00      16.80
     Third Quarter....................   32.00     9.50    39.40      11.13
     Fourth Quarter...................   12.63     6.38    15.72       6.95
   2001
     First Quarter....................    9.00     1.69     9.60       1.90

   Monthly Highs and Lows (2000 and
    2001)
     November.........................   11.13     6.88    12.80       8.00
     December.........................   12.63     6.38    15.72       6.95
     January..........................   10.75     8.00    12.00       7.82
     February.........................    9.00     2.44     9.60       2.70
     March............................    3.25     2.19     3.35       2.00
     April............................    2.38     1.69     2.69       1.90
</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 2000. The aggregate annual turnover of the Frankfurt Stock
Exchange in 2000 of approximately (Euro)5.1 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, 2000, the equity
securities of 5,694 corporations, including 4,789 foreign corporations, were
traded on the Frankfurt Stock Exchange.

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   The Neuer Markt segment of the Frankfurt Stock Exchange is a new 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/nm. Additionally, starting February 2001 more
comprehensive information is available at the financial portal operated by a
subsidiary of Deutsche Borse at http://www.NeuerMarkt.com, IPO section,
Archive.

 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.

D. Selling Shareholder

   Not required.

E. Dilution

   Not required.

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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 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 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

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<PAGE>

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 DM 3.0 million or the equivalent in a
foreign currency at the end of any one month.

   Furthermore, residents must periodically report certain claims 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 DM 1.0 million 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 DM 10.0 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 DM 1.0 million 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 DM 10.0
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.

   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.

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 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 April 2, 2001 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. 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. The discussion regarding U.S.
federal income taxation matters is based on the provisions of the Internal
Revenue Code of 1986, as amended, final, temporary and proposed U.S. treasury
regulations promulgated under the U.S. code and administrative and judicial
interpretations of the U.S. code, all as in effect as of April 2, 2001 and all
of which are subject to change, possibly with retroactive effect.

   In 2000, the German Parliament passed the Tax Reduction Act to reduce tax
rates and reform corporate taxation. This new law is generally effective since
January 1, 2001 and generally provides for a so-called "half-income" system for
individuals and a tax exemption for corporate holders. This means, that the
holder of foreign shares will only be taxed on 50% of the received dividend or
of a capital gain in certain cases or might be almost tax exempt if he is a
corporation. However it cannot entirely ruled out that the new tax regime will
apply only as of 2002 in which case the former tax regime would apply in 2001
which is also described below.

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<PAGE>

 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 in 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 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 shares of each
of which are 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, which includes the amount of the tax credit described below, 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 50% of 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.

   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

                                       66
<PAGE>

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 DM 3,000 p.a. ((Euro)1,550 p.a. from 2002). In the case of
married couples filing a joint income tax return, the tax allowance amounts to
DM 6,000 ((Euro)3,100 p.a. from 2002). 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 DM 100 ((Euro)51
p.a. from 2002) and in the case of married couples filing a joint income tax
return an amount of DM 200 ((Euro)102 p.a. from 2002) may be deducted.

   If the new tax regime only applied as of 2002, in 2001 the dividends
received would be fully subject to income tax plus solidarity surcharge and,
where applicable and no tax exemption applies, trade tax. No tax credit for
trade tax would be granted. Expenses could be fully 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 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) and trade tax.

   If the new tax regime only applied as of 2002, in 2001 the dividends would
be subject to German trade tax and corporation tax plus solidarity surcharge
thereon. In this case, generally, a credit or deduction of withholding tax
would be available in whole or in part. If the shareholder or ADS holder quota
amounted to 10% or more the dividends might be tax exempt. However, if the
dividends were tax exempt a portion of 5% of such dividends would be deemed a
non deductible expense for corporation tax (including solidarity surcharge) and
possibly for trade tax purposes.

   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

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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.

   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 capital gains or
corporate 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 DM
1,000 p.a. and per person ((Euro)512 p.a. from 2002).

   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.

   If the new tax regime applied only as of 2002, capital gains in 2001 would
be fully included in the tax base where the capital gain is taxable.

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

   If the new tax regime applied only as of 2002, capital gains in 2001 would
be subject to trade tax, corporation tax and solidarity surcharge thereon.
However, capital gains might be tax exempt requiring in particular a
shareholder or ADS holder quota of 10% or more.

   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.

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<PAGE>

 Passive Foreign Investment Company Considerations

   We will be classified as a PFIC for U.S. federal income tax purposes if we
satisfy either of the following two tests:

     (a) 75% or more of our gross income for the taxable year is passive
  income, or

     (b) on average for the taxable year, 50% or more of the value of our
  assets produce or are held for the production of passive income.

   We do not believe that we satisfy either of the tests for PFIC status for
the year ending Janaury 31, 2001. You should be aware that if the value of the
company remains low (as likely indicated by the price of our stock), it is
possible that we will be classified as a PFIC under the test relating to the
value of our assets. If we are a PFIC for any taxable year, a U.S. holder would
be required to

     (a) pay an interest charge together with tax calculated at maximum
  ordinary income rates on any "excess distribution", which is defined to
  include gain on a sale or other disposition of ADSs,

     (b) if a qualified electing fund election is made by the U.S. holder, to
  include in their taxable income enumerated undistributed amounts of our
  income, or

     (c) if an election is made by the U.S. holder to mark our shares to
  market, to include as ordinary income each year the excess, if any, of the
  fair market value at the end of the year of our shares held by the U.S.
  holder over its adjusted basis in the shares, and to recognize additional
  gain, if any, on the sale or other disposition of the shares as ordinary
  income for that year. The U.S. holder will be allowed to claim a deduction
  as an ordinary loss for the excess, if any, of the adjusted basis of the
  shares over their fair market value at the end of the year or over their
  final sale or disposition price, to the extent of the net amount of
  previously included income resulting from the mark to market election. The
  U.S. holder's basis in our ordinary shares will be adjusted to reflect any
  income or loss amounts.

   Each U.S. holder should consult his own tax advisor regarding the
advisability of making the qualified electing fund election mentioned in
paragraph (b) above.

 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 31% 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.

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 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)12.5.

   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 under Irish
law 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 under
Irish law of the ordinary shares being transferred, a fixed duty of (Euro)12.5
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.

   If the new tax regime only applied as of 2002 the above comments on taxation
of dividends and capital gains in the year 2001 would apply accordingly to
credit institutions, financial services institutions and financial enterprises
for the year 2001.

 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.

                                       70
<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, 2001, 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 January 31, 2001, 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.

                                       71
<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,
2001, we used approximately $4.5 million for the purchase of property and
equipment, approximately $40.8 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]

                                       72
<PAGE>

                                    PART III

Item 17. Financial Statements

   The Company has responded to Item 18.

Item 18. Financial Statements

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

   (1) Financial Statements. The following Trintech Group PLC Consolidated
Financial Statements prepared in accordance with U.S. GAAP and attached hereto
on pages F-1 to F-30 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
     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, 2001, 2000, and
1999 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.

                                  SCHEDULE II

                               TRINTECH GROUP PLC

                       VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                    Additions
                         Balance at charged to                        Balance at
                         beginning  costs and   Exchange                end of
Description              of period   expenses  differences Deductions   period
-----------              ---------- ---------- ----------- ---------- ----------
                                       (U.S. dollars in thousands)
<S>                      <C>        <C>        <C>         <C>        <C>
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:
 Provisions for bad and
  doubtful debts........    241         127        (19)        (19)       330
Year ended January 31,
 1999
Deducted from asset
 account:
 Provision for bad and
  doubtful debts........     98         138          5          --        241
Year ended January 31,
 2001
Warranty Reserve........    556          65        (28)        (72)       521
Year ended January 31,
 2000
Warranty Reserve........    876          76       (107)       (289)       556
Year ended January 31,
 1999
Warranty Reserve........    922         162         53        (261)       876
</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.

                                       73
<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 26, 2000
   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 (filed as Exhibit
          10.2 to Trintech's Registration Statement on Form F-1 (File No. 333-
          10738) and incorporated herein by reference)
   4.3    1998 Trintech Group Limited Directors and Consultants Share Option
          Scheme (filed as Exhibit 10.3 to Trintech's Registration Statement on
          Form F-1 (File No. 333-10738) and incorporated herein by reference)
   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 June 1999 (filed as Exhibit 10.21 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and
          incorporated herein by reference)
   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>

                                       74
<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
  4.23    First Amendment to the Lease between Trintech, Inc. and Peninsula
          Office Park Associates, L.P. dated November 1, 1999
  4.24    Asset Purchase Agreement by and among Trintech Technologies Limited,
          Maria Sanchez and Eduardo Spangenberg, dated as of September 12, 2000
  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)
  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)
</TABLE>

                                       75
<PAGE>

<TABLE>
<CAPTION>
  Exhibit
  Number                         Description of Document
  -------                        -----------------------
 <C>      <S>
   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 April 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
   4.39   Sale and Purchase Agreement by and between Trintech Group PLC and
          Exceptis Technologies Limited, dated November 2000
   4.40   Asset Purchase Agreement by and among Trintech Group PLC, Trintech
          Technologies Limited, and Globeset, Inc.
   4.41   Sale and Purchase Agreement by and between Suresh Mirpuri and
          Trintech Group PLC, dated August 24, 2000
   8.1    Subsidiaries of Trintech Group PLC (See pages 34 and 35 of this Form
          20-F)
  10.1    Consent of Ernst & Young
</TABLE>
--------
+ Documents for which confidential treatment has been previously granted.

                                       76
<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)

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

Date May 15, 2001

                                       77
<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,
 Trintech Group PLC

   We have audited the accompanying consolidated balance sheets of Trintech
Group PLC and subsidiaries as of January 31, 2000 and 2001 and the related
consolidated statements of operations, changes in redeemable convertible
preference shares and shareholders' equity, and cash flows for each of the
three years in the period ended January 31, 2001. 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, 2000 and 2001, and
the consolidated results of their operations and their cash flows for each of
the three years in the period ended January 31, 2001, 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, 2001

                                      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,
                                                             ------------------
                                                               2000      2001
                                                             --------  --------
<S>                                                          <C>       <C>
ASSETS
Current assets
Cash and cash equivalents..................................  $ 10,862  $ 14,038
Restricted cash............................................       --      3,622
Marketable securities (note 2).............................    48,830    87,388
Accounts receivable, net of allowance for doubtful accounts
 of $330 and $1,327........................................     7,799    19,061
Inventories (note 4).......................................       840     1,624
Value added taxes..........................................       192       290
Prepaid expenses and other current assets..................     1,332     5,427
                                                             --------  --------
  Total current assets.....................................    69,855   131,450
Property and equipment, net (notes 7 and 8)................     3,190     6,718
Other non-current assets (note 9) .........................       --     22,522
Goodwill, net of accumulated amortization of $6,330 at
 January 31, 2001 (note 1).................................       --     75,774
Other assets--software development costs...................     1,250       --
                                                             --------  --------
  Total assets.............................................  $ 74,295  $236,464
                                                             ========  ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable...........................................  $  4,082  $ 12,686
Accrued payroll and related expenses.......................       871     2,326
Other accrued liabilities (note 10)........................     2,677    17,565
Value added taxes..........................................       460     1,129
Warranty reserve...........................................       556       521
Deferred revenue...........................................     3,406    11,440
                                                             --------  --------
  Total current liabilities................................    12,052    45,667
                                                             --------  --------
Non-current liabilities
Capital lease due after more than one year (note 7)........       409       789
Government grants repayable and related loans (note 16)....       718       898
Deferred consideration.....................................       --      1,750
                                                             --------  --------
  Total non-current liabilities............................     1,127     3,437
                                                             --------  --------
Series A redeemable convertible preference shares, $0.0027
 par value:
 nil and nil shares authorized at January 31, 2000 and 2001
  respectively
 nil and nil shares issued and outstanding at January 31,
  2000 and 2001 respectively...............................       --        --
Series B preference shares, $0.0027 par value:
 10,000,000 and 10,000,000 authorized at January 31, 2000
  and 2001 respectively
 None issued and outstanding...............................       --        --
Shareholders' equity:
 Ordinary Shares, $0.0027 par value: 100,000,000 shares
  authorized; 25,140,722 and 30,030,725 shares issued and
  outstanding at January 31, 2000 and 2001 respectively....        71        81
Additional paid-in capital.................................    84,286   242,474
Accumulated deficit........................................   (21,585)  (54,157)
Deferred stock compensation................................       --       (246)
Accumulated other comprehensive loss.......................    (1,656)     (792)
                                                             --------  --------
  Total shareholders' equity...............................    61,116   187,360
                                                             --------  --------
  Total liabilities and shareholders' equity...............  $ 74,295  $236,464
                                                             ========  ========
</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,
                                           ----------------------------------
                                              1999        2000        2001
                                           ----------  ----------  ----------
<S>                                        <C>         <C>         <C>
Revenue:
  Product................................. $   14,554  $   18,457  $   22,288
  License.................................      4,477       9,158      20,612
  Service.................................      2,002       2,629       6,140
                                           ----------  ----------  ----------
    Total revenue.........................     21,033      30,244      49,040
                                           ----------  ----------  ----------
Cost of revenue:
  Product.................................     10,851      12,034      15,110
  License.................................        648       2,981       6,718
  Service.................................      2,414       2,242       4,787
                                           ----------  ----------  ----------
    Total cost of revenue.................     13,913      17,257      26,615
                                           ----------  ----------  ----------
Gross margin..............................      7,120      12,987      22,425
Operating expenses:
  Research and development................      3,676       8,892      19,601
  Sales and marketing.....................      5,921       8,849      16,955
  General and administrative..............      4,347       7,336      12,485
  Amortization of goodwill................        --          --        6,330
  Amortization of purchased intangible
   assets.................................        --          --          671
  Stock compensation......................        --        2,068       5,279
                                           ----------  ----------  ----------
    Total operating expenses..............     13,944      27,145      61,321
                                           ----------  ----------  ----------
Income (loss) from operations.............     (6,824)    (14,158)    (38,896)
  Interest income, net....................        272       1,208       6,855
  Exchange gain (loss), net...............       (321)        842        (149)
                                           ----------  ----------  ----------
Income (loss) before provision for income
 taxes....................................     (6,873)    (12,108)    (32,190)
  Provision for income taxes (note 14)....        --           (3)       (382)
                                           ----------  ----------  ----------
Net Income (loss)......................... $   (6,873) $  (12,111) $  (32,572)
                                           ==========  ==========  ==========
Basic net income (loss) per Ordinary
 Share.................................... $    (0.43) $    (0.63) $    (1.18)
                                           ==========  ==========  ==========
Shares used in computing basic net income
 (loss) per Ordinary Share................ 16,157,831  19,309,964  27,704,705
                                           ==========  ==========  ==========
Diluted net income (loss) per Ordinary
 Share.................................... $    (0.43) $    (0.63) $    (1.18)
                                           ==========  ==========  ==========
Shares used in computing diluted net
 income (loss) per Ordinary Share......... 16,157,831  19,309,964  27,704,705
                                           ==========  ==========  ==========
Basic net income (loss) per equivalent
 ADS...................................... $    (0.21) $    (0.31) $    (0.59)
                                           ==========  ==========  ==========
Diluted net income (loss) per equivalent
 ADS...................................... $    (0.21) $    (0.31) $    (0.59)
                                           ==========  ==========  ==========
</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                                                                                         Total
                  Redeemable   Redeemable                                                           Accumulated  Shareholders'
                  Convertible  Convertible Number of           Additional               Deferred       Other        Equity
                  Preference   Preference   Ordinary  Ordinary  Paid-in   Accumulated    Stock     Comprehensive (net capital
                    Shares       Shares      Shares    Shares   Capital     Deficit   Compensation     Loss       deficiency)
                  -----------  ----------- ---------- -------- ---------- ----------- ------------ ------------- -------------
<S>               <C>          <C>         <C>        <C>      <C>        <C>         <C>          <C>           <C>
Balance at
January 31,
1998............         --     $    --    15,689,715   $ 45    $  4,547   $ (2,601)     $ --         $  (349)     $  1,642
Issuance of
Ordinary
Shares..........         --          --       482,765      2       1,998        --         --             --          2,000
Issuance of
Ordinary Shares
on exercise of
options (a).....         --          --        14,965      0          20        --         --             --             20
Issuance of
Convertible
Redeemable
Preference
Shares (b)......   3,000,000      18,000          --     --          --         --         --             --            --
Conversion of
Redeemable
Convertible
Preference
Shares to
Ordinary Shares
(b).............     (40,000)       (240)      40,000      0         240        --         --             --            240
Issuance of
warrant to
Visa............         --          --           --     --          163        --         --             --            163
Expenses of
share issues....         --          --           --     --       (2,187)       --         --             --         (2,187)
Net loss........         --          --           --     --          --      (6,873)       --             --         (6,873)
Currency
translation
adjustment......         --          --           --     --          --         --         --             295           295
                                                                                                                   --------
Comprehensive
(loss)..........         --          --           --     --          --         --         --             --         (6,578)
                  ----------    --------   ----------   ----    --------   --------      -----        -------      --------
Balance at
January 31,
1999............   2,960,000      17,760   16,227,445     47       4,781     (9,474)       --             (54)       (4,700)
Conversion of
Redeemable
Convertible
Preference
Shares to
Ordinary Shares
(b).............  (2,960,000)    (17,760)   2,960,000      8      17,752        --         --             --         17,760
Issuance of
Ordinary Shares
on exercise of
options (a).....         --          --        65,679      0         145        --         --             --            145
Issuance of
Ordinary Shares
for cash........         --          --     5,887,598     16      63,086        --         --             --         63,102
Expense of share
issues..........         --          --           --     --       (3,546)       --         --             --         (3,546)
Stock
compensation....         --          --           --     --        2,068        --         --             --          2,068
Net loss........         --          --           --     --          --     (12,111)       --             --        (12,111)
Currency
translation
adjustment......         --          --           --     --          --         --         --          (1,602)       (1,602)
                                                                                                                   --------
Comprehensive
(loss)..........         --          --           --     --          --         --         --             --        (13,713)
                  ----------    --------   ----------   ----    --------   --------      -----        -------      --------
Balance at
January 31,
2000............         --          --    25,140,722     71      84,286    (21,585)       --          (1,656)       61,116
Issuance of
Ordinary Shares
on exercise of
options (a).....         --          --       396,223      1       2,074        --         --             --          2,075
Issuance of
Ordinary Shares
on exercise of
warrants........         --          --       250,000      1       1,499        --         --             --          1,500
Issuance of
Ordinary Shares
for cash........         --          --     2,775,969      5     107,031        --         --             --        107,036
Issuance of
Ordinary Shares
as a result of
the acquisition
of Checkline....         --          --       601,036      1      28,999        --         --             --         29,000
Issuance of
Ordinary Shares
as a result of
the acquisition
of Exceptis.....         --          --       866,775      2      15,600        --         --             --         15,602
Fair value of
options issued
in connection
with Exceptis
acquisition.....         --          --           --     --          433        --         --             --            433
Expenses of
share issues....         --          --           --     --       (2,692)       --         --             --         (2,692)
Deferred
compensation
related to
unvested options
assumed.........         --          --           --     --          --         --        (281)           --           (281)
Amortization of
deferred
compensation....         --          --           --     --          --         --          35            --             35
Stock
compensation....         --          --           --     --        5,244        --         --             --          5,244
Net loss........         --          --           --     --          --     (32,572)       --             --        (32,572)
Currency
translation
adjustment......         --          --           --     --          --         --         --             864           864
                                                                                                                   --------
Comprehensive
(loss)..........         --          --           --     --          --         --         --             --        (31,708)
                  ----------    --------   ----------   ----    --------   --------      -----        -------      --------
Balance at
January 31,
2001............         --     $    --    30,030,725   $ 81    $242,474   $(54,157)     $(246)       $  (792)     $187,360
                  ==========    ========   ==========   ====    ========   ========      =====        =======      ========
</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,
                                              --------------------------------
                                                1999      2000        2001
                                              --------  ---------  -----------
<S>                                           <C>       <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)...........................  $ (6,873) $ (12,111) $   (32,572)
Adjustments to reconcile net income (loss)
 to net cash used in operating activities:
 Depreciation and amortization..............       566      2,277       11,234
 Stock compensation.........................        83      2,148        5,279
 (Profit) on marketable securities..........      (159)      (919)      (5,966)
 Purchase of marketable securities..........   (64,227)  (302,167)  (1,182,475)
 Sale of marketable securities..............    57,208    261,434    1,149,883
 Effect of changes in foreign currency
  exchange rates............................       252     (1,611)       1,677
 Changes in operating assets and
  liabilities:
   Additions to restricted cash deposits....       --         --        (1,934)
   Inventories..............................      (102)        75         (581)
   Accounts receivable......................       151     (4,536)      (7,585)
   Prepaid expenses and other assets........      (515)      (252)      (3,278)
   Value added tax receivable...............        35        181          (75)
   Accounts payable.........................      (647)     2,913          743
   Accrued payroll and related expenses.....       331        362          861
   Deferred revenues........................       333      2,591        1,150
   Value added tax payable..................      (175)       148          573
   Warranty reserve.........................       (99)      (213)          (7)
   Government grants repayable and related
    loans...................................       283         50         (319)
   Other accrued liabilities................       948      1,242        3,950
                                              --------  ---------  -----------
Net cash used in operating activities.......   (12,607)   (48,388)     (59,442)
                                              --------  ---------  -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment..........    (1,636)    (1,904)      (3,744)
Sale of property and equipment..............        27         14           17
Payment to acquire Checkline, net of cash
 acquired...................................       --         --       (10,154)
Payment to acquire Sursoft, net of cash
 acquired...................................       --         --        (4,700)
Payment to acquire Globeset, net of cash
 acquired...................................       --         --       (25,898)
Purchase of capitalized software development
 costs......................................    (2,500)       --           --
                                              --------  ---------  -----------
Net cash used in investing activities.......    (4,109)    (1,890)     (44,479)
                                              --------  ---------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on capital leases........       (86)      (127)        (334)
Issuance of ordinary shares.................     2,020     63,247      110,611
Issuance of convertible redeemable
 preference shares..........................    18,000        --           --
Expenses of share issue.....................    (2,187)    (3,546)      (2,692)
Proceed (repayments) under bank overdraft
 facility...................................       405       (388)        (465)
                                              --------  ---------  -----------
Net cash provided by financing activities...    18,152     59,186      107,120
                                              --------  ---------  -----------
Net increase in cash and cash equivalents...     1,436      8,908        3,199
Effect of exchange rate changes on cash and
 cash equivalents...........................       (17)       263          (23)
Cash and cash equivalents at beginning of
 period.....................................       272      1,691       10,862
                                              --------  ---------  -----------
Cash and cash equivalents at end of period..  $  1,691  $  10,862  $    14,038
                                              ========  =========  ===========
Supplemental disclosure of cash flow
 information:
 Interest paid..............................  $    --   $       6  $        50
                                              ========  =========  ===========
 Taxes paid.................................  $    --   $       3  $        66
                                              ========  =========  ===========
Supplemental disclosure of non-cash flow
 information:
 Acquisition of property and equipment
  under capital leases......................  $    217  $     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 securely process 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 March 1998 the Company completed a private placement of $2 million in
ordinary shares and in August 1998 the Company completed a private placement of
$18 million in Series A Redeemable Convertible Preference Shares.

   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 information for the year ended January 31, 2001,
includes the results of the acquired companies 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

                                      F-7
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

have a material adverse effect on the Company's business and results of
operations.

   The Company uses two 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 1999

   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 statutory financial
statements of the Company as an individual entity for the year ended January
31, 1999 was annexed to the relevant annual return and a copy of the group
statutory financial statements for the year ended January 31, 2000 was annexed
to the relevant annual return, which was filed in August 2000. A copy of the
group statutory financial statements for the year ended January 31, 2001 will
be annexed to the relevant annual return in due course.

 Translation of Financial Statements of Foreign Entities

   The Irish pound ("IR(Pounds)") is the functional currency of the Company and
the Company's subsidiaries in Ireland. 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 subsidiary and the Deutsche mark is the functional
currency of the Company's subsidiary in Germany. 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.

 Revenue Recognition

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

   Where the Company enters into a multiple element arrangement consisting of
both products and services, revenue is allocated between the elements based on
vendor specific objective evidence of fair values. The portion of the fee
allocated to an element is recognized when the four criteria for revenue
recognition stated below have been met.

   The Company followed the revenue recognition criteria of Statement of
Position 97-2 ("SOP 97-2"), as amended by SOP 98-4 and SOP 98-9 issued by the
Accounting Standards Executive Committee of the American Institute of Certified
Public Accountants for its license revenue.

   Under the terms of SOP 97-2 where an arrangement to deliver software does
not require significant production, modification or customization, the Company
recognizes license revenue when all of the following criteria are met:

  .  persuasive evidence of an arrangement exists;


                                      F-8
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

  .  delivery has occurred;

  .  vendor's fee is fixed or determinable; and

  .  collectibility is probable.

   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 technical support revenue ratably over the term of
the support agreement, generally twelve months.

   The Company recognizes service revenue when earned. Service revenue is
derived from consultancy, educational and training 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. 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.

 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. Cost of service revenue includes labor, travel and other
non-recoverable costs associated with the delivery of services to customers.

 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, 2001, all research
and development costs have been expensed.

   On March 31, 1998, Trintech Technologies Limited, a subsidiary of the
Company purchased technology for $2.5 million from RSA Data Security, a wholly
owned subsidiary of Security Dynamics, under the terms of

                                      F-9
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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.

 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
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 year ended January 31, 2001, was US$1,820,000. No amortization
was charged to the statement of operations in 1999 and 2000 as the acquisitions
occurred subsequent to that date.

   Reviews are regularly performed to determine whether facts or circumstances
exist which indicate that the carrying value of non-current assets is impaired.
No indicators of impairment have been identified to date and there has been no
need to carry out an impairment calculation.

 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, and is being amortized on a straight-line basis over three years.
Amortization expense was US$6,330,000 for the year ended January 31, 2001. No
amortization was charged to the statement of operations in 1999 and 2000 as the
acquisitions occurred subsequent to that date.

   Reviews are regularly performed to determine whether facts or circumstances
exist which indicate that the carrying value of goodwill is impaired. No
indicators of impairment have been identified to date and there has been no
need to carry out an impairment calculation.

 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").

 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

                                      F-10
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

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. To date such losses have been within
management's expectations. The Company had an allowance for doubtful accounts
of approximately US$330,000 and US$1,327,000 at January 31, 2000 and 2001
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, 2001, US$87,388,000 was invested in marketable securities held for
trading purposes, comprised of US$46,137,000 in corporate bonds and
US$41,251,000 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.

 Foreign Exchange Contracts

   From time to time one of the Company's Irish subsidiaries enters into
foreign exchange contracts as a hedge against accounts receivable in currencies
other than its functional currency. Market value gains and losses are
recognized, and the resulting credit or debit offsets foreign exchange losses
or gains included in Exchange gain (loss), net of the income statement on the
related receivables.

 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-11
<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 year ended January 31, 2001, the Company recognized compensation
expense of US$100,000.

   The Company has followed the provisions of 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$83,000, US$2,148,000 and
US$5,144,000 during the years ended January 31, 1999, 2000 and 2001
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.

 Advertising and Promotion Expense

   All costs associated with advertising are expensed as incurred. Advertising
and promotion expense was US$919,000, US$1,125,000 and US$1,438,000 for the
years ended January 31, 1999, 2000 and 2001, respectively.

 Inventories

   Inventories are stated at the lower of cost or market.

 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. The Company will
apply the new rules prospectively to transactions beginning in the first
quarter of fiscal 2002. Based on current circumstances, the Company believes
the application of the new rules will not have a material impact on the
consolidated financial statements of the Company.

                                      F-12
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


2. Cash and 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, 2000
                                    -----------------------------------------
                                     Cost    Unrealized Gain  Market Value
                                    -------  ---------------  ---------------
                                        (U.S. dollars in thousands)
     <S>                            <C>      <C>              <C>
     U.S. Government Agency
      Securities................... $29,120     $        160  $        29,280
     Corporate bonds...............  19,385              165           19,550
                                    -------     ------------  ---------------
       Total....................... $48,505     $        325  $        48,830
                                    =======     ============  ===============

<CAPTION>
                                           As of January 31, 2001
                                    -----------------------------------------
                                     Cost    Unrealized Gain  Market 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
                                    =======     ============  ===============

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

<CAPTION>
                                           Year ended January 31,
                                    -----------------------------------------
                                     1999         2000            2001
                                    -------  ---------------  ---------------
     <S>                            <C>      <C>              <C>
     Unrealized (loss) gain at
      beginning of year............ $    --     $         (2) $           325
     Included in income (loss) in
      the year.....................      (2)             327              (60)
                                    -------     ------------  ---------------
     Unrealized (loss) gain at end
      of year...................... $    (2)    $        325  $           265
                                    =======     ============  ===============

3. Revolving Credit Facility: Bank Overdraft Facility and Overdrafts

   The Company currently has a secured overdraft facility of IR(Pounds)650,000
(approximately US$767,000) from Bank of Ireland. This overdraft is secured by a
debenture over the assets of Trintech Group PLC, Trintech Limited and Trintech
Technologies Limited to a value of IR(Pounds)650,000. Advances under the
facility bear interest at the Bank's AA overdraft rate, 7.74% as at January 31,
2001. As of January 31, 2001 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

<CAPTION>
                                                Year ended January 31,
                                             --------------------------------
                                                  2000            2001
                                             ---------------  ---------------
                                             (U.S. dollars in thousands)
     <S>                            <C>      <C>              <C>
     Raw materials.........................     $         78  $           110
     Finished goods........................              762            1,514
                                                ------------  ---------------
       Total...............................     $        840  $         1,624
                                                ============  ===============
</TABLE>

                                      F-13
<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, the Company had no Foreign Exchange contracts. At
January 31, 2000, the Company had a contract maturing in February 2000 and a
contract maturing in May 2000 each to sell US$1,000,000 and receive Euro. The
fair value of the contracts at January 31, 2000 was US$100,000 negative.

<TABLE>
<CAPTION>
                                                  Year ended January 31,
                                             ----------------------------------
                                                   2000              2001
                                             ----------------  ----------------
                                             Carrying  Fair    Carrying  Fair
                                              Amount   Value    Amount   Value
                                             -------- -------  -------- -------
                                                (U.S. dollars in thousands)
<S>                                          <C>      <C>      <C>      <C>
Non Derivatives
Cash and cash equivalents................... $10,862  $10,862  $14,038  $14,038
Marketable Securities trading............... $48,830  $48,830  $87,388  $87,388
Derivatives
Foreign currency forward contracts.......... $    --  $  (100) $    --  $    --
</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; and London,
United Kingdom. In Dublin, the Company leases the new corporate headquarters
from John and Cyril McGuire, officers and directors of the Company. The new
facilities are held under a lease expiring in 2023, with rent reviews every
five years and an option to exit in 2007. 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 facility is under a five year lease which
expires in 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 London facility is under a five year lease which expires 2005. Rent expense
under all operating leases was approximately, US$574,000, US$1,236,000 and
US$1,742,000 for the years ended January 31, 1999, 2000, and 2001,
respectively.

   Future minimum lease payments under the operating leases as of January 31,
2001, are as follows (U.S. dollars in thousands):

<TABLE>
     <S>                                                                <C>
     Year ending January 31,
       2002............................................................ $ 2,652
       2003............................................................   2,600
       2004............................................................   2,342
       2005............................................................   1,853
       2006............................................................   1,383
       Thereafter......................................................  14,113
                                                                        -------
       Total minimum lease payments.................................... $24,943
                                                                        =======
</TABLE>

                                      F-14
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


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,
                                                                  -------------
                                                                  2000    2001
                                                                  -----  ------
                                                                     (U.S.
                                                                   dollars in
                                                                   thousands)
     <S>                                                          <C>    <C>
     Computers and office equipment.............................. $ 705  $1,739
     Motor vehicles..............................................    62      80
     Fixtures and fittings.......................................    12     154
                                                                  -----  ------
       Total cost................................................   779   1,973
     Accumulated depreciation....................................  (218)   (554)
                                                                  -----  ------
       Total, net................................................ $ 561  $1,419
                                                                  =====  ======
</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, 2001 (U.S. dollars in thousands):

<TABLE>
     <S>                                                                 <C>
     Year ending January 31,
       2002............................................................. $  656
       2003.............................................................    450
       2004.............................................................    199
       2005.............................................................    150
       2006.............................................................      4
                                                                         ------
       Total minimum lease payments.....................................  1,459
       Less: Amount representing interest...............................   (137)
                                                                         ------
     Present value of net minimum lease payments........................ $1,322
                                                                         ======
</TABLE>

   The current portion and non-current portion of present value of net minimum
lease payments as of January 31, 2001 was US$533,000 and US$789,000,
respectively.

8. Property and Equipment

   Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                                                  Year ended
                                                                 January 31,
                                                                ---------------
                                                                 2000     2001
                                                                -------  ------
                                                                (U.S. dollars
                                                                in thousands)
     <S>                                                        <C>      <C>
     Computers and office equipment............................ $ 3,938  $8,705
     Motor vehicles............................................     162     277
     Fixtures and fittings.....................................     919   2,145
                                                                -------  ------
       Total cost..............................................   5,019  11,127
     Accumulated depreciation..................................  (1,829) (4,409)
                                                                -------  ------
       Property and equipment, net............................. $ 3,190  $6,718
                                                                =======  ======
</TABLE>

                                      F-15
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


9. Other Non-Current Assets

   Other non-current assets consist of the following:

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

10. Other Accrued Liabilities

   Other accrued liabilities consist of the following:

<TABLE>
<CAPTION>
                                                                   Year ended
                                                                  January 31,
                                                                 --------------
                                                                  2000   2001
                                                                 ------ -------
                                                                 (U.S. dollars
                                                                 in thousands)
     <S>                                                         <C>    <C>
     Provision for lease abandonment............................ $   -- $ 3,562
     Deferred consideration.....................................     --   4,819
     Other......................................................  2,677   9,184
                                                                 ------ -------
       Total.................................................... $2,677 $17,565
                                                                 ====== =======
</TABLE>

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 Redeemable Convertible
Preference Shares of US$0.0027 par value per share.

   The Company previously had authorized share capital of IR(Pounds)206,000
comprising 100,000,000 Ordinary shares of IR(Pounds)0.002 par value per share
and 3,000,000 Series A Redeemable Convertible Preference Shares of
IR(Pounds)0.002 par value per share. On August 23, 1999 in connection with the
re-registration of the Company as a public limited company, the Company re-
organised its share capital into Ordinary Shares and Series A Redeemable
Convertible Preference Shares of US$0.0027 par value per share in the following
manner:

   The authorized share capital was first reduced from IR(Pounds)206,000 to
IR(Pounds)38,431 by the cancellation of 83,744,574 authorized and unissued
Ordinary Shares of IR(Pounds)0.002 each and 40,000 Series A Redeemable
Convertible Preference Shares of IR(Pounds)0.002 each.

                                      F-16
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The authorized share capital was then increased to IR(Pounds)38,431 plus
US$278,100 by the creation of 100,000,000 Ordinary shares of US$0.0027 each and
3,000,000 Redeemable Convertible Preference Shares of US$0.0027 each.

   The 16,255,426 Ordinary Shares of IR(Pounds)0.002 each in issue at that date
were converted to redeemable shares and these shares, together with the
2,960,000 Series A Redeemable Convertible Preference Shares of IR(Pounds)0.002
each were redeemed out of the proceeds of a fresh issue of 16,255,426 Ordinary
Shares of US$0.0027 each and 2,960,000 Series A Redeemable Convertible
Preference Shares of US$0.0027 each.

   The authorized share capital was then reduced to US$278,100 by the
cancellation of the authorized shares of IR(Pounds)0.002 each which had been
redeemed.

   On the closing of the initial public offering of the Company's shares the
authorized share capital was reduced to US$270,000 by the cancellation of the
3,000,000 Series A Redeemable Convertible Preference Shares of US$0.0027 each.

   Immediately thereafter the authorized share capital was increased to
US$297,000 by the creation of 10,000,000 Series B Preference Shares of
US$0.0027 each 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.

   The accompanying financial statements have given effect to this re-
organisation.

   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.

   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 $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$83,000,
US$80,000 and US$nil of the value of the warrant to sales and marketing expense
in the years ended January 31, 1999, 2000 and 2001, respectively.

   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 $11.55 to $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 $587,000 and $865,000 in stock
compensation related to these options in the years ended January 31, 2000 and
2001, 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 $11.36 to each of the three Advisory
Board Members. The options originally vested ratably over 4 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

                                      F-17
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

in future periods the non-cash compensation charge is fixed on a quarterly
basis. The Company recorded US$1,481,000 and US$4,279,000 in stock compensation
related to these options in the years ended January 31, 2000 and 2001,
respectively.

   During the year ended January 31, 2001, in connection with the acquisition
of Exceptis and the exchange of unvested options in that entity for Trintech
options, the company recorded US$35,000 in stock compensation related to these
options in the year ended January 31, 2001.

   The holders of the Series A Redeemable Convertible Preference Shares are
entitled to receive a dividend, when and if declared by the Board of Directors,
on an equal basis with the holders of Ordinary Shares. There were no dividends
declared or payable by the Company in any of the years presented. At January
31, 1999, 2000 and 2001 the Company did not have any profits available for
distribution.

   The Series A Redeemable Convertible Preference Shares were redeemable on a
change of control and accordingly were classified outside shareholders' equity
at their redemption value.

   The Series A Redeemable Convertible Preference Shares were convertible at
any time at the option of the holder into Ordinary Shares at the then effective
conversion price. The Series A Redeemable Convertible Preference Shares
automatically converted into Ordinary Shares: upon the closing of a firmly
underwritten public offering under the Securities Act of 1933 (IPO) of Ordinary
Shares of the Company at a per share price not less than $10.50 per share and
for a total offering of not less than $20 million; or at such time as the
Company received the consent of not less than two-thirds of the holders of the
Series A Redeemable Convertible Preference Shares; or in the event that fewer
than one-third of the originally issued Series A Redeemable Convertible
Preference Shares remained outstanding.

   Each Series A Redeemable Convertible Preference Share had a number of votes
equal to the number of Ordinary Shares then issuable upon conversion of such
Series A Redeemable Convertible Preference Shares. Upon liquidation, the
holders of the Series A Redeemable Convertible Preference Shares were entitled
to receive a per share amount equal to the Original Purchase Price plus any
declared but unpaid dividends, before any distribution was made to the holders
of the Ordinary Shares.

   In August 1998, 40,000 Series A Redeemable Convertible Preference Shares
were converted to 40,000 Ordinary Shares at a conversion price of $6 each. In
September 1999, the remaining 2,960,000 Series A Redeemable Convertible
Preference Shares were converted to 2,960,000 Ordinary Shares.

   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.

                                      F-18
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


12. Net Income (Loss) Per Ordinary Share

<TABLE>
<CAPTION>
                                                 Year ended January 31,
                                            ----------------------------------
                                               1999        2000        2001
                                            ----------  ----------  ----------
<S>                                         <C>         <C>         <C>
Numerator:
Numerator for basic and diluted net Income
 (loss) per ordinary share--Income (loss)
 available to ordinary shareholders........ $   (6,873) $  (12,111) $  (32,572)
                                            ----------  ----------  ----------
Denominator:
Denominator for basic earnings per Share--
 weighted average Ordinary Shares.......... 16,157,831  19,309,964  27,704,705
Effect of employee stock options...........         --          --          --
                                            ----------  ----------  ----------
Denominator for diluted net income (loss)
 per Ordinary Share........................ 16,157,831  19,309,964  27,704,705
                                            ----------  ----------  ----------
Basic net income (loss) per Ordinary
 Share..................................... $    (0.43) $    (0.63) $    (1.18)
                                            ----------  ----------  ----------
Diluted net income (loss) per Ordinary
 Share..................................... $    (0.43) $    (0.63) $    (1.18)
                                            ----------  ----------  ----------
ADS's used in computing basic net income
 (loss) per equivalent ADS................. 32,315,662  38,619,928  55,409,410
                                            ----------  ----------  ----------
ADS's used in computing diluted net income
 (loss) per equivalent ADS................. 32,315,662  38,619,928  55,409,410
                                            ----------  ----------  ----------
</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 because, as discussed
below, the alternative fair value accounting provided for under FASB Statement
Number 123, "Accounting for Stock-Based Compensation", ("SFAS 123"), requires
use of option valuation models that were not developed for use in valuing stock
options. Under APB 25, the Company has not recognized compensation expense
during the years ended January 31, 1999 and 2000 , respectively, 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 January 2000, 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 year ended January 31, 2001, the Company
recognized compensation expense of US$100,000.

   In May 1997 the Company established the Trintech Group Limited Share Option
1997 Scheme (the "1997 Scheme"). The 1997 Scheme initially provided for the
issuance of up to 1,200,000 of the Company's Ordinary Shares. In June 1998,
Trintech's Board of Directors and shareholders approved an amendment to the
1997 Scheme, providing for an increase in the number of Ordinary Shares that
may be issued under the 1997 Scheme to an aggregate of 2,200,000. In July 1999,
Trintech's Board of Directors and shareholders approved an amendment to the
1997 Scheme, providing for an increase in the number of Ordinary Shares that
may be issued under the 1997 Scheme to an aggregate of 3,700,000.

   During 1998, the Company's Board of Directors and shareholders also approved
the Directors and Consultants Share Option Scheme which provides for the grant
of options to purchase a maximum of 200,000 Ordinary Shares of the Company to
non-employee directors and consultants of the Company. In July 1999, Trintech's
Board of Directors and shareholders approved an amendment to the 1998 Scheme,
providing for an increase in the number of Ordinary Shares that may be issued
under the 1998 Scheme to an aggregate of 600,000.

                                      F-19
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   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 Company may issue an aggregate of 350,000 shares
under the 1999 savings related scheme. 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 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, 2001 no
shares had been issued under this plan.

   On August 23, 1999, the Company obtained shareholder approval for the
establishment of the Trintech 1999 employee share purchase plan for Trintech's
U.S. employees. The Company may issue an aggregate of 350,000 ordinary shares
under the 1999 share purchase plan. 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 common stock through payroll
deductions of up to 15% of the participant's compensation. As of January 31,
2001, 3,763 shares had been issued under this plan.

   In July 2000, Trintech's Board of Directors and shareholders approved an
amendment to the 1997 Scheme, the Trintech Group PLC Directors and Consultants
Share Option Scheme, the Trintech Savings Related Share Option Scheme 1999 and
the 1999 Employee Share Purchase Plan, providing for an increase in the number
of Ordinary Shares that may be issued under those Schemes to an aggregate of
5,800,000. 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 quarter 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 value of the share
on the date of grant.

   Pro forma information regarding net income is required by 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 1999, 2000 and 2001: risk
free interest rate of 5%, 6% and 5% 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 0.4
and 0.5 for fiscal 2001, and a weighted-average expected life of the option of
three years for fiscal 1999 and 2000 and four years for fiscal 2001.

   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,
                                                  ---------------------------
                                                   1999      2000      2001
                                                  -------  --------  --------
     <S>                                          <C>      <C>       <C>
     Pro forma net income (loss)................. $(7,014) $(12,835) $(37,023)
                                                  =======  ========  ========
     Pro forma net income (loss) per ordinary
      share Basic and diluted.................... $ (0.43) $  (0.66) $  (1.34)
     Pro forma net income (loss) per equivalent
      ADS Basic and diluted...................... $ (0.22) $  (0.33) $  (0.67)
</TABLE>

                                      F-20
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   A summary of the Company's stock option activity and related information for
the years ended January 31, 1999, 2000 and 2001 follows:

<TABLE>
<CAPTION>
                              January 31, 1999            January 31, 2000            January 31, 2001
                         --------------------------- --------------------------- ---------------------------
                                    Weighted-average            Weighted-average            Weighted-average
                          Options    exercise price   Options    exercise price   Options    exercise price
                         ---------  ---------------- ---------  ---------------- ---------  ----------------
<S>                      <C>        <C>              <C>        <C>              <C>        <C>
Outstanding at
 beginning of year......   912,393       $2.12       1,486,681       $ 3.40      3,611,327       $11.96
Granted and assumed.....   756,220       $4.59       2,471,358        16.36      1,391,417        39.22
Lapsed..................  (166,967)      $2.02        (281,033)        7.45       (379,433)       39.26
Exercised...............   (14,965)      $1.34         (65,679)        2.41       (389,392)        4.90
                         ---------       -----       ---------       ------      ---------       ------
Outstanding at
 end of year............ 1,486,681       $3.40       3,611,327       $11.96      4,233,919       $19.16
                         =========       =====       =========       ======      =========       ======
Exercisable at
 end of year............   129,257       $2.27         438,116       $ 3.79      1,019,564       $ 8.56
                         =========       =====       =========       ======      =========       ======
</TABLE>

<TABLE>
<CAPTION>
                                   Weighted-        Weighted-        Weighted-
                                    average          average          average
                             Fair  exercise   Fair  exercise   Fair  exercise
                             Value   price   Value    price   Value    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................... $0.83   $4.59   $ 3.91  $16.36   $18.32  $39.22
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>

   Exercise prices for options outstanding as of January 31, 2001 ranged from
$0.72 to $107.00 per share. The breakdown of outstanding options at January 31,
2001 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--  5.29................          4.12             978,628     486,738
   $ 5.30-- 11.39................          5.91           1,051,810     327,258
   $11.40-- 19.99................          6.12             847,405     171,536
   $20.00-- 39.99................          6.72             606,850         157
   $40.00--107.00................          6.20             749,226      33,875
                                                          ---------   ---------
                                                          4,233,919   1,019,564
                                                          =========   =========
</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.

                                      F-21
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


14. Income Taxes

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

<TABLE>
<CAPTION>
                                                     Year ended January 31,
                                                    ---------------------------
                                                     1999      2000      2001
                                                    -------  --------  --------
                                                        (U.S. dollars in
                                                           thousands)
   <S>                                              <C>      <C>       <C>
   Ireland........................................  $(2,887) $(16,172) $(40,089)
   Foreign........................................   (3,986)    4,064     7,899
                                                    -------  --------  --------
       Total......................................  $(6,873) $(12,108) $(32,190)
                                                    =======  ========  ========

   The provision for income taxes consists of the following:

<CAPTION>
                                                     Year ended January 31,
                                                    ---------------------------
                                                     1999      2000      2001
                                                    -------  --------  --------
                                                        (U.S. dollars in
                                                           thousands)
   <S>                                              <C>      <C>       <C>
   Current:
     Ireland......................................  $    --  $      3  $     60
     Foreign......................................       --        --       322
                                                    -------  --------  --------
       Total current..............................  $    --  $      3  $    382
                                                    =======  ========  ========

   Deferred:
     Ireland......................................  $    --  $     --  $     --
     Foreign......................................       --        --        --
                                                    -------  --------  --------
       Total deferred.............................  $    --  $     --  $     --
                                                    =======  ========  ========
         Total provision for income taxes.........  $    --  $      3  $    382
                                                    =======  ========  ========

   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:

<CAPTION>
                                                     Year ended January 31,
                                                    ---------------------------
                                                     1999      2000      2001
                                                    -------  --------  --------
                                                        (U.S. dollars in
                                                           thousands)
   <S>                                              <C>      <C>       <C>
   Income taxes computed at the Irish statutory
    income tax rate of 31.66% for 1999, 27.66% for
    2000 and 23.66% for 2001......................  $(2,176) $ (3,349) $ (7,616)
   Income (losses) from Irish manufacturing
    operations relieved at lower rates............      657     2,456     3,395
   Income (losses) (relieved at) subject to higher
    rates of tax..................................     (504)      707        92
   Operating losses utilized......................       --    (1,530)       --
   Operating losses not utilized..................    2,477     1,737     2,766
   Income not subject to tax......................     (648)   (1,003)   (2,005)
   Non-deductible expenses........................      194       345     2,301
   Non-deductible stock compensation..............                640     1,449
                                                    -------  --------  --------
       Total provision for income taxes...........  $    --  $      3  $    382
                                                    =======  ========  ========
</TABLE>

                                      F-22
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                                      Year ended January 31,
                                                      -------------------------
                                                       1999     2000     2001
                                                      -------  -------  -------
                                                         (U.S. dollars in
                                                            thousands)
   <S>                                                <C>      <C>      <C>
   Deferred tax assets
   Net operating loss carryforwards.................. $ 3,584  $ 3,305  $ 4,475
                                                      -------  -------  -------
   Total deferred tax assets.........................   3,584    3,305    4,475
   Valuation allowance...............................  (3,584)  (3,305)  (4,475)
                                                      -------  -------  -------
   Net deferred tax assets........................... $    --  $    --  $    --
                                                      =======  =======  =======
</TABLE>

   At January 31, 2001, the Company had Irish manufacturing and U.S. net
operating loss carryforwards of approximately US$39,273,000 and US$1,565,000
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 losses carry forward
indefinitely. The U.S. loss carryforwards will expire in 2014 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-23
<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, 1999
                          (U.S. dollars in thousands)

<TABLE>
<CAPTION>
                                       Licenses  Segments  All    Consolidated
                              Product & Services  Total   Other      Total
                              ------- ---------- -------- ------  ------------
<S>                           <C>     <C>        <C>      <C>     <C>
Revenue...................... 14,554     6,479    21,033      --     21,033
Cost of Sale................. 10,851     3,062    13,913      --     13,913
Gross Profit.................  3,703     3,417     7,120      --      7,120
Operating Expenses...........  1,913     6,260     8,173   5,771     13,944
Operating Profit (Loss)......  1,790    (2,843)   (1,053) (5,771)    (6,824)
Non-operating Income
 (expense), net..............     --        --        --     (49)       (49)
                              ------    ------    ------  ------     ------
Net Income (Loss)............  1,790    (2,843)   (1,053) (5,820)    (6,873)
                              ======    ======    ======  ======     ======
Segment Assets...............  3,708     1,420     5,128  15,133     20,261
                              ======    ======    ======  ======     ======
</TABLE>

                          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-24
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   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, 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,
                                                  ---------------------------
                                                   1999      2000      2001
                                                  -------  --------  --------
<S>                                               <C>      <C>       <C>
Total income (loss) before taxes for reportable
 segments........................................ $(1,053) $ (3,943) $(16,837)
Unallocated amounts:
  Central overheads..............................  (5,205)   (7,938)   (5,546)
  Depreciation and amortization..................    (566)   (2,277)  (16,513)
  Interest income (expense), net.................     272     1,208     6,855
  Exchange (loss) gain), net.....................    (321)      842      (149)
                                                  -------  --------  --------
  Income (loss) before income taxes.............. $(6,873) $(12,108) $(32,190)
                                                  =======  ========  ========

Total assets for reportable segments.............   5,128     8,639    20,685
Unallocated amounts:
  Cash...........................................   1,691    10,862    14,038
  Restricted cash................................      --        --     3,622
  Marketable securities..........................   7,178    48,830    87,388
  Value added taxes..............................     407       192       290
  Prepaid expenses and other current assets......   1,299     1,332     5,427
  Property and equipment, net....................   2,058     3,190     6,718
  Software development costs.....................   2,500     1,250        --
  Other non-current assets.......................      --        --    22,522
  Goodwill.......................................      --        --    75,774
                                                  -------  --------  --------
    Total Assets................................. $20,261  $ 74,295  $236,464
                                                  =======  ========  ========

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

<CAPTION>
                                                         January 31,
                                                  ---------------------------
                                                   1999      2000      2001
                                                  -------  --------  --------
                                                      (U.S. dollars in
                                                         thousands)
<S>                                               <C>      <C>       <C>
Germany..........................................  14,724    18,005    23,790
United States of America.........................     368     3,600     8,302
Ireland..........................................   2,435     3,085     2,193
Europe (excluding Germany and Ireland)...........   2,130     2,640     8,172
Rest of World (excluding United States of
 America)........................................   1,376     2,914     6,583
                                                  -------  --------  --------
    Total........................................ $21,033  $ 30,244  $ 49,040
                                                  =======  ========  ========
</TABLE>

                                      F-25
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


<TABLE>
<CAPTION>
                                                               January 31,
                                                          ----------------------
                                                           1999   2000    2001
                                                          ------ ------ --------
                                                             (U.S. dollars in
                                                                thousands)
<S>                                                       <C>    <C>    <C>
Long Lived Assets:
Country of Domicile:
  Ireland................................................ $4,107 $3,233 $101,807
Foreign Countries:
  United States..........................................    298  1,026    2,489
  Germany................................................    153    181      281
  Other..................................................     --     --      437
                                                          ------ ------ --------
    Total................................................ $4,558 $4,440 $105,014
                                                          ====== ====== ========
</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$249,000, US $10,000 and US$nil in the years ended
January 31, 1999, 2000 and 2001, respectively. 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, 2001.

   Under research and development agreements between the Company and Enterprise
Ireland the Company has offset US$80,000, US$174,000 and US$nil against related
research and development expenditure for the years ended January 31, 1999, 2000
and 2001, respectively. 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, 2001.

   In the years ended January 31, 1999, 2000 and 2001 the Company received
US$530,000, US$100,000 and US$nil respectively 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.

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, 1999, 2000 and 2001 respectively.

<TABLE>
<CAPTION>
                               Year Ended January 31
                              ---------------------------
                               1999      2000      2001
                              -------   -------   -------
     <S>                      <C>       <C>       <C>
     Deutsche Verkehrs Bank
      Zentrale...............       1%       11%        6%
                              -------   -------   -------
     Bank of Ireland.........      11%        5%        4%
                              -------   -------   -------
     Which...................      33%       20%       12%
                              -------   -------   -------
</TABLE>

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

                                      F-26
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


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,
                                 -------------------------------
                                   1999       2000       2001
                                   ----       ----       ----
                                  (U.S. dollars in thousands)
     <S>                         <C>        <C>        <C>
                                       241        312        209
                                 ---------  ---------  ---------
</TABLE>

   As described in Note 6 the Company leases the new 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 term of the lease are no less favorable
than those that could be obtained in arms-length transactions. The Company have
agreed to enter into a second lease agreement with John and Cyril McGuire under
which they will lease a building, located adjacent to the building currently
under lease from John and Cyril McGuire.

   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. 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 $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.

   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,
                                                       -------------------------
                                                         1999     2000    2001
                                                       -------- -------- -------
                                                           (U.S. dollars in
                                                              thousands)
     <S>                                               <C>      <C>      <C>
     Revenues......................................... $  1,777 $  2,005 $  665
     Balances due from VISA...........................      414      399    133
</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.

                                      F-27
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   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 $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 $3 million.

   During the year ended January 31, 1999, 2000 and 2001 respectively, the
Company incurred expenditure of US$50,000,US$0 and US$150,000 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 of
US$39.3 million. The total consideration comprises the issuance of 1.2 million
ADSs with a value of US$29 million at the time of the acquisition, US$10
million in cash, and related costs. A further US$5 million may become payable
in cash if performance targets are achieved over the next two years. The
achievement of these targets 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 of US$39.3 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$29.8 million and net assets
acquired of US$0.5 million. Both non-current assets and goodwill are being
amortized on a straight-line basis over their estimated useful economic lives
of three years.

   On November 15, 2000, the Company acquired substantially all the assets of
Sursoft, a privately held company in Latin America, for total consideration of
US$11.0 million. The total purchase costs comprise US$4.7 million in cash,
deferred consideration of US$6.0 million payable in cash, and transaction costs
of US$0.3 million. In addition, we will be required to pay an additional amount
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, if this amount cumulatively exceeds
$2.2 million. 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 have additionally agreed to purchase a further number of ADSs
for a total cash consideration of $1.5 million on or around the first
anniversary of the closing date of the acquisition.

   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$11.0 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$7.9 million and net assets acquired of nil. Both non-
current assets and goodwill are being amortized on a straight-line basis over
their estimated useful economic lives of three years.

                                      F-28
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   On November 20, 2000, the Company acquired Exceptis Technologies Limited, a
privately held company in Ireland, for total consideration of US$16.5 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 acquisition, 43,326 replacement
options over the Company's Ordinary Shares with a fair value of US$433,000,
liabilities assumed of US$1.5 million and related acquisition costs of US$0.5
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 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. If certain performance criteria are met
in the following two year period additional consideration is payable by the
issuance of additional ADSs. The maximum number of ADSs issuable is 892,857 and
if the ADS price at the date of issuance is greater than US$14 per ADS the
maximum additional consideration payable will be US$12.5 million.

   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$16.5 million, comprising the fair value of
the shares and replacement options issued, the replacement vested options over
the Company's Ordinary Shares, 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$15.7 million and net liabilities assumed of US$1.5
million. Both other non-current assets and goodwill are being amortized on a
straight-line basis over their 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$31.0 million subject to final adjustment based on the total
amount of liabilities assumed. The final consideration totalled US$33.9
million. The consideration comprises US$15.6 million in cash, net of cash
acquired, the assumption of liabilities of US$17.7 million and related
acquisition costs of US$0.6 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 ePayment 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$33.9 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$28.6 million less deferred income of US$5.0 million. Both
non-current assets and goodwill are being amortized on a straight-line basis
over their useful economic lives of three years.

                                      F-29
<PAGE>

                               TRINTECH GROUP PLC

          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS--(Continued)


   The following table represents unaudited consolidated pro forma financial
information as if the Company had acquired Checkline, Sursoft, Exceptis, and
Globeset as of February 1, 1999, the beginning of the earliest period
presented. The pro forma data are presented for illustrative purposes only and
are not necessarily indicative of the combined financial position or results of
operations of future periods. The results include the effects of the
amortization of goodwill and acquired intangible assets and adjustments to the
income tax provision to reflect the taxable income earned by Checkline in the
United Kingdom.

<TABLE>
<CAPTION>
                                                     Year ended January 31,
                                                     ------------------------
                                                        2000         2001
                                                     -----------  -----------
                                                        (U.S. dollars in
                                                           thousands)
                                                           (Unaudited)
   <S>                                               <C>          <C>
   Revenue.......................................... $    51,756  $    64,338
   Net Income (loss)................................     (47,595)     (60,927)
   Net Income (loss) per Ordinary Share.............       (2.23)       (2.08)
   Shares used in calculating basic and diluted net
    Income (loss) per Ordinary Share................  21,328,744   29,228,313
   Net Income (loss) per ADS........................       (1.12)       (1.04)
</TABLE>

20. Subsequent Events (Unaudited)

   On February 27, 2001, the Company announced that it would be taking a
restructuring charge of $2.5 million in the quarter ended April 30, 2001,
primarily in respect of staff terminations and the closing of excess
facilities.

                                      F-30
<PAGE>

                  INDEX TO THE EXHIBITS OF TRINTECH GROUP PLC

<TABLE>
<CAPTION>
  Exhibit
  Number                         Description of Document
  -------                        -----------------------
 <C>      <S>
   1.1    Memorandum and Articles of Association of Trintech Group Limited, as
          amended, dated July 26, 2000
   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 (filed as Exhibit
          10.2 to Trintech's Registration Statement on Form F-1 (File No. 333-
          10738) and incorporated herein by reference)
   4.3    1998 Trintech Group Limited Directors and Consultants Share Option
          Scheme (filed as Exhibit 10.3 to Trintech's Registration Statement on
          Form F-1 (File No. 333-10738) and incorporated herein by reference)
   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 June 1999 (filed as Exhibit 10.21 to Trintech's
          Registration Statement on Form F-1 (File No. 333-10738) and
          incorporated herein by reference)
   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>


                                       1
<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
  4.23    First Amendment to the Lease between Trintech, Inc. and Peninsula
          Office Park Associates, L.P. dated November 1, 1999
  4.24    Asset Purchase Agreement by and among Trintech Technologies Limited,
          Maria Sanchez and Eduardo Spangenberg, dated as of September 12, 2000
  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)
  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)
</TABLE>

                                       2
<PAGE>

<TABLE>
<CAPTION>
  Exhibit
  Number                         Description of Document
  -------                        -----------------------
 <C>      <S>
   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 April 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
   4.39   Sale and Purchase Agreement by and between Trintech Group PLC and
          Exceptis Technologies Limited, dated November 2000
   4.40   Asset Purchase Agreement by and among Trintech Group PLC, Trintech
          Technologies Limited, and Globeset, Inc.
   4.41   Sale and Purchase Agreement by and between Suresh Mirpuri and
          Trintech Group PLC, dated August 24, 2000
   8.1    Subsidiaries of Trintech Group PLC (See pages 34 and 35 of this Form
          20-F)
  10.1    Consent of Ernst & Young
</TABLE>
--------
+ Documents for which confidential treatment has been previously granted.

                                       3