EXHIBIT 99 (a)(1) ------------------------------------------------------------- ------------------- OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS HELD BY ELIGIBLE EMPLOYEES FOR NEW OPTIONS This document constitutes part of a prospectus relating to the...

EXHIBIT 99 (a)(1)
--------------------------------------------------------------------------------

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

OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS HELD BY
ELIGIBLE EMPLOYEES FOR NEW OPTIONS

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

This document constitutes part of a prospectus relating to the 1997 Trintech
Group PLC Share Option Scheme covering securities that have been registered
under the U.S. Securities Act of 1933, as amended.

Participation in the 1997 Trintech Group PLC Share Option Scheme is personal
to the employee and the rights obtained under the 1997 Share Option Scheme are
non-transferable (except for transfer by will or the laws of intestacy). This
offer is being made solely to eligible employees of Trintech Group PLC and, for
the purposes of Irish law, is not intended to constitute an offer to the public.

November 13, 2001

TRINTECH GROUP PLC

Offer to Exchange All Outstanding Unexercised Options Held by Eligible Employees
Granted under the 1997 Trintech Group PLC Share Option Scheme for New Options to
be Granted under the 1997 Trintech Group PLC Share Option Scheme

The offer and withdrawal rights expire at 12:00 midnight, New York City time,
on December 12, 2001 unless the offer is extended.

Trintech Group PLC ("Trintech," "we" or "us") is offering eligible
employees the opportunity to exchange all outstanding, unexercised options to
acquire ordinary shares, as represented by American Depositary Shares ("ADSs"),
granted under the 1997 Trintech Group PLC Share Option Scheme (the "1997 option
scheme") for new options that will be granted under the 1997 option scheme. An
"eligible employee" refers to all employees of Trintech or one of our
subsidiaries who are employees on the date this offer commences and the date on
which the tendered options are cancelled, but only if they are residents of or
employed in Ireland, the United Kingdom, the United States or Germany and are
subject solely to the tax laws of such countries. In addition, all members of
our Board of Directors, all members of our Advisory Board and all of our
executive officers are not "eligible employees" and may not participate in the
offer. We are making the offer upon the terms and conditions described in this
offer to exchange, the related email to eligible employees, the election form,
the notice to change election from accept to reject and the promise to grant new
options (which together, as they may be amended from time to time, constitute
the "offer").

If you meet the eligibility requirements, and subject to the terms of
this offer, you will receive a new option grant to acquire a number of shares
equal to the number of shares subject to the unexercised shares under the old
options you are tendering. You may only tender options for all or none of the
unexercised shares covered by any particular option grant. Subject to the terms
and conditions of this offer, we will grant the new options on the first
business day which is six months and one day after the date we cancel the
options accepted for exchange. The offer will expire at 12:00 midnight, New York
City time, on December 12, 2001, unless we extend the offer. We currently expect
to cancel all options that are properly tendered on December 14, 2001.

If you tender any option grant for exchange, you will be required to
also tender all option grants that you received during the six month period
prior to the date the options accepted for exchange are cancelled. Since we
currently expect to cancel all tendered options on December 14, 2001, this means
that if you participate in the offer, you will be required to tender all options
granted to you since June 13, 2001.

The offer is not conditioned on a minimum number of options being
tendered. Participation in the offer is completely voluntary. The offer is
subject to conditions that we describe under "The Offer - Conditions of the
offer."

If you tender options for exchange as described in the offer, and we
accept your tendered options, then, subject to the terms of the offer, we will
grant you new options under the 1997 option scheme. The exercise price per
equivalent ADS of the new options will be equal to 100% of the fair market value
of our ADSs on the date of grant, as determined by the closing price of our ADSs
reported by the Nasdaq National Market on the last trading day before the date
of grant.

Your new option will not retain the vesting schedule of the old option
it replaces. Rather, the vesting schedule for each new option will depend on the
grant date of the original option that the new option replaces. If the option
you tendered for exchange was granted in or prior to calendar year 1999, your
new option will vest 1/2 on the date of grant and 1/16th of the total shares
subject to the option will vest each quarter thereafter. If the option you
tendered for exchange was granted in calendar year 2000, your new option will
vest 1/4 on the date of grant and 9.38% of the total shares subject to the
option will vest each quarter thereafter. If the option you tendered for
exchange was granted in calendar year 2001, your new option will vest 1/3 on the
first anniversary of the date of grant and 1/12th of the total shares subject to
the option will vest each quarter thereafter.

Although our Board of Directors has approved the offer, neither we nor
our Board of Directors makes any recommendation as to whether you should tender
or not tender your options for exchange. You must make your own decision whether
or not to tender your options.

The ordinary shares underlying your options are currently publicly
traded in the United States and in Germany in the form of ADSs. Each ADS
represents one-half (1/2) of one ordinary share, after taking into account a
two-for-one ADS stock split effected on March 21, 2000. 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, as Depositary.

On November 12, 2001, the last reported sale price during regular
trading hours for our ADSs as reported by the Nasdaq National Market and the
Neuer Markt was $1.80 per ADS and (euro) 2.02 per ADS, respectively.

We recommend that you evaluate current market quotes for our ADSs
before deciding whether or not to tender your options.

Neither the U.S. Securities and Exchange Commission (the "SEC") nor any
state, Irish or foreign securities commission has passed upon the accuracy or
adequacy of the information contained in this offer to exchange. Any
representation to the contrary is a criminal offense.

You should direct questions about the offer or requests for assistance
or for additional copies of this offer to exchange, the related email to
eligible employees, the election form, the notice to change election from accept
to reject and the promise to grant new options to either Trintech, Inc.,
Attention: Xxxxxx Xxxxx, 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx
00000 (telephone: (000) 000-0000 and email: xxxxxx.xxxxx@xxxxxxxx.xxx), or
Trintech Group PLC, Attention: Xxxxxxx

Xxxxx, Trintech Building, South County Business Park, Leopardstown, Dublin 18,
Ireland (telephone: 000-0-000-0000 and email: xxxxxxx.xxxxx@xxxxxxxx.xxx).

IMPORTANT

If you wish to tender your options for exchange, you must complete and
sign the election form in accordance with its instructions, and fax or deliver
it and any other required documents to either Trintech, Inc., Attention: Xxxxxx
Xxxxx, 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 (fax # (650)
000-0000), or Trintech Group PLC, Attention: Xxxxxxx Xxxxx, Trintech Building,
South County Business Park, Leopardstown, Dublin 18, Ireland (fax #
000-0-000-0000).

We are not aware of any jurisdiction where the making of the offer is
not in compliance with applicable law. If we become aware of any jurisdiction
where the making of the offer is not in compliance with any valid applicable
law, we will make a good faith effort to comply with such law. If, after such
good faith effort, we cannot comply with such law, the offer will not be made
to, nor will we accept any tender of options from or on behalf of, option
holders residing in such jurisdictions.

We have not authorized any person to make any recommendation on our
behalf as to whether you should tender or not tender your options through the
offer. You should rely only on the information in this document or to which we
have referred you. We have not authorized anyone to give you any information or
to make any representation in connection with the offer other than the
information and representations contained in this offer document and in the
related email to eligible employees, the election form, the notice to change
election from accept to reject and the promise to grant new options. If anyone
makes any recommendation or representation to you or gives you any information,
you must not rely upon that recommendation, representation or information as
having been authorized by us.

TABLE OF CONTENTS

Page

SUMMARY TERM SHEET .............................................................................................. 1
CERTAIN RISKS OF PARTICIPATING IN THE OFFER ..................................................................... 12
INTRODUCTION .................................................................................................... 16
PURPOSE OF THE OFFER ............................................................................................ 18
THE OFFER ....................................................................................................... 20
Eligibility. .................................................................................................... 20
Basic Terms. .................................................................................................... 20
Extension of offer; termination; amendment. ..................................................................... 22
Procedures for tendering options. ............................................................................... 23
Withdrawal Rights and Change of Election. ....................................................................... 24
Acceptance of options for exchange and issuance of new options. ................................................. 25
Conditions of the offer. ........................................................................................ 26
Effect of a Change of Control Prior to the Granting of New Options. ............................................. 27
Terms of new options. ........................................................................................... 28
Status of options acquired by us in the offer; accounting consequences of the offer. ............................ 34
LEGAL MATTERS; REGULATORY APPROVALS ............................................................................. 34
TAXATION ........................................................................................................ 35
Material U.S. Federal Income Tax Consequences. .................................................................. 35
Material Tax Consequences for Non-U.S.-Based Employees. ......................................................... 37
INFORMATION CONCERNING TRINTECH ................................................................................. 38
Our Company. .................................................................................................... 39
Financial Information. .......................................................................................... 39
Price range of shares underlying the options. 42
Interests of directors and officers; transactions and arrangements concerning the options. ...................... 43
ADDITIONAL INFORMATION .......................................................................................... 44
MISCELLANEOUS ................................................................................................... 45

SUMMARY TERM SHEET

The following are answers to some of the questions that you may have about the
offer. We urge you to read carefully the remainder of this offer to exchange,
the related email to eligible employees, the election form, the notice to change
election from accept to reject and the promise to grant new options because the
information in this summary is not complete, and additional important
information is contained in the remainder of this offer to exchange and the
related email to eligible employees, the election form, the notice to change
election from accept to reject and the promise to grant new options. We have
included page references to the remainder of this offer to exchange where you
can find a more complete description of the topics in this summary.

Q: What securities are you offering to exchange?

A: We are offering to exchange all outstanding, unexercised options to
acquire ordinary shares, as represented by American Depositary Shares
("ADSs"), granted to eligible employees under the 1997 Trintech Group
PLC Share Option Scheme (the "1997 option scheme") for new options
granted under the 1997 option scheme. (Page 16)

Q. Who qualifies as an eligible employee?

A. An "eligible employee" refers to all employees of Trintech Group PLC or
one of our subsidiaries who: (i) are employees on the date this offer
commences and the date on which the tendered options are cancelled;
(ii) are residents of or employed in Ireland, the United Kingdom, the
United States or Germany; and (iii) are subject solely to the tax laws
of such countries. Members of our Board of Directors, members of our
Advisory Board and all of our executive officers, however, are not
---
"eligible employees" and may not participate in the offer. (Page 20)
---

Q. Are employees resident or employed outside of the United States
eligible to participate?

A. Only certain employees resident or employed outside of the United
States are eligible to participate. Employees who are otherwise
"eligible employees" and (i) are either residents of or employed in
Ireland, Germany or the United Kingdom, and (ii) are subject solely to
the tax laws in such countries or the United States are eligible to
participate. Please be sure to read the section entitled "Taxation -
Material Tax Consequences for Non-U.S.-Based Employees." (Page 20)

Q. Why are we making the offer?

A. We believe that granting stock options motivates high levels of
performance and provides an effective means of recognizing employee
contributions to the success of our company. The offer provides an
opportunity for us to offer eligible employees a valuable incentive to
stay with Trintech. Some of our outstanding options, whether or not
they are currently exercisable, have exercise prices per equivalent ADS
that are significantly higher than the current market price of our
ADSs. Since the new options will have an exercise price based on the
market value of our ADSs on the grant date, we intend to provide our
eligible employees with the benefit of owning options that over time
may have a greater potential to increase in value, create better
performance incentives for eligible employees and thereby maximize
stockholder value. (Page 18)

Q. What are the conditions to the offer?

A. The offer is subject to a number of conditions, including the
conditions described under "The Offer - Conditions to the Offer." The
offer, however, is not conditioned on a minimum number of options being
tendered. Participation in the offer, of course, is completely
voluntary. (Page 26)

Q. Are there any eligibility requirements that I must satisfy after the
expiration date of the offer to receive the new options?

A. To receive a grant of new options through the offer and under the terms
of the 1997 option scheme you must be employed by Trintech or one of
our subsidiaries as of the date the new options are granted.

As discussed below, subject to the terms of this offer, we will not
grant the new options until the first business day which is six months
and one day after we cancel your options accepted for exchange. If, for
any reason, you do not remain an employee of Trintech or one of our
subsidiaries through the date we grant the new options, you will not
receive any new options or other compensation in exchange for your
tendered options that have been accepted for exchange and cancelled.
(Page 20)

Q. How many new options will I receive in exchange for my tendered
options?

A. If you meet the eligibility requirements and subject to the terms of
this offer, we will grant you new options to purchase the number of
shares equal to the number of shares subject to the unexercised options
that you tender. New options will be granted under the 1997 option
scheme, unless prevented by law or applicable regulations. All new
options will be subject to a new option agreement between you and us.
All employees of Trintech resident or employed in the United Kingdom
are required to enter into a joint election, in a form approved by the
U.K. Inland Revenue, whereby you agree to accept the transfer of the
whole of the National Insurance Liability related to the new options.
Subject to any comments we receive from the U.K. Inland Revenue, we
anticipate that the joint election you will be required to sign will be
in substantially the form provided to you in connection with this
offer. You must execute the new option agreement , and the joint
election, if applicable to you, before receiving the new options. (Page
20)

Q. When will I receive my new options?

A. We will not grant the new options until the first business day that is
six months and one day after the cancellation date of the old options.
Our Board of Directors has selected this date as the actual grant date
for the new options. If we cancel tendered options on December 14,
2001, which is the scheduled date for the cancellation of the options,
the new options will not be granted until June 17, 2002. (Page 25)

Q. Why wait 6 months and 1 day to grant the new options?

A. If we were to grant the new options on any date which is earlier than
six months and one day after the date we cancel the options accepted
for exchange, we would be subject to onerous accounting charges. We
would be required for U.S. financial reporting purposes to treat the

new options as variable awards. This means that we would be required to
record any net increase in the company's share price compared to the
fair market value of the shares at the date of grant as a compensation
expense for the new options issued under this offer. We would have to
continue this variable accounting for these new options until they were
exercised, forfeited or terminated. The higher the market value of our
shares, the greater the compensation expense we would have to record.
This compensation expense could impact our financial results and
therefore our stock price. By deferring the grant of the new options
for six months and one day, we believe we will not have to treat the
new options as variable awards. (Page 34)

Q. If I tender options in the offer, will I be eligible to receive other
option grants before I receive my new options?

A. No. If we accept options you tender in the offer, you will not be
granted any other options such as annual, bonus or promotional options,
until the grant date of your new options at the earliest. We will defer
the grant to you of any of these other options for which you may
otherwise be eligible to avoid incurring compensation expense against
our earnings because of accounting rules that could apply to these
interim option grants as a result of the offer. After the grant date of
your new options, you will once again be eligible to receive other
option grants. You will not, however, receive any options if you are no
longer an employee of Trintech or one of our subsidiaries on the date
of the new option grant. (Page 25)

Q. Will I be required to give up all my rights to the cancelled options?

A. Yes. Once we have accepted options tendered by you, your options will
be cancelled and you will no longer have any rights under those
options. We currently expect to accept all properly tendered options on
December 14, 2001. You have the right to change your election regarding
particular tendered options at any time before the expiration of the
offer. The offer is scheduled to expire at 12:00 midnight, New York
City time, on December 12, 2001 unless we extend it. Thus, if for any
reason, you do not remain an employee of Trintech or one of our
subsidiaries through the date we grant the new options, you will not
receive any new options or other compensation in exchange for your
tendered options that have been accepted for exchange and cancelled.
(Page 20)

Q. What will the exercise price of the new options be?

A. The exercise price per equivalent ADS of the new options will be equal
to 100% of the fair market value of our ADSs on the date of grant, as
determined by the closing price of our ADSs reported by the Nasdaq
National Market on the last trading day before the date of grant.
Accordingly, we cannot predict the exercise price of the new options.
The new options may have a higher exercise price than some or all of
your existing options. We recommend that you evaluate current market
quotes for our ADSs on the Nasdaq National Market and the Neuer Markt
before deciding whether or not to tender your options. (Page 29)

Q. When will the new options vest?

A. Your new option will not retain the vesting schedule of the old option
it replaces. Rather, the vesting schedule for each new option will
depend on the grant date of the original option that the new option
replaces. If the option you tendered for exchange was granted in or
prior to calendar year 1999, your new option will vest1/2on the date of
grant and 1/16th of the total shares subject to the option will vest
each quarter thereafter. If the option you tendered for exchange was
granted in calendar year 2000, your new option will vest1/4on the date
of grant and 9.38% of the total shares subject to the option will vest
each quarter thereafter. If the option you tendered for exchange was
granted in calendar year 2001, your new option will vest 1/3 on the
first anniversary of the date of grant and 1/12th of the total shares
subject to the option will vest each quarter thereafter. For example:

Example 1.
----------

If Your Old Option Was Granted in or prior to 1999:
---------------------------------------------------

Assume you tender an old option to acquire 1,200 equivalent ADSs that
was granted on December 22, 1999 and is scheduled to vest 1/12th of the
total shares each quarter commencing on the first quarter following the
first anniversary of the date of grant:

Old option (cancelled):
-----------------------

Total number of equivalent ADSs: 1,200

Grant date: December 22, 1999

Old vesting schedule: 1/12th of the total shares vests each
quarter beginning March 22, 2001

Total number of shares that would have vested on the expected
grant date (June 17, 2002): 500 equivalent ADSs (5/12th of
shares subject to the option)

Scheduled full vesting date of old option: December 22, 2003

Your new option will vest as follows, assuming it is granted on
June 17, 2002:

New Option:
-----------

Total number of equivalent ADSs: 1,200

Grant date: June 17, 2002

New vesting schedule:1/2 vest at June 17, 2002, and 1/16th of
the total shares vest on each subsequent quarter thereafter

Total number of shares vested on the expected date of grant:
600 equivalent ADSs

Scheduled full vesting date of new option: June 17, 2004

Example 2.
----------

If Your Old Option Was Granted in 2000:
---------------------------------------

Assume you tender an old option to acquire 3,600 equivalent ADSs that
was granted on March 1, 2000 and is scheduled to vest 1/12th of the
total shares each quarter commencing on the first quarter following the
first anniversary of the date of grant:

Old option (cancelled):
-----------------------

Total number of equivalent ADSs: 3,600

Grant date: March 1, 2000

Old vesting schedule: 1/12th of the total shares vest each
quarter beginning June 1, 2001

Total number of shares vested on the expected date of grant
(June 17, 2002): 1,500 equivalent ADSs (5/12th of the shares
subject to the option)

Scheduled full vesting date of old option: March 1, 2004

The new option would vest as follows, assuming it is granted
on June 17, 2002:

New Option:
-----------

Total number of equivalent ADSs: 3,600

Grant date: June 17, 2002

New vesting schedule:1/4vest at June 17, 2002. and 9.38% of
the total shares vest each quarter thereafter.

Total number of shares vested on the expected date of grant:
900 equivalent ADSs

Scheduled full vesting date of new option: June 17, 2004

Example 3.
----------

If Your Old Option Was Granted in 2001:
---------------------------------------

Assume you tender an old option to acquire 4,200 equivalent ADSs that
was granted on February 1, 2001 and is scheduled to vest 1/12th of the
total shares each quarter commencing on the first quarter following the
first anniversary of the date of grant:

Old option (cancelled):
-----------------------

Total number of equivalent ADSs: 4,200

Grant date: February 1, 2001

Old vesting schedule: 1/12th of the total shares vest each
quarter beginning May 1, 2002

Total number of shares vested on the expected date of grant
(June 17, 2002): 350 equivalent ADSs (1/12th of shares
subject to the option)

Scheduled full vesting date of old option: May 1, 2005

The new option would vest as follows, assuming it is granted on June
17, 2002:

New Option:
-----------

Total number of equivalent ADSs: 4,200

Grant date: June 17, 2002

New vesting schedule: 1/3 vest at June 17, 2003, and 1/12th
of the total shares subject to the options vest each quarter
thereafter.

Total number of shares vested on the expected date of grant:
None.

Scheduled full vesting date of new option: June 17, 2005
(Page 29)

Q. What if we enter into a merger or other similar transaction?

A. It is possible that, prior to the grant of new options, we might effect
or enter into an agreement such as a merger or other similar
transaction. The promise to grant new stock options which we will give
you is a binding commitment, and any successor to our company will be
legally obligated by that commitment.

You should be aware that these types of transactions could have
substantial effects on our share price, including potentially
substantial appreciation in the price of our shares. Depending on the
structure of this type of transaction, tendering option holders might
be deprived of any further price appreciation in the shares associated
with the new options. In addition, in the event of an acquisition of
our company for stock, tendering option holders might receive options
to purchase shares of a different issuer. (Page 27)

Q. What are the circumstances where I would not be granted new options?

A. Even if we accept your tendered options, we will not grant new options
to you if we are prohibited by applicable law or regulations from doing
so. Such a prohibition could result from changes in U.S. Securities and
Exchange Commission rules, regulations or policies, Nasdaq National
Market listing requirements, the Neuer Markt rules, regulations or
policies or Irish, U.S. or other foreign laws applicable to Trintech,
our subsidiaries or any of our respective eligible employees. We will
use reasonable efforts to avoid the prohibition, but if it is
applicable, you will not be granted a new option. We do not anticipate
any such prohibitions and are referring to the possibility in an
abundance of caution. (Page 34)

Also, (i) if you are no longer an employee of Trintech or one of our
subsidiaries on the date we grant new options, or (ii) if you are a
Trintech employee resident or employed in the United Kingdom and you
have not submitted a joint election (once approved by the U.K. Inland
Revenue) signed by you, you will not receive any new options. (Page 20)

Q. If I choose to tender an option which is eligible for exchange, do I
have to tender all the shares in that option?

Yes. We are not accepting partial tenders of options. You may, however,
tender the remaining portion of an option which you have partially
exercised. Accordingly, you may tender one or more of your option
grants, but you may only tender all of the shares subject to each
option or none of those shares. Also, if you decide to tender any of
your options, then you must tender all of your options that were
granted to you during the six-month period

prior to the cancellation of any options that you tender. Since we
currently expect to cancel all tendered options on December 14, 2001,
this means that if you participate in the offer, you will be required
to tender all options granted to you since June 13, 2001.

For example, assuming that we cancel the options tendered for exchange
on December 14, 2001, and you hold

(i) an option to purchase 2,000 equivalent ADSs granted
on October 1, 1999, 1,400 equivalent ADSs of which
you have already exercised,

(ii) an option to purchase 2,000 equivalent ADSs granted
on February 1, 2000,

(iii) an option to purchase 4,000 equivalent ADSs granted
on December 31, 2000, and

(iv) an option to purchase 6,000 equivalent ADSs granted
on August 1, 2001.

Using this example, you may tender:

o none of your options,

o your first option grant covering all 600 remaining unexercised
equivalent ADSs and your fourth option grant covering all
---
6,000 equivalent ADSs,

o your second option grant covering all 2,000 equivalent ADSs
and your fourth option grant covering all 6,000 equivalent
---
ADSs,

o your third option grant covering all 4,000 equivalent ADSs and
---
your fourth option grant covering all 6,000 equivalent ADSs,

o all remaining unexercised equivalent ADSs with respect to two
of your first three option grants and your fourth option grant
---
covering all 6,000 equivalent ADSs,

o all remaining unexercised equivalent ADSs under all four of
your option grants, or

o your fourth option grant covering all 6,000 equivalent ADSs.

In this example, the above describes your only choices. For example,
you may not tender options with respect to only 300 equivalent ADSs (or
any other partial amount) under the first option grant or less than all
of the shares under the second, third or fourth option grants.

If, however, no options were granted to you during the six-month period
prior to the date we cancel the options tendered for exchange so that,
using the above example, you were not granted the fourth option on
August 1, 2001, then you may tender:

o none of your options,

o your first option grant covering all remaining unexercised 600
equivalent ADSs,

o your second option grant covering all 2,000 equivalent ADSs,

o your third option grant covering all 4,000 equivalent ADSs,

o all remaining unexercised equivalent ADSs with respect to two
of your three option grants, or

o all remaining unexercised equivalent ADSs under all three of
your option grants.

(Page 20)

Q. What happens to options that I choose not to tender or that are not
accepted for exchange?

A. Options that you choose not to tender for exchange or that we do not
accept for exchange retain their current exercise price and current
vesting schedule and remain outstanding until you exercise them or they
expire by their terms. In addition, if you decide not to participate in
the offer, you will continue to be eligible to receive other option
grants.

If you are a U.S. tax resident or otherwise subject to U.S. tax
regulations, you should note that there is a risk that, even if you do
not participate in this offer, any incentive stock options you hold may
be affected. We believe that you will not be subject to current U.S.
federal income tax if you do not elect to participate in the offer. We
also believe that the offer will not change the U.S. federal income tax
treatment of subsequent grants and exercises of your incentive stock
options (and sales of shares acquired upon exercise of such options) if
you do not participate in the offer.

However, the IRS may characterize the offer as a "modification" of
those incentive stock options, even if you decline to participate. In
1991, the IRS issued a private letter ruling in which an option
exchange program was characterized as a "modification" of the incentive
stock options that could be exchanged. This does not necessarily mean
that our offer to exchange your eligible options will be viewed in the
same way. Private letter rulings issued by the IRS contain the IRS's
opinion regarding only the specific facts presented by a specific
person or company. The person or company receiving the letter may rely
on it, but no other person or company may rely on the letter ruling or
assume the opinion would apply to their situation, even if the facts at
issue are similar. While such letters do not provide certainty, they
may indicate how the IRS will view a similar situation. We therefore do
not know whether the IRS will assert the position that our offer
constitutes a "modification" of incentive stock options that can be
tendered for exchange. If the IRS successfully asserted this position,
the options' holding period to qualify for favorable tax treatment
could be extended. Accordingly, to the extent you dispose of your
incentive stock option shares prior to the lapse of the new extended
holding period, your incentive stock option could be taxed similarly to
a non-qualified stock option. (Page 35)

Q. If my existing options are incentive stock options, will my new options
be incentive stock options?

A. Not necessarily. If your current options are incentive stock options,
your new options will be granted as incentive stock options to the
maximum extent they qualify as incentive stock options under the tax
laws on the date of grant. One requirement for options to qualify as
incentive stock options under the current U.S. tax laws is that the
value of the shares subject to options that first become exercisable by
the option holder in any calendar year cannot

exceed U.S. $100,000, as determined using the option exercise price.
The excess value is deemed to be non-statutory stock option, which is
an option that is not qualified to be an incentive stock option under
the current U.S. tax laws. (Page 35)

Q. Will I have to pay taxes if I exchange my options in the offer?

A. If you are a U.S. tax resident or otherwise subject to U.S. tax
regulations and you exchange your existing options for new options, you
should not be required under current law to recognize income for U.S.
federal income tax purposes at the time of the exchange. Further, at
the grant date of the new options, you will not be required under
current law to recognize income for U.S. federal income tax purposes.
We recommend that you consult with your own tax advisor to determine
the tax consequences of tendering options through the offer. If you are
an eligible employee based outside the United States, we recommend that
you consult with your own tax advisor to determine the tax and social
security contribution consequences of the offer under the laws of the
country in which you live and work. (Page 35)

Q. When does the offer expire? Can the offer be extended, and if so, how
will I be notified if it is extended?

A. The offer expires on December 12, 2001, at 12:00 midnight, New York
City time, unless we extend it. We may, in our discretion, extend the
offer at any time, but we cannot assure you that the offer will be
extended or, if extended, for how long. If the offer is extended, we
will make a public announcement of the extension no later than 9:00
a.m., New York City time, on the next business day following the
previously scheduled expiration of the offer period. (Page 22)

Q. How do I tender my options?

A. If you decide to tender your options, you must deliver, before 12:00
midnight, New York City time, on December 12, 2001 (or such later date
and time as we may extend the expiration of the offer), a properly
completed and executed election form (or a faxed copy of it) and any
other documents required by the election form to either:

o Trintech, Inc., Attention: Xxxxxx Xxxxx, 0000 Xxxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 (fax # (000) 000-0000),
or

o Trintech Group PLC, Attention: Xxxxxxx Xxxxx, Trintech
Building, South County Business Park, Leopardstown, Dublin 18,
Ireland (fax # 000-0-000-0000).

This is a one-time offer, and we will strictly enforce the tender offer
period. We reserve the right to reject any or all tenders of options
that we determine are not in appropriate form or that we determine are
unlawful to accept. Subject to our rights to extend, terminate and
amend the offer, we currently expect that we will accept all properly
tendered options on December 14, 2001, which is two days after the
expected expiration of the offer. (Page 23)

Q. During what period of time may I withdraw my election to tender my
options?

A. You may withdraw your election to tender your options at any time
before the offer expires at 12:00 midnight, New York City time, on
December 12, 2001. If we extend the offer beyond that time, you may
withdraw your election to tender your options at any time until the
extended expiration of the offer. In addition, although we currently
intend to accept validly tendered options two days after the expiration
of this offer, if we have not previously accepted your tendered
options, you may withdraw your tendered options at any time after
January 11, 2002 To withdraw tendered options, you must deliver a
signed notice to change election from accept to reject (or a faxed copy
of it), with the required information while you still have the right to
withdraw the tendered options to either:

o Trintech, Inc., Attention: Xxxxxx Xxxxx, 0000 Xxxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 (fax # (000) 000-0000),
or

o Trintech Group PLC, Attention: Xxxxxxx Xxxxx, Trintech
Building, South County Business Park, Leopardstown, Dublin 18,
Ireland (fax # 000-0000-0000).

Once you have withdrawn your previously tendered options,
you may re-tender options only by again following the delivery
procedures described above prior to the expiration of the offer.
(Page 24)

Q. Can I change my election regarding particular tendered options?

A. Yes, you may change your election regarding particular tendered options
at any time before the offer expires at 12:00 midnight, New York City
time, on December 12, 2001. If we extend the offer beyond that time,
you may change your election regarding particular tendered options at
any time until the extended expiration of the offer. In order to change
your election, you must deliver a new election form (or faxed copy of
it), which includes the information regarding your new election, and is
clearly dated after your original election form to either:

o Trintech, Inc., Attention: Xxxxxx Xxxxx, 0000 Xxxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 (fax # (000) 000-0000),
or

o Trintech Group PLC, Attention: Xxxxxxx Xxxxx, Trintech
Building, South County Business Park, Leopardstown, Dublin 18,
Ireland (fax # 000-0000-0000). (Page 24)

Q. Do we and our Board of Directors recommend that I take the offer?

A. Although our Board of Directors has approved the offer, neither we nor
our Board of Directors makes any recommendation as to whether you
should tender or not tender your options. You must make your own
decision whether or not to tender options. We strongly urge you to read
this offer to exchange, the related email to eligible employees, the
election form, the notice to change election from accept to reject and
the promise to grant new options before making your decision. For a
summary of the risks relating to the offer, please see "Certain Risks
of Participating in the Offer". For questions regarding tax
implications or other investment-related questions, you should talk to
your own legal counsel, accountant and/or financial advisor. (Page 19)

Q. Who can I talk to if I have questions about the offer?

A. For additional information or assistance, you should contact either:

Xxxxxx Xxxxx
Xxxxxxxx, Inc.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000
(telephone: (000) 000-0000 or email: xxxxxx.xxxxx@xxxxxxxx.xxx),

Xxxxxxx Xxxxx
Trintech Group PLC
Trintech Building
South County Business Park
Leopardstown, Dublin 18, Ireland
(telephone: 000-0-000-0000 or email: xxxxxxx.xxxxx@xxxxxxxx.xxx).

CERTAIN RISKS
OF PARTICIPATING IN THE OFFER

Participation in the offer involves a number of potential risks,
including those described below. This list and the risk factors, beginning on
page 7 in Trintech's Annual Report on Form 20-F filed on May 17, 2001 and on
page 26 in Trintech's Quarterly Report on Form 6-K for the quarter ended July
31, 2001 filed on September 14, 2001, highlight the material risks of
participating in this offer and investing in our company. Eligible participants
should carefully consider these risks and are encouraged to speak with an
investment and tax advisor as necessary before deciding to participate in the
offer. In addition, we strongly urge you to read the rest of this offer to
exchange, along with the related email to eligible employees, the election form,
the notice to change election from accept to reject and the promise to grant new
options for a xxxxxx discussion of the risks which may apply to you, before
deciding to participate in this exchange offer.

Economic Risks

Participation in the offer will make you ineligible to receive new options until
June 17, 2002 at the earliest.

Employees are generally eligible to receive option grants at any time
that our Board of Directors or Compensation Committee chooses to make them.
However, if you participate in the offer, you will not be eligible to receive
any new options until June 17, 2002 at the earliest.

If, after your options are cancelled, the share price increases, your cancelled
options might have been worth more than the new options that you receive in
exchange for them.

We cannot predict the exercise price of the new options. Because we
will not grant new options until the first business day that is six months and
one day after the date we cancel your tendered options, the new options may have
a higher exercise price than some or all of your existing options. For example,
if you cancel options with an exercise price of $20 per equivalent ADS, and
Trintech's share price appreciates to $35 per ADS when the new option grants are
made, your new option will have a higher exercise price than the cancelled
option.

If your employment terminates prior to the grant of the new option, you will
receive neither a new option nor the return of your cancelled option.

Once your option is cancelled, it is forfeited for good. Accordingly,
if your employment terminates for any reason prior to the grant of the new
option, you will have the benefit of neither the cancelled option nor the new
option.

If we are prohibited by applicable law or regulations from granting new options,
you will receive neither a new option nor the return of your cancelled option.

We will not grant new options to you if we are prohibited by applicable
law or regulations from doing so. Such a prohibition could result from changes
in Irish laws, foreign laws, U.S. Securities and Exchange Commission rules,
regulations or policies, Nasdaq National Market listing requirements, Neuer
Markt rules, regulations or policies or Irish, U.S. or other foreign laws
applicable to Trintech, our subsidiaries or any of our respective employees. We
are unaware of such

prohibition at this time, and we will use reasonable efforts to effect the
grant, but if the grant is prohibited as of the date of grant we will not grant
you any new options and you will not get any other compensation for the options
you tendered. We do not anticipate any such prohibitions and are referring to
the possibility in an abundance of caution.

If, after your options are cancelled but prior to granting you the new options,
we enter into a merger or other similar transaction, the price of our shares
could increase and you may be deprived of the benefit of such increase or your
right to receive options to acquire our shares could become a right to receive
options to receive shares of the acquiring company.

It is possible that, after we cancel your existing options but prior to
granting you the new options, we might effect or enter into an agreement such as
a merger or other similar transaction. You should be aware that these types of
transactions could have a substantial effect on our share price, including
potentially a substantial appreciation in the price of our shares. Depending on
the structure of this type of transaction, if we have cancelled your existing
options you might be deprived of any further price appreciation in the shares
associated with the new options. For example, if our shares were acquired in a
cash merger, the fair market value of our shares, and hence the price at which
we grant the new options, would likely be a price at or near the cash price
being paid for the shares in the transaction, yielding limited or no financial
benefit to you. In addition, in the event of an acquisition of our company for
stock, you might receive options to purchase shares of a different issuer.

Tax-Related Risks for employees subject to U.S. tax laws.

Your new option may be a nonstatutory stock option, whereas your cancelled
option may have been an incentive stock option.

If your cancelled option was an incentive stock option, your new option
will be an incentive stock option, but only to the extent that it qualifies
under the Internal Revenue Code of 1986, as amended. One requirement for options
to qualify as incentive stock options is that the value of shares subject to
options that first become exercisable by the option holder in any calendar year
cannot exceed U.S.$100,000, as determined using the option exercise price. It is
possible that by participating in this exchange, your options will exceed this
limit and will be treated as nonstatutory stock options. In general,
nonstatutory stock options are less favorable to you from a tax perspective. For
more detailed information, please read the rest of the offer to exchange, and
see the tax disclosure set forth in the prospectus for the 1997 option scheme.

Even if you elect not to participate in this offer, your incentive stock options
may be affected.

We believe that you will not be subject to current U.S. federal income
tax if you do not elect to participate in the offer. We also believe that the
offer will not change the U.S. federal income tax treatment of subsequent grants
and exercises of your incentive stock options (and sales of shares acquired upon
exercise of such options) if you do not participate in the offer.

regarding only the specific facts presented by a specific person or company. The
person or company receiving the letter may rely on it, but no other person or
company may rely on the letter ruling or assume the opinion would apply to their
situation, even if the facts at issue are similar. While such letters do not
provide certainty, they may indicate how the IRS will view a similar situation.
We therefore do not know whether the IRS will assert the position that our offer
constitutes a "modification" of incentive stock options that can be tendered for
exchange. If the IRS successfully asserted this position, the options' holding
period to qualify for favorable tax treatment could be extended. Accordingly, to
the extent you dispose of your incentive stock option shares prior to the lapse
of the new extended holding period, your incentive stock option could be taxed
similarly to a non-qualified stock option.

Tax-Related Risks for Non-U.S. Residents

Employees who are subject to the tax laws of Ireland.

For eligible non-U.S. employees subject to the tax laws of Ireland,
liability to tax is determined by the residence position of the individual at
the time the option is granted, even where tax only becomes payable on the
exercise of the option. If you were non-resident for Irish tax purposes at the
date of grant of the original option but are Irish resident at the date of grant
of the new option, a liability to tax will crystallize when you exercise your
option. Subject to the above, the grant of new options should not give rise to
any additional liability. We recommend that you read carefully the information
under the caption "Material tax consequences for Non-U.S.-based employees -
Employees who are tax resident in Ireland" and you consult you own tax advisor
with respect to the tax implications of the offer.

Employees who are subject to the tax laws of the United Kingdom.

For eligible non-U.S. employees subject to the tax laws of the United
Kingdom, the tax implication for the new option may be significantly different
from the existing options. As such we recommend you read carefully the
information under the caption "Material tax consequences for Non-U.S.-based
employees - Employees who are tax resident in the United Kingdom" and you seek
the advice of your personal tax advisor regarding the tax implications of this
offer. In particular, you should be aware that your new options will be granted
through an unapproved share scheme. Such options will therefore be subject to
the execution of a joint election between you and Trintech that provides for the
transfer of secondary (employer's) Class 1 National Insurance Contribution
liability in connection with the exercise, assignment or release of the new
option by you.

By accepting the new option you will be consenting to and agreeing to
satisfy any liability that arises with respect to secondary (employer's) Class 1
National Insurance Contribution payments in connection with the exercise,
assignment or release of the new option. In addition, if you accept the new
option, a term of the joint election will be that you will be authorizing
Trintech to withhold any such secondary (employer's) Class 1 National Insurance
Contribution (NICs) from the payroll at any time or the sale of a sufficient
number of shares upon exercise, assignment, release or cancellation of the new
options. The effect of this is that you will be obligated to pay 11.9% (under
current rates) of the gain on your option exercise as secondary (employer's)
NICs, without any limit. This amount is at least partially deductible against
your income tax.

Employees who are subject to the tax laws of Germany.

For eligible non-U.S. employees subject to the tax laws of Germany, we
do not believe that the cancellation of existing options and the grant of new
options should give rise to any additional tax liability. However, we recommend
that you that you read carefully the information under the caption "Material tax
consequences for Non-U.S.-based employees - Employees who are tax resident in
Germany", and you consult with your tax advisor regarding the tax implications
of the offer.

Business-Related Risks

For a description of risks related to Trintech's business, please see
the information under "Miscellaneous" in this offer to exchange.

INTRODUCTION

If you meet the eligibility requirements, and subject to the terms of
this offer, you will receive a new option grant to purchase a number of shares
equal to the number of shares subject to the unexercised shares under the old
options you are tendering. You may only tender options for all or none of the
unexercised shares subject to a particular option grant. Partial tenders
consisting of some, but not all, of the unexercised shares subject to an option
grant will not be accepted. Subject to the terms and conditions of this offer,
we will grant the new options on the first business day which is six months and
one day after the date we cancel the options accepted for exchange. The grant
date for the new options will be June 17, 2002, unless the offer is extended, in
which case the grant date of the new options will be six months and one day
after the cancellation of the options accepted for exchange.

The offer is currently scheduled to expire at 12:00 midnight, New York
City time on December 12, 2001, and we currently expect to cancel options on
December 14, 2001. If you tender any option grant for exchange, you will be
required to also tender all option grants that you received during the six-month
period prior to the date the options tendered for exchange are cancelled. Since
we currently expect to cancel all tendered options on December 14, 2001, this
means that if you participate in the offer, you will be required to tender all
options granted to you since June 13, 2001.

If you tender options for exchange as described in the offer and we
accept your tendered options, then, subject to the terms of the offer, we will
grant you new options under the 1997 option scheme. In order to receive a new
option pursuant to the offer, you must continue to be an employee as of the date
on which the new options are granted, which will be the first business day that
is six months and one day after the options tendered for exchange are cancelled.

The exercise price per equivalent ADS of the new options will be equal
to 100% of the fair market value of our ADSs on the date of grant, as determined
by the closing price of our ADSs reported by the Nasdaq National Market on the
last trading day before the date of grant.

The ordinary shares underlying your options are currently traded in the
Untied States and Germany in the form of ADSs. Each ADS represents one-half
(1/2) of one ordinary share, after taking into account a two-for-one ADS stock
split effected on March 21, 2000. As of November 9, 2001, options to acquire
4,150,612 ordinary shares (8,301,224 equivalent ADSs) were issued and
outstanding under the 1997 option scheme, of which options to purchase
approximately 2,570,833 ordinary shares (5,141,666 equivalent ADSs),
constituting approximately 62% of the total options issued and outstanding under
the 1997 option scheme, were held by eligible employees.

PURPOSE OF THE OFFER

We issued the options outstanding under our 1997 option scheme to:

o attract and retain personnel with exceptional
qualifications for positions of substantial
responsibility,

o encourage our employees to focus on critical
long-range objectives, and

o align employee and stockholder interests.

The offer provides an opportunity for us to offer our eligible
employees a valuable incentive to stay with Trintech. Some of our outstanding
options, whether or not they are currently exercisable, have exercise prices per
equivalent ADSs that are significantly higher than the current market price of
our ADSs. Since the new options will have an exercise price based on the market
value of our ADSs on the grant date, we intend to provide our eligible employees
with the benefit of owning options that over time may have a greater potential
to increase in value, create better performance incentives for eligible
employees and thereby maximize stockholder value. However, because we will not
grant new options until six months and one day after the date we cancel the
options accepted for exchange, the new options may have a higher exercise price
than some or all of our current outstanding options.

From time to time we engage in strategic transactions with business
partners, customers and other third parties. For example, we recently engaged an
investment bank to assist us in evaluating potential joint ventures,
acquisitions, mergers, sales of our business or other business transactions. If
we engage in any such transactions in the future with these or other companies,
such transactions could significantly change our structure, ownership,
organization or management or the make-up of our Board of Directors, and could
significantly affect the price of our shares. If we engage in such a transaction
or transactions before the date we grant the new options, our shares could
increase (or decrease) in value, and the exercise price of the new options could
be higher (or lower) than the exercise price of options you elect to have
cancelled as part of this offer. For example, if our shares were acquired in a
cash merger, the fair market value of our shares, and hence the price at which
we grant the new options, would likely be at a price at or near the cash price
being paid for our shares in the transaction, yielding limited or no financial
benefit to a recipient of the new options for that transaction. In addition, in
the event of an acquisition of our company for stock, tendering option holders
might receive options to purchase shares of a different issuer.

As is outlined under the caption "The Offer - Terms of the new
options", the exercise price per equivalent ADS of any new options granted to
you in return for your tendered options will be equal to 100% of the fair market
value of our ADSs on the date of grant, as determined by the closing price of
our ADSs reported by the Nasdaq National Market on the last trading day before
the date of grant. You will be at risk of any such increase in our share price
before the grant date of the new options for these or other reasons.

Subject to the above, and except as otherwise disclosed in this offer
to exchange or in our filings with the SEC, we presently have no plans or
proposals that relate to or would result in:

o an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving our company or any of
our subsidiaries,

o any purchase, sale or transfer of a material amount of our
assets or any of our subsidiaries,

o any material change in our present dividend rate or policy, or
our indebtedness or capitalization,

o except as described below, any change in our present Board of
Directors or management, including a change in the number or
term of directors or to fill any existing board vacancies or
to change any executive officer's material terms of
employment,

o any other material change in our corporate structure or
business,

o our ADSs being delisted from a national securities exchange or
not being authorized for quotation in an automated quotation
system operated by a national securities association,

o our ADSs becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the U.S. Securities Exchange
Act,

o the suspension of our obligation to file reports pursuant to
Section 15(d) of the U.S. Securities Exchange Act,

o the acquisition by any person of an additional amount of our
securities or the disposition by any person of an amount of
any of our securities, or

o any change in our charter or bylaws, or any actions which may
impede the acquisition of control of us by any person.

We recently adopted a management executive structure to be chaired by
Xxxxxx Xxxxxx who currently serves on our Board of Directors. The management
executive structure is a sub-committee of the Board of Directors and has been
formed to manage our corporate growth and strategic direction. Other Board
members that have been appointed to the new committee are Xxxxx XxXxxxx,
Executive Chairman, Xxxx XxXxxxx, Chief Executive Officer and Xxxx Xxxxx, Chief
Financial Officer. Additionally, Xxxxx Xxxx will assume responsibilities of
Chief Strategy Officer having served as Chief Operating Officer since January
2000.

Neither we nor our Board of Directors makes any recommendation as to
whether you should tender or not tender your options, nor have we authorized any
person to make any such recommendation. You are urged to evaluate carefully all
of the information in this offer to exchange and to consult your own investment
and tax advisors. You must make your own decision whether or not to tender your
options for exchange.

THE OFFER

Eligibility.

You are an "eligible employee" if: (i) you are an employee of Trintech
or one of our subsidiaries on the date this offer commences and the date on
which the tendered options are cancelled; (ii) you are resident of or employed
in Ireland, the United Kingdom, the United States or Germany; (iii) you are
subject solely to the tax laws of such countries; and (iv) you hold outstanding,
unexercised options granted under the 1997 option scheme. Members of our Board
of Directors, members of our Advisory Board and all executive officers are not
eligible employees and may not participate in the offer. A list of all of our
executive officers, members of our Advisory Board and the members of our Board
of Directors is included under the caption "Information Concerning
Trintech--Interests of directors and officers; transactions and arrangements
concerning the options" to this offer to exchange.

In order to receive a new option, you must remain an employee as of the
date the new options are granted, which will be the first business day that is
six months and one day after the date we cancel the options accepted for
exchange. If, for any reason, you do not remain an employee of Trintech or one
of our subsidiaries through the date we grant the new options, you will not
receive any new options or other compensation in exchange for your tendered
options that have been accepted for exchange and cancelled. This means that if
you resign, with or without a good reason, or die or we terminate your
employment, with or without cause, prior to the date we grant the new options,
you will not receive anything for the options that you tendered and, because we
will have cancelled these options, we will not be able to return your existing
options to you.

Also, if you are an employee of Trintech or one of our subsidiaries
resident or employed in the United Kingdom and you have not submitted a joint
election form (once approved by the U.K. Inland Revenue) signed by you, you will
not receive any new options.

Basic Terms.

Subject to the terms and conditions of the offer, we will grant new
options under the 1997 option scheme in return for all outstanding, unexercised
options granted under the 1997 option scheme that are held by eligible employees
and have been properly tendered and not validly withdrawn before the expiration
date.

We are not accepting partial tenders of options. You may, however,
tender the remaining portion of an option which you have partially exercised.
Accordingly, you may tender one or more of your option grants, but you may only
tender all of the unexercised shares subject to each option or none of those
shares. Also, if you decide to tender any of your options, then you must tender
all of your options that were granted to you during the six-month period prior
to the cancellation of any options that you tender. Since we currently expect to
cancel all tendered options on December 14, 2001, this means that if you
participate in the offer, you will be required to tender all options granted to
you since June 13, 2001.

For example, assuming that we cancel the options tendered for exchange
on December 14, 2001, and you hold

(i) an option to purchase 2,000 equivalent ADSs granted on October
1, 1999, 1,400 equivalent ADSs of which you have already
exercised,

(ii) an option to purchase 2,000 equivalent ADSs granted on
February 1, 2000,

(iii) an option to purchase 4,000 equivalent ADSs granted on
December 31, 2000, and

(iv) an option to purchase 6,000 equivalent ADSs granted on August
1, 2001.

Using this example, you may tender:

o none of your options,

o your first option grant covering all 600 remaining unexercised
equivalent ADSs and your fourth option grant covering all
6,000 equivalent ADSs,

o your second option grant covering all 2,000 equivalent ADSs
and your fourth option grant covering all 6,000 equivalent
ADSs,

o your third option grant covering all 4,000 equivalent ADSs and
your fourth option grant covering all 6,000 equivalent ADSs,

o all remaining unexercised equivalent ADSs with respect to two
of your first three option grants and your fourth option grant
covering all 6,000 equivalent ADSs,

o all remaining unexercised equivalent ADSs under all four of
your option grants, or

o your fourth option grant covering all 6,000 equivalent ADSs.

In this example, the above describes your only choices. For example,
you may not tender options with respect to only 300 equivalent ADSs (or any
other partial amount) under the first option grant or less than all of the
shares under the second, third or fourth option grants.

If, however, no options were granted to you during the six-month period
prior to the date we cancel the options tendered for exchange so that, using the
above example, you were not granted the fourth option on August 1, 2001, then
you may tender:

o none of your options,

o your first option grant covering all remaining unexercised 600
equivalent ADSs,

o your second option grant covering all 2,000 equivalent ADSs,

o your third option grant covering all 4,000 equivalent ADSs,

o all remaining unexercised equivalent ADSs with respect to two
of your three option grants , or

o all remaining unexercised equivalent ADSs under all three of
your option grants.

If your options are properly tendered and accepted for exchange, the
options will be cancelled and, subject to the terms of this offer, you will be
entitled to receive one or more new options to purchase the number of shares
equal to the number of shares subject to the options

tendered by you and accepted for exchange, subject to adjustments for any stock
splits, stock dividends and similar events. All new options will be subject to
the terms of the 1997 option scheme and to a new option agreement between you
and us, and, if you are a U.K.-based employee, a joint election, in a form
approved by the U.K. Inland Revenue, whereby you agree to accept the transfer of
the whole of the National Insurance Liability related to the new option.

We will notify you of any other material change in the information
contained in this offer to exchange. Such notification may be made by written
notice which may include notice by press release, interoffice memorandum or
email.

The term "expiration date" means 12:00 midnight, New York City time, on
December 12, 2001, unless and until we, in our discretion, have extended the
period of time during which the offer will remain open, in which event the term
"expiration date" refers to the latest time and date at which the offer, as so
extended, expires. See "The Offer - Extension of offer; termination; amendment"
for a description of our rights to extend, delay, terminate and amend the offer.

For purposes of the offer, a "business day" means any day other than a
Saturday, Sunday or U.S. federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, New York City time.

Extension of offer; termination; amendment.

We expressly reserve the right, in our discretion, at any time and from
time to time, and regardless of whether or not any event listed in "The Offer -
Conditions of the Offer" has occurred or is deemed by us to have occurred, to
extend the period of time during which the offer is open and thereby delay the
acceptance for exchange of any options by giving written notice of such
extension (including notice by interoffice memorandum or email) to the option
holders or making a public announcement thereof.

We also expressly reserve the right, in our reasonable judgment, prior
to the expiration date to terminate or amend the offer and to postpone our
acceptance and cancellation of any options tendered for exchange, regardless of
whether or not any event listed in "The Offer - Conditions of the Offer" has
occurred or is deemed by us to have occurred, by giving written notice
(including by interoffice memorandum or email) of such termination or
postponement to you or by making a public announcement thereof. Our reservation
of the right to delay our acceptance and cancellation of options tendered for
exchange is limited by Rule 13e-4(f)(5) promulgated under the U.S. Securities
Exchange Act, which requires that we must pay the compensation offered or return
the options tendered promptly after termination or withdrawal of a tender offer.

Amendments to the offer may be made at any time and from time to time
by public announcement of the amendment. In the case of an extension, the
amendment must be issued no later than 9:00 a.m., New York City time, on the
next business day after the last previously scheduled or announced expiration
date. Any public announcement made through the offer will be disseminated
promptly to option holders in a manner reasonably designated to inform option
holders of the change. Without limiting the manner in which we may choose to
make a public announcement, except as required by applicable law, we have no
obligation to publish, advertise or otherwise communicate any such public
announcement other than by making a press release.

If we materially change the terms of the offer or the information
concerning the offer, or if we waive a material condition of the offer, we will
extend the offer to the extent required by Rules 13e-4(d)(2) and 13e-4(e)(3)
under the U.S. Securities Exchange Act. These rules require that the minimum
period during which an offer must remain open following material changes in the
terms of the offer or information concerning the offer, other than a change in
price or a change in percentage of securities sought, will depend on the facts
and circumstances, including the relative materiality of such terms or
information.

Procedures for tendering options.

Proper Tender of Options.

To validly tender your options through the offer, you must, in
accordance with the terms of the election form, properly complete, execute and
deliver the election form (or a faxed copy of it) to either Trintech, Inc.,
Attention: Xxxxxx Xxxxx, 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx
00000 (fax # (000) 000-0000) or Trintech Group PLC, Attention: Xxxxxxx Xxxxx,
Trintech Building, South County Business Park, Leopardstown, Dublin 18, Ireland
(fax# 000-0-000-0000). All of the required documents must be received by us
before the expiration date. Instructions on how to obtain information regarding
your options, and how to complete and send your documents are attached to the
election form.

The delivery of all documents, including election forms and any notices
to change election from accept to reject and any other required documents, is at
your risk. If delivery is by mail, we recommend that you use registered mail
with return receipt requested. In all cases, you should allow sufficient time to
ensure timely delivery.

Determination of Validity; Rejection of Options; Waiver of Defects; No
Obligation to Give Notice of Defects.

We will determine, in our discretion, all questions as to the form of
documents and the validity, form, eligibility, including time of receipt, and
acceptance of any tender of options. Our determination of these matters will be
final and binding on all parties. We reserve the right to reject any or all
tenders of options that we determine are not in appropriate form or that we
determine are unlawful to accept. Otherwise, we will accept properly and timely
tendered options that are not validly withdrawn. We also reserve the right to
waive any of the conditions of the offer or any defect or irregularity in any
tender of any particular options. No tender of options will be deemed to have
been properly made until all defects or irregularities have been cured by the
tendering option holder or waived by us. Neither we nor any other person is
obligated to give notice of any defects or irregularities in tenders, nor will
anyone incur any liability for failure to give any notice. This is a one-time
offer, and we will strictly enforce the offer period, subject only to an
extension which we may grant in our sole discretion.

Our Acceptance Constitutes an Agreement.

Your tender of options pursuant to the procedures described above
constitutes your acceptance of the terms and conditions of the offer. Our
acceptance for exchange of your options tendered by you through the offer will
constitute a binding agreement between us and you upon the terms and subject to
the conditions of the offer.

Subject to our rights to extend, terminate and amend the offer, we
currently expect that we will accept all properly tendered options that have not
been validly withdrawn two days after the expiration date.

Withdrawal Rights and Change of Election.

You may only withdraw your tendered options or change your election in
accordance with the provisions of this section.

You may withdraw your tendered options at any time before 12:00
midnight, New York City time, on December 12, 2001. If we extend the offer
beyond that time, you may withdraw your tendered options at any time until the
extended expiration of the offer. In addition, unless we previously accepted
your tendered options for exchange, you may withdraw your tendered options at
any time after January 11, 2002.

To validly withdraw tendered options, you must deliver or fax to us at
one of the addresses or fax numbers listed in "The Offer - Procedures for
tendering options" a signed and dated notice to change election from accept to
reject, with the required information, while you still have the right to
withdraw the tendered options.

To validly change your election regarding the tender of particular
options, you must deliver to us at one of the addresses or fax numbers listed in
"The Offer - Procedures for tendering options" a new election form (or a faxed
copy of it), in accordance with the procedures set out in that section. If you
deliver a new election form that is properly signed and dated, it will replace
any previously submitted election form, which will be disregarded.

Except as described in the following sentence, the notice to change
election from accept to reject and any new or amended election form must be
executed by the option holder who tendered the options to be withdrawn exactly
as the option holder's name appears on the option agreement or agreements
evidencing such options. If the signature is by an attorney-in-fact, or another
person acting in a fiduciary or representative capacity, the signer's full title
and proper evidence of the authority of such person to act in that capacity must
be indicated on the notice to change election from accept to reject or any new
or amended election form.

You may not rescind any withdrawal, and any options you withdraw will
thereafter be deemed not properly tendered for purposes of the offer, unless you
properly re-tender those options before the expiration date by following the
procedures described in "The Offer - Procedures for tendering options" and in
the election form.

Neither we nor any other person is obligated to give notice of any
defects or irregularities in any notice to change election from accept to reject
or any new or amended election form, nor will anyone incur any liability for
failure to give any notice. We will determine, in our discretion, all questions
as to the form and validity, including time of receipt, of notices to change
election from accept to reject and new or amended election forms. Our
determination of these matters will be final and binding.

Acceptance of options for exchange and issuance of new options.

Upon the terms and conditions of the offer and promptly following the
expiration date, we will accept for exchange and cancel options properly
tendered and not validly withdrawn before the expiration date. Once the options
are cancelled, you will no longer have any rights with respect to those options.
Subject to the terms and conditions of this offer, if your options are properly
tendered and accepted for exchange, these options will be cancelled as of the
date of our acceptance, which we anticipate to be December 14, 2001, and you
will be granted new options on June 17, 2002. If we accept and cancel options
properly tendered for exchange after December 14, 2001, the date on which the
new options will be granted will be similarly delayed.

Promptly after we accept and cancel options tendered for exchange, we
will issue to you a promise to grant new options. The promise to grant new
options will evidence our irrevocable commitment, subject to the terms of the
offer, to grant to you, on a date no earlier than June 17, 2002, stock options
covering the same number of shares as the options cancelled pursuant to this
offer.

If we accept options you tender in the offer, you will not be eligible
for the grant of other options, such as annual, bonus or promotional options,
until the grant date of your new options at the earliest. We will defer the
grant to you of these other options to avoid incurring compensation expense
against our earnings because of accounting rules that could apply to these
interim option grants as a result of the offer. After the grant date of your new
options, you will once again be eligible to receive other option grants.

Your new options will entitle you to acquire the number of shares which
is equal to the number of shares subject to the options you tender, as adjusted
for any stock splits, stock dividends and similar events. If, for any reason,
you are not an employee of Trintech or one of our subsidiaries through the date
we grant the new options, you will not receive any new options or other
compensation in exchange for your tendered options which have been cancelled
pursuant to this offer.

We will not accept partial tenders of option grants. You may, however,
tender the remaining portion of an option which you have partially exercised.
Accordingly, you may tender one or more of your option grants, but you may only
tender all of the unexercised shares subject to that option or none of those
shares.

If you decide to tender any of your option grants, you will be required
to also tender all option grants that you received during the six month period
prior to the cancellation of your tendered options. For example, if you received
an option grant in June 2000 and a grant in August 2001 and you want to tender
your June 2000 option grant, you would also be required to tender your August
2001 option grant. We currently expect to cancel all tendered options on
December 14, 2001, which means that if you participate in the offer, you will be
required to tender all options granted to you since June 13, 2001.

For purposes of the offer, we will be deemed to have accepted options
for exchange that are validly tendered and not properly withdrawn as of the time
we give oral or written notice to the option holders of our acceptance for
exchange of such options, which notice may be made by press release, interoffice
memorandum or email. Subject to our rights to extend, terminate and amend the
offer, we currently expect that we will accept promptly after the expiration of
the offer all properly

tendered options that are not validly withdrawn. We will send a promise to grant
new options to each option holder from whom we accept properly tendered options.

Conditions of the offer.

Notwithstanding any other provision of the offer, we will not be
required to accept any options tendered for exchange, and we may terminate or
amend the offer, or postpone our acceptance and cancellation of any options
tendered for exchange, in each case, subject to Rule 13e-4(f)(5) under the U.S.
Securities Exchange Act, if at any time on or after November 13, 2001, and prior
to the expiration date, any of the following events has occurred, or has been
determined by us to have occurred, and, in our reasonable judgment in any case
and regardless of the circumstances giving rise to the event, including any
action or omission to act by us, the occurrence of such event or events makes it
inadvisable for us to proceed with the offer or with such acceptance and
cancellation of options tendered for exchange:

o there shall have been threatened or instituted or be pending
any action or proceeding by any governmental, regulatory or
administrative agency or authority that directly or indirectly
challenges the making of the offer, the acquisition of some or
all of the tendered options pursuant to the offer, or the
issuance of new options, or otherwise relates in any manner to
the offer, or that, in our reasonable judgment, could
materially and adversely affect our business, condition,
income, operations or prospects or materially impair (such as
by increasing the accounting or other costs of the offer to
Trintech) the contemplated benefits of the offer to Trintech,
where the contemplated benefits include the opportunity for us
to align employee and stockholder interests and offer eligible
employees a valuable incentive to stay with Trintech and to
achieve high levels of performance (see "The Offer - Purpose
of the Offer");

o there shall have been any action threatened, pending or taken,
or approval, exemption or consent withheld, or any statute,
rule, regulation, judgment, order or injunction threatened,
proposed, sought, promulgated, enacted, entered, amended,
enforced or deemed to be eligible to the offer or Trintech, by
any court or any authority, agency or tribunal that, in our
reasonable judgment, would or might directly or indirectly:

(i) make the acceptance for exchange of, or
issuance of new options for, some or all of
the tendered options illegal or otherwise
restrict or prohibit consummation of the
offer or that otherwise relates in any
manner to the offer,

(ii) delay or restrict our ability, or render us
unable, to accept for exchange, or issue new
options for, some or all of the tendered
options,

(iii) materially impair (such as by increasing the
accounting or other costs of the offer to
Trintech) the contemplated benefits of the
offer to Trintech, where the contemplated
benefits include the opportunity for us to
align employee and stockholder interests and
offer eligible employees a valuable
incentive to stay with Trintech and to
achieve high levels of performance (see "The
Offer - Purpose of the Offer"), or

(iv) materially and adversely affect Trintech's
business, condition, income, operations or
prospects or materially impair the
contemplated benefits (as described above)
of the offer to Trintech;

o there shall have occurred any change, development,
clarification or position taken in generally accepted
accounting standards that could or would require us to record
compensation expense against our earnings in connection with
the offer for financial reporting purposes;

o a tender or exchange offer for some or all of our shares, or a
merger or acquisition proposal for Trintech, shall have been
proposed, announced or made by another person or entity or
shall have been publicly disclosed; or

o any change or changes shall have occurred in Trintech's
business, condition, assets, income, operations, prospects or
stock ownership that, in our reasonable judgment, is or may be
material to Trintech or may materially impair (as described
above) the contemplated benefits of the offer to Trintech.

The conditions to the offer are for our benefit. We may assert them in our
discretion regardless of the circumstances giving rise to them before the
expiration date. We may waive them, in whole or in part, at any time and from
time to time prior to the expiration date, in our discretion, whether or not
we waive any other condition to the offer. Our failure at any time to exercise
any of these rights will not be deemed a waiver of any such rights. The waiver
of any of these rights with respect to particular facts and circumstances will
not be deemed a waiver with respect to any other facts and circumstances. Any
determination we make concerning the events described in this section will be
final and binding upon all persons.

Effect of a Change of Control Prior to the Granting of New Options.

If we are acquired or involved in a similar transaction before the new
options are granted, we would require the surviving or acquiring corporation to
inherit our obligation to grant new options. The promise to grant stock options
which we will give you evidences this binding commitment, and we will require
any successor to our company or the acquiror to be legally bound by that
commitment. The new options would still be granted on the new grant date, but
they would be options to purchase the shares of the surviving or acquiring
corporation. The exercise price would be equal to the fair market value of the
surviving company's stock on the date of grant.

You should be aware that these types of transactions could have a
substantial effect on our share price, including potentially substantial
appreciation in the price of our shares. Depending on the structure of this type
of transaction, tendering option holders might be deprived of any further price
appreciation in the shares associated with the new options. For example, if we
were acquired by means of a merger, the fair market value of our shares, and
hence the price at which we grant the new options, would likely be a price at or
near the cash price being paid for the shares in the transaction, yielding
limited or no financial benefit to a recipient of the new options for that
transaction. In addition, in the event of an acquisition of our company for
stock, tendering option holders might receive options to purchase shares of a
different issuer.

Terms of new options.

Issuance of New Options

The new options will be granted under our 1997 option scheme. The
number of shares subject to the new options to be granted to each option holder
will be equal to the number of unexercised shares subject to the options
tendered by the option holder and accepted for exchange and cancelled by us, as
adjusted for any stock splits, reverse stock splits, stock dividends and similar
events. If we receive and accept tenders of all outstanding, unexercised options
granted under the 1997 option scheme from eligible employees, subject to the
terms and conditions of this offer, we will grant new options to purchase a
total of approximately 2,570,833 ordinary shares (5,141,666 equivalent ADSs).
The shares issuable upon exercise of these new options would equal approximately
8% of the total number of our ordinary shares and equivalent ADSs outstanding as
of November 9, 2001 and approximately 62% of the total options issued and
outstanding under the 1997 option scheme.

Terms of the New Options.

The terms and conditions of the new options will be substantially the
same as the terms and conditions of the options that are tendered for exchange,
except for the following:

o the grant date of the new option will be a date that is the
first business day which is six months and one day after the
date we cancel the option that is tendered for exchange,

o the exercise price of the new option will be as described
below (see "Exercise Price"),

o the term of the new option will be as described below (see
"Term"), and

o the vesting schedule of the new option will be as described
below (see "Vesting and Exercise").

A new option agreement, and, if applicable, a joint election in a form approved
by the U.K. Inland Revenue, will be entered into between Trintech and each
option holder who has tendered options in the offer for every new option
granted. Because we will not grant the new options until six months and one day
after the date we cancel the options accepted for exchange, the new options may
have a higher exercise price than some or all of the options, including as a
result of a significant corporate event. The following description summarizes
the material terms of the 1997 option scheme and the options granted under it.

General.

The aggregate number of shares currently reserved for issuance through
the exercise of options granted under our 1997 Option Scheme is 6,000,000
(12,000,000 equivalent ADSs), less the aggregate number of shares underlying
options granted or rights acquired under our 1998 Trintech Group PLC Directors
and Consultants Share Option Scheme (the "1998 Option Scheme"), 1999 Trintech
Group Savings Related Share Option Plan (the "1999 Savings Scheme") and 1999
Trintech Group PLC U.S. Employee Share Purchase Plan (the "1999 U.S. Purchase
Plan", and collectively with the 1998 Option Scheme, the 1999 Savings Scheme and
the 1999 U.S. Purchase Plan, the "other incentive plans"). As of November 9,
2001, assuming no further options are granted or rights

acquired under our other incentive plans, 534,201 ordinary shares (1,068,402
equivalent ADSs) are available for grant under our 1997 option scheme. Our 1997
option scheme permits the granting of options intended to qualify as incentive
stock options under the U.S. Internal Revenue Code and options that do not
qualify as incentive stock options, referred to as non-qualified stock options.
The above numbers do not include options granted to eligible employees in the
last six months that are required to be tendered if an eligible employee decides
to tender any other options granted to him or her.

Administration.

Our 1997 option scheme is administered by our Board of Directors or a
committee appointed by our Board of Directors (the "Committee"). Subject to the
other provisions of the 1997 option scheme, the Committee has the power to
determine the terms and conditions of the options granted, including the
exercise price, the number of shares subject to the option and the
exercisability of the options.

Term.

Options generally have a term of seven (7) years, however, the 1997
option scheme provides that in no event shall the term of any option granted
under the 1997 option scheme be greater than ten (10) years.

Termination.

Generally, the option agreements will provide that your unvested
options will terminate following the termination of your employment. In the
event that the termination of your employment is by reason of normal retirement
or early retirement due to health reasons or death, you, or your personal
representatives, generally may exercise any vested, unexercised option held by
you at the date of your death or employment termination within one year of your
death or termination, as applicable. Upon your termination for any other reason,
you will generally have 30 days following your termination to exercise your
vested, unexercised options.

The termination of your option under the circumstances specified in
this section will result in the termination of your interests in our 1997 option
scheme. In addition, your option may terminate, together with our stock option
plans and all other outstanding options issued to other employees, following the
occurrence of certain corporate events, as described below.

Exercise Price.

The Committee determines the exercise price at the time the option is
granted. For all eligible employees, the exercise price per equivalent ADS will
be equal to 100% of the fair market value of our ADSs on the date of grant, as
determined by the closing price of our ADSs reported by the Nasdaq National
Market on the last trading day before the date of grant.

Vesting and Exercise.

Each stock option agreement specifies the term of the option and the
date when the option becomes exercisable. The terms of vesting are determined by
the Committee. Options granted by us to employees other than California-based
employees generally have a four year vesting period

whereby 1/12 of the total shares subject to the option vest each quarter
commencing on the first quarter following the first anniversary of the date of
grant.

Options granted by us to California-based employees generally have a
four year vesting schedule whereby 25% of the shares subject to the option vest
on the first anniversary of the date of grant and 1/16th of the of the shares
subject to the option vest each quarter thereafter.

Example 1.
----------

If Your Old Option Was Granted in or prior to 1999:
---------------------------------------------------

Old option (cancelled):
-----------------------

Total number of equivalent ADSs: 1,200

Grant date: December 22, 1999

Old vesting schedule: 1/12th of the total shares vests each
quarter beginning March 22, 2001

Total number of shares that would have vested on the expected
grant date (June 17, 2002): 500 equivalent ADSs (5/12th of
shares subject to the option)

Scheduled full vesting date of old option: December 22, 2003

Your new option will vest as follows, assuming it is granted on
June 17, 2002:

New Option:
-----------

Total number of equivalent ADSs: 1,200

Grant date: June 17, 2002

New vesting schedule:1/2 vest at June 17, 2002, and 1/16th of
the total shares vest on each subsequent quarter thereafter

Total number of shares vested on the expected date of grant:
600 equivalent ADSs

Scheduled full vesting date of new option: June 17, 2004

Example 2.
----------

If Your Old Option Was Granted in 2000:
---------------------------------------

Old option (cancelled):
-----------------------

Total number of equivalent ADSs: 3,600

Grant date: March 1, 2000

Old vesting schedule: 1/12th of the total shares vest each
quarter beginning June 1, 2001

Total number of shares vested on the expected date of grant
(June 17, 2002): 1,500 equivalent ADSs (5/12th of the shares
subject to the option)

Scheduled full vesting date of old option: March 1, 2004

The new option would vest as follows, assuming it is granted on
June 17, 2002:

New Option:
-----------

Total number of equivalent ADSs: 3,600

Grant date: June 17, 2002

New vesting schedule:1/4vest at June 17, 2002. and 9.38% of
the total shares vest each quarter thereafter.

Total number of shares vested on the expected date of grant:
900 equivalent ADSs

Scheduled full vesting date of new option: June 17, 2004

Example 3.
----------

If Your Old Option Was Granted in 2001:
---------------------------------------

Old option (cancelled):
-----------------------

Total number of equivalent ADSs: 4,200

Grant date: February 1, 2001

Old vesting schedule: 1/12th of the total shares vest each
quarter beginning May 1, 2002

Total number of shares vested on the expected date of grant
(June 17, 2002): 350 equivalent ADSs (1/12th of shares
subject to the option)

Scheduled full vesting date of old option: May 1, 2005

The new option would vest as follows, assuming it is granted on
June 17, 2002:

New Option:
-----------

Total number of equivalent ADSs: 4,200

Grant date: June 17, 2002

New vesting schedule: 1/3 vest at June 17, 2003, and 1/12th
of the total shares subject to the options vest each quarter
thereafter.

Total number of shares vested on the expected date of grant:
None.

Scheduled full vesting date of new option: June 17, 2005

Payment of Exercise Price.

Except as your option agreement otherwise provides, you may exercise
your options, in whole or in part, by delivery of a written notice to us which
is accompanied by payment in full of the exercise price. The 1997 option scheme
specifically provides that the permissible methods of payment of the option
exercise price may be made in one (or a combination) of the following forms:

o cash,

o consideration received by Trintech under a cashless exercise
program implemented by Trintech in connection with the 1997
option scheme, or

o any form of payment permitted by applicable laws.

Adjustments Upon Certain Events.

In the event of a subdivision of the outstanding shares, bonus or scrip
issue, a declaration of a dividend payable in a form other than shares in an
amount that has a material effect on the price of our shares, a combination or
consolidation of the issued shares, a recapitalisation, a sale of all or a
substantial part of our business, a spin-off or similar transaction, the
Committee may make an appropriate adjustment to the exercise price of each
option and the number of shares subject to each option.

In the event of a merger, takeover or other reorganization, the
Committee can cause any of the following to occur in respect of options which
you hold at that time:

o you may be required to exercise all or any portion of the
shares (including by way of accelerating the vesting of your
option) which remain unexercised and have the option terminate
following the period the Committee gives you to exercise your
option,

o your options may be assumed by the successor corporation or
replaced with substitute options of the successor corporation
or its parent,

o your options may continue in their current form following any
such transaction, or

o you may receive a cash payment equal to the difference between
the fair market value of the consideration paid for one share
of Trintech in the transaction over the exercise price for
your option.

In the event Trintech is the subject of an offer for its securities in
which our Board of Directors does not recommend that its shareholders accept or
that it does not otherwise agree to, then your options will vest in full. You
will then have 90 days from the date any such offer becomes unconditional to
exercise your option after which your option will terminate.

In the event our shares are no longer quoted on any stock exchange or
quotation system, our Board of Directors has the discretion to terminate all
unexercised options in consideration of whatever amount or value our Board of
Directors determines is appropriate.

In the event there is a liquidation of Trintech, your outstanding
options will terminate immediately prior to the consummation of the liquidation
or dissolution. However, the Committee may, in advance of the liquidation,
provide for the exercisability of any option.

Termination of Employment.

If, for any reason, you are not an employee of Trintech or one of our
subsidiaries from the date you tender options through the date we grant the new
options, you will not receive any new options or any other compensation in
exchange for your tendered options that have been accepted for exchange. This
means that if you resign, with or without good reason, die, we terminate your
employment, with or without cause, before the date we grant the new options, you
will not receive anything for the options that you tendered and, because we will
have cancelled the options that you tendered, we will not be able to return your
old options to you.

Transferability of Options.

The new options may not be transferred, other than by will or the laws
of intestate succession. In the event of your death, options may be exercised by
a person who acquires the right to exercise the option by bequest or
inheritance.

Registration of Option Shares.

6,000,000 of our ordinary shares (12,000,000 equivalent ADSs) issuable
upon exercise of options under our 1997 option scheme, less the aggregate number
of shares underlying the number of options granted or rights acquired under our
other incentive plans, have been registered under the Securities Act on
registration statements on Form S-8 filed with the SEC. All the shares issuable
upon exercise of all new options to be granted pursuant to the offer will be
registered under the U.S. Securities Act. Unless you are one of our affiliates,
you will be able to sell your option shares free of any transfer restrictions
under applicable U.S. securities laws, subject to any other legal restrictions
and any company xxxxxxx xxxxxxx policy.

Our statements in this offer to exchange concerning our 1997 option
scheme and the new options are merely summaries and do not purport to be
complete. The statement are subject to, and are qualified in their entirety by
reference to all provisions of our 1997 option scheme and the forms

of option agreement under the scheme. Please contact us at Trintech, Inc., 0000
Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 or at Trintech Group PLC,
Trintech Building, South County Business Park, Leopardstown, Dublin 18, Ireland
to receive a copy of our 1997 option scheme and the forms of option agreements
under the scheme. We will promptly furnish you copies of these documents at our
expense. In addition, you may obtain copies of these documents which are filed
as exhibits to our Schedule TO on the SEC's Internet site at xxxx://xxx.xxx.xxx.

Status of options acquired by us in the offer; accounting consequences of the
offer.

Options we acquire through the offer will be cancelled and the shares
subject to those options will be returned to the pool of shares available for
grants of new options under our 1997 option scheme and our other incentive
plans. To the extent these shares are not fully reserved for issuance upon
exercise of the new options to be granted in connection with the offer, the
shares will be available for future awards to employees and other eligible plan
participants without further stockholder action, except as required by
applicable law or the rules of the Nasdaq National Market, the Neuer Markt or
any other securities quotation system or any stock exchange on which our shares
are then quoted or listed.

We believe that we will not incur any compensation expense solely as a
result of the transactions contemplated by the offer because:

o we will not grant any new options until a business day that is
six months and one day after the date that we accept and
cancel options tendered for exchange, and

o the exercise price of all new options will be equal to the
market value of our shares on the date we grant the new
options.

If we were to grant the new options on any date which is earlier than
six months and one day after the date we cancel the options accepted for
exchange, we would be subject to onerous accounting charges. We would be
required for U.S. financial reporting purposes to treat the new options as
variable awards. This means that we would be required to record any net increase
in our share price compared to the fair market value of the shares at the date
of grant as a compensation expense for the new options issued under this offer.
We would have to continue this variable accounting for these new options until
they were exercised, forfeited or terminated. The higher the market value of our
shares (and therefore the greater the difference between the fair market value
of the shares and the exercise price of your option), the greater the
compensation expense we would have to record. By deferring the grant of the new
options for six months and one day, we believe we will not have to treat the new
options as variable awards.

LEGAL MATTERS; REGULATORY APPROVALS

We are not aware of any license or regulatory permit that appears to be
material to our business that might be adversely affected by our exchange of
options and issuance of new options as contemplated by the offer, or of any
approval or other action by any government or governmental, administrative or
regulatory authority or agency, domestic or foreign, that would be required for
the acquisition or ownership of our options as contemplated in this offer to
exchange. Should any such approval or other action be required, we presently
contemplate that we will seek such approval or take such other action. We cannot
assure you that any such approval or other action, if needed, would be obtained
or would be obtained without substantial conditions or that the failure to
obtain

any such approval or other action might not result in adverse consequences to
our business. Our obligation under the offer to accept tendered options for
exchange and to issue new options for tendered options is subject to the
conditions described under the caption "The Offer - Conditions of the offer".

If we are prohibited by applicable laws or regulations from granting
new options on the day that is six months and one day from the date that we
cancel the options accepted for exchange, on which date we currently expect to
grant the new options, we will not grant any new options. Such a prohibition
could result from changes in U.S. Securities and Exchange Commission, rules,
regulations or policies, Nasdaq listing requirements, Neuer Markt rules,
regulations or policies or Irish U.S. or other foreign laws applicable to
Trintech, our subsidiaries or any of our respective eligible employees. We are
unaware of any such prohibition at this time, and we will use reasonable efforts
to effect the grant, but if the grant is prohibited throughout the period we
will not grant any new options and you will not get any other compensation for
the options you tendered. We do not anticipate any such prohibitions and are
referring to the possibility in an abundance of caution.

TAXATION

Material U.S. Federal Income Tax Consequences.

The following is a general summary of the material U.S. federal income
tax consequences of the exchange of options pursuant to the offer. This
discussion is based on the U.S. Internal Revenue Code, its legislative history,
Treasury Regulations thereunder and administrative and judicial interpretations
thereof as of the date of the offer, all of which are subject to change,
possibly on a retroactive basis. This summary does not discuss all of the tax
consequences that may be relevant to you in light of your particular
circumstances, nor is it intended to be applicable in all respects to all
categories of option holders. If you are an eligible employee based outside of
the United States, we recommend that you consult with your own tax advisor to
determine the tax and social security contribution consequences of the offer
under the laws of the country in which you live and work.

Option holders who exchange outstanding options for new options should
not be required to recognize income for federal income tax purposes at the time
of the exchange. We believe that the exchange will be treated as a non-taxable
exchange. We advise all option holders considering exchanging their options to
meet with their own tax advisors with respect to the federal, state, and local
tax consequences of participating in the offer.

Incentive Stock Options.

If your cancelled option was an incentive stock option, your new option
will be an incentive stock option (ISO), but only to the extent that it
qualifies under the Internal Revenue Code of 1986, as amended. One requirement
for options to qualify as incentive stock options is that the value of shares
subject to options that first become exercisable by the option holder in any
calendar year cannot exceed U.S.$100,000, as determined using the option
exercise price. It is possible that by participating in this exchange, your
options will exceed this limit and will be treated as nonstatutory stock
options.

In general, an option holder will not realize taxable income upon the
exercise of an ISO. However, an option holder's alternative minimum taxable
income will be increased by the amount that the aggregate fair market value of
the shares underlying the option, which is generally determined as of the date
of exercise, exceeds the aggregate exercise price of the option. If an option
holder sells the option shares acquired upon exercise of an incentive stock
option in a qualifying disposition, any excess of the sale price of the option
shares over the exercise price of the option will be treated as long-term
capital gain taxable to the option holder at the time of the sale. Any such
capital gain will be taxed at the long-term capital gain rate in effect at the
time of sale. The disposition of the option shares is qualifying if it is made:

o more than two years after the date the incentive stock option
was granted, and

o more than one year after the date the incentive stock option
was exercised.

If you are a U.S. tax resident or otherwise subject to U.S. tax
regulation, you should note that there is a risk that any incentive stock option
you hold may be affected, even if you do not participate in the exchange. We
believe that you will not be subject to current U.S. federal income tax if you
do not elect to participate in the option exchange program. We also believe that
the option exchange program will not change the U.S. federal income tax
treatment of subsequent grants and exercises of your incentive stock option (and
sales of shares acquired upon exercise of such options) if you do not
participate in the option exchange program.

However, the IRS may characterize the option exchange program as a
"modification" of those ISOs, even if you decline to participate. In 1991, the
IRS issued a private letter ruling in which another company's option exchange
program was characterized as a "modification" of the incentive stock option that
could be exchanged. This does not necessarily mean that our offer to exchange
options will be viewed the same way. Private letter rulings issued by the IRS
contain the IRS's opinion regarding only the specific facts presented by a
specific person or company. The person or company receiving the letter may rely
on it, but no other person or company may rely on the letter ruling or assume
the same opinion would apply to their situation, even if the facts at issue are
similar. While such letters do not provide certainty, they may indicate how the
IRS will view a similar situation. We, therefore, do not know if the IRS will
assert the position that our offer constitutes a "modification" of incentive
stock options that can be tendered. A successful assertion by the IRS of this
position could extend the options' holding period to qualify for favorable tax
treatment. Accordingly, to the extent you dispose of your incentive stock option
shares prior to the lapse of the new extended holding period, your incentive
stock option could be taxed similarly to a non-qualified stock option.

Non-Qualified Stock Options.

Under current law, an option holder will not realize taxable income
upon the grant of a non-qualified stock option. However, when an option holder
exercises the option, the difference between the exercise price of the option
and the fair market value of the shares subject to the option on the date of
exercise will be compensation income taxable to the option holder.

We recommend that you consult your own tax advisor with respect to the
federal, state and local tax consequences of participating in the Offer.

Material Tax Consequences for Non-U.S.-Based Employees.

The following are general summaries of the tax consequences of the
cancellation of existing options and grant of new options under the offer for
eligible employees who are tax residents (or otherwise subject to the tax laws)
of Germany, Ireland or the United Kingdom. This discussion is based on tax law
in these respective countries as of the date of the offer, which is subject to
change, possibly on a retroactive basis. This summary does not discuss all of
the tax consequences that may be relevant to you in your particular
circumstances, nor is it intended to be applicable in all respects to all
categories of option holders. It is merely intended to alert you to some of the
tax information you may want to consider in making your decision. Please note
that tax laws change frequently and vary with your individual circumstances.

We recommend that you consult your own tax advisor with respect to the
tax consequences of participating in the offer.

Eligible Employees Who Are Subjectto the Tax Laws of Germany.

You will not be subject to tax when the new options are granted to you.
Generally, you will recognize income at the time of exercise. The amount subject
to tax will be the difference between the fair market value of the underlying
shares at the time of exercise and the exercise price. This amount will be taxed
at the same rate as compensation income. Social taxes are also due if your
income has not already reached certain limits.

You will not be subject to tax on any additional gain when you sell
your shares provided that:

o you have held the shares for more than 12 months;

o you have not, during the last five years, held 1% or more of
the stated capital of Trintech; and

o the shares are not held as a business asset.

We do not believe that you will be subject to any additional tax
liability as a consequence of participating in this Offer.

Eligible Employees Who Are Subject to the Tax Laws of Ireland.

For eligible non-U.S. employees subject to the tax laws of Ireland,
liability to tax is determined by the residence position of the individual at
the time the option is granted, even where tax only becomes payable on the
exercise of the option. If you were non-resident for Irish tax purposes at the
date of grant of the original option but are Irish resident at the date of grant
of the new option, a liability to tax will crystallize when you exercise your
option. Subject to the above, we do not believe that the cancellation of the old
options and the grant of the new options shall give rise to a taxable event.
When you exercise your option, however, you will be subject to income tax on the
difference between the fair market value of the shares on the date of exercise
and the exercise price at your marginal rate of tax. You will not be obliged to
pay related social insurance. You may elect to defer this tax payable until the
earlier of 31st October in the year of assessment following the year of
assessment in which the relevant shares are sold or 31st October in the year of
assessment 7 years after you exercised your option.

If you wish to defer the tax payable you must make an election to your
tax inspector before 31st October in the year of assessment following the year
in which you exercise your option.

When you sell your shares you will be charged capital gains tax on the
difference between the sale proceeds and the fair market value at the date of
exercise. Incidental expenses of purchase and sale may also be deducted. Capital
gains tax is currently chargeable at 20%. You may be entitled to a small gains
exemption of IR(pound)1000 (IR(pound)740 for the current short tax year 6th
April, 2001 to 31st December, 2001). Indexation will also apply where shares are
held for more than one year.

Eligible Employees Who Are Subject to the Tax Laws of the United
Kingdom.

In accordance with U.K. tax legislation, employers and employees are
required to pay National Insurance Contributions ("NICs") based on the
employee's earnings, including the "spread" between the fair market value on the
date of exercise and the exercise price of options granted to employees after
April 5, 1999. New legislation has been enacted which allows an employer to
transfer the employer's NIC liability to employees in connection with the
exercise, assignment or release of options by entering into an agreement with
each employee providing that the employee will meet the employer's NIC liability
in such circumstances.

If you choose to exchange your old options for new options, as a
condition of accepting any options tendered by U.K. employees for cancellation,
Trintech and its subsidiaries will require that you agree to bear the employer's
NIC liability on exercise of your new options and to enter into a joint election
to be submitted to the U.K. Inland Revenue for approval which will provide that
you will pay any employer's NIC liability arising on the exercise of the new
options which may be granted to you. You may wish to take this into
consideration when deciding whether to tender existing options. You will be
entitled to at least partially deduct the NIC payments you make for the purposes
of calculating the amount of the gain subject to income tax on the exercise of
the new options.

All of your new options will be granted through an unapproved share
scheme. You will not be subject to tax when the new unapproved option is
granted. You will be subject to income tax when you exercise the option on the
difference between the fair market value of the shares on the date of exercise
and the exercise price. You will also be liable to pay the employee's NICs on
the proceeds at exercise if your earnings do not already exceed the maximum
limit for employee's NIC purposes -- (pound)575 per week for the U.K. tax year
April 6, 2001 to April 5, 2002.

As noted above, you will also be responsible for paying the employer's
portion of the NICs on the proceeds at exercise at a current rate of 11.9% on
the taxable amount. You will be entitled to income tax relief with respect to
the employer's NIC that you pay on exercise.

When you sell your shares, you will be subject to capital gains tax.
The tax is due on any increase in the value of the stock between the date on
which you exercised your options and the sale proceeds realized when you sell
the shares. Any capital gains tax you may owe is subject to an annual personal
exemption (currently (pound)7,500 for the U.K. tax year April 6, 2001 to April
5, 2002) and to taper relief calculated in reference to the period of time
during which you held the shares.

INFORMATION CONCERNING TRINTECH

Our Company.

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.

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 x000 0 0000000. The principal place of business in the United
States of our wholly-owned subsidiary, Trintech Inc., is 0000 Xxxxxx Xxxxx,
Xxxxx 000, Xxx Xxxxx, XX 00000, and our telephone number in the United States is
(000) 000-0000.

Financial Information.

The following selected consolidated statement of operations data for
the years ended January 31, 2000 and 2001 and the consolidated balance sheet
data at January 31, 2000 and 2001 are derived from our consolidated financial
statements included in our annual report on Form 20-F for the fiscal year ended
January 31, 2001. The selected consolidated statement of operations data for the
six months ended July 31, 2000 and July 31, 2001 and the consolidated balance
sheet data at July 31, 2001, which are included in our quarterly report filed on
Form 6-K for the quarter ended July 31, 2001 are unaudited, but include, in the
opinion of management, all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of such data. The information
presented below should be read together with our financial statements and
related notes.

Fiscal Year Ended Six Months Ended,
January 31, July 31,
------------ --------
2000 2001 2000 2001
---- ---- ---- ----
(in thousands of U.S. dollars, except share and per share data)
Consolidated Statement of Operations Data:
Revenue:

Product ............................................. $ 18,457 $ 22,288 $ 9,476 $ 12,492
License ............................................. 9,158 20,612 8,454 15,978
Service ............................................. 2,629 6,140 1,543 6,933
---------- ------------ ----------- ----------
Total revenue ................................... 30,244 49,040 19,473 35,403
---------- ------------ ----------- ----------
Cost of revenue:
Product ............................................. 12,034 15,110 6,305 9,000
License ............................................. 2,981 6,718 2,511 5,202
Service ............................................. 2,242 4,787 1,330 5,146
---------- ------------ ----------- ----------
Total cost of revenue ........................... 17,257 26,615 10,146 19,348
---------- ------------ ----------- ----------
Gross margin ........................................ 12,987 22,425 9,327 16,055
Operating expenses:
Research and development ............................ 8,892 19,601 8,366 11,661
Sales and marketing ................................. 8,849 16,955 7,321 10,869
General and administrative .......................... 7,336 12,485 4,980 9,389
Restructuring charge ................................ -- -- -- 2,500
Amortization of goodwill ............................ -- 6,330 -- 13,782
Amortization of purchased intangible assets ......... -- 671 -- 1,909
Stock compensation .................................. 2,068 5,279 2,929 767
---------- ------------ ----------- ----------
Total operating expenses ........................ 27,145 61,321 23,596 50,877
---------- ------------ ----------- ----------
Income (loss) from operations ............................ (14,158) (38,896) (14,269) (34,822)
Interest income, net 1,208 6,855 2,974 1,992
Exchange gain (loss), net ........................... 842 (149) (200) 191
---------- ------------ ------------ ----------
Income (loss) before provision for income taxes .......... (12,108) (32,190) (11,495) (32,639)
Provision for income tax ............................ (3) (382) (2) (32)
---------- ------------ ----------- -----------
Net income (loss) ........................................ $ (12,111) $ (32,572) $ (11,497) (32,671)
========== ============ =========== ============

Basic and diluted net income (loss) per Ordinary Share ... $ (0.63) $ (1.18) $ (0.43) $ (1.08)
=========== ============ =========== ============
Shares used in computing basic and diluted net income
(loss) per Ordinary Share ................................ 19,309,964 27,704,705 26,451,760 30,223,081
========== ============ ============== ============

Basic and diluted net income (loss) per equivalent ADS ... $ (0.31) $ (0.59) $ (0.22) $ (0.54)
=========== ============ ============ ============
Book value per share................................... $ 5.15
============

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

Fiscal Year Ended Six Months
January 31, Ended, July 31,
---------------------- ----------------
2000 2001 2001
-------- --------- ----------------
ASSETS
Current assets:

Cash and cash equivalents ................................. $ 10,862 $14,038 $ 13,107
Restricted cash ........................................... -- 3,622 3,869
Marketable securities ..................................... 48,830 87,388 64,635
Accounts receivable, net of allowance for doubtful
accounts of $330, $1,327 and $1,184 respectively ....... 7,799 19,061 18,667
Inventories ............................................... 840 1,624 2,824
Value added taxes ......................................... 192 290 298
Prepaid expenses and other assets ......................... 1,332 5,427 4,726
--------- ------- --------
Total current assets ................................. 69,855 131,450 108,126
Property and equipment, net 3,190 6,718 7,360
Other non-current assets .................................. -- 22,522 18,465
Goodwill, net of accumulated amortization of $6,330
at January 31, 2001 and $13,160 at July 31, 2001 ....... -- 75,774 63,554

Other assets--software development costs .................. 1,250 -- --
--------- ------- ---------

Total assets ......................................... $ 74,295 $236,464 $197,505
========= ======== ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:

Accounts payable .......................................... $ 4,082 $12,686 $ 6,898
Accrued payroll and related expenses ...................... 871 2,326 2,973
Other accrued liabilities ................................. 2,677 17,565 18,307
Value added taxes ......................................... 460 1,129 895
Warranty reserve .......................................... 556 521 479
Deferred revenue .......................................... 3,406 11,440 8,448
--------- ------- --------

Total current liabilities ............................ 12,052 45,667 38,000
--------- ------- --------

Non-current liabilities

Capital lease due after more than one year ................ 409 789 446
Government grants repayable and related loans ............. 718 898 628

Deferred consideration .................................... -- 1,750 1,750
--------- ----- --------

Total non-current liabilities ........................ 1,127 3,437 2,824
--------- ------- --------

Series B preference shares, $0.0027 par value
10,000,000 authorized; None issued and
outstanding ............................................ -- -- --
Shareholders' equity:
Ordinary Shares, $0.0027 par value: 100,000,000
shares authorized; 25,140,722, 30,030,725 and 30,399,664
shares issued and outstanding at January 31, 2000,
January 31, 2001 and July 31, 2001 respectively ........ 71 81 82
Additional paid-in capital ................................ 84,286 242,474 244,057
Accumulated deficit ....................................... (21,585) (54,157) (86,828)
Deferred stock compensation ............................... -- (246) (194)
Accumulated other comprehensive loss ...................... (1,656) (792) (436)
--------- ------- --------

Total shareholders' equity ........................... 61,116 187,360 156,681
--------- ------- --------

Total liabilities and shareholders' equity ........... $ 74,295 $236,464 $197,505
========= ======== ========

The financial information included in our Annual Report on Form 20-F
for the fiscal year ended January 31, 2001 on pages F-1 to F-30 and in our
quarterly report filed on Form 6-K for the fiscal quarter ended July 31, 2001 on
pages to 3 to 9 is incorporated herein by reference and may be inspected at, and
copies may be obtained from, the same places and in the same manner as set forth
under "Additional Information."

Price range of shares underlying the options.

The ordinary shares underlying your options are represented by ADSs.
Each ADS represents one-half (1/2) of one ordinary share, after taking into
account a two-for-one ADS stock split effected on March 21, 2000. The ADSs are
represented by American Depositary Receipts, or ADRs, which are issued by the
Bank of New York, as Depositary. Currently, our ADSs are listed and principally
traded in the United States 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."

The following table shows, for the periods indicated, the high and low
sales prices per share of our ADSs as reported by the Nasdaq National Market and
the Neuer Markt, each as adjusted for stock dividends and stock splits.

Nasdaq Neuer Markt
(Xetra)

High US$ Low US$ High (Euro) Low (Euro)
-------- ------- ---- ---
2001

November 1 to 12, 2001 .............................. 1.95 1.75 2.30 1.92
Quarter ended October 31, 2001 ...................... 2.31 1.11 2.47 1.21
Quarter ended July 31, 2001 ......................... 3.00 1.85 3.79 2.05
Quarter ended April 30, 2001 ........................ 9.00 1.69 9.60 1.90

2000

Quarter ended January 31, 2001 ...................... 12.63 6.38 15.72 6.95
Quarter ended October 31, 2000 ...................... 32.00 9.50 39.40 6.95
Quarter ended July 31, 2000 ......................... 29.00 14.25 33.00 16.80
Quarter ended April 30, 2000 ........................ 75.44 23.44 79.50 26.50

1999

Quarter ended January 31, 2000 ...................... 34.00 8.63 34.98 8.00
Quarter ended October 31, 1999 (commencing
September 24, 1999) ................................. 9.06 6.00 8.75 5.70

As of November 12, 2001, the last reported sale price during regular
trading hours of our ADSs, as reported (i) by the Nasdaq National Market, was
$1.80 per ADS and (ii) on the Neuer Markt, was (euro) 2.07 per ADS.

We recommend that you evaluate current market quotes for our ADSs
before deciding whether or not to renounce your right to the benefit of your
options.

Interests of directors and officers; transactions and arrangements concerning
the options.

A list of our directors, members of our Advisory Board and our
executive officers is set out in the table below. As of November 12, 2001, our
executive officers and non-employee directors (ten (10) persons) as a group
owned options outstanding under our 1997 option scheme to acquire up to
1,492,092 ordinary shares (2,984,184 equivalent ADSs), which represented
approximately 36% of the shares subject to all options outstanding under 1997
option scheme as of that date.

Options to purchase our shares owned by directors, executive officers,
members of our advisory board and affiliates are not eligible to be tendered in
the offer and, therefore, will not be tendered for exchange.

The following table sets forth information, as of November 12, 2001,
with respect to the ownership of options to purchase ordinary shares (or
equivalent ADSs) by each director, each executive officer and each member of our
advisory board. The percentages in the table below are based on a total of
outstanding options under the 1997 option scheme to purchase 4,150,612 ordinary
shares (8,301,224 equivalent ADSs) as of November 9, 2001.

% of total Options
options Outstanding
(1997 option (1997 option
Name Position and Offices Held scheme) scheme)

Xxxx X. XxXxxxx Chief Executive Officer and Director 1.41% 116,667
(equivalent ADSs)

Xxxxx X. XxXxxxx Executive Chairman and Director 1.41% 116,667
(equivalent ADSs)

Xxxxx X. Xxxx Chief Strategy Officer and Director 9.88% 820,000
(equivalent ADSs)

X. Xxxx Xxxxx Chief Financial Officer and Director 7.92% 657,850
(equivalent ADSs)

Xxxxxx Xxxxxx Director and Member of Advisory Board None None

Xxxxxx X. Xxxxxxxxx Director None None

Xxxxxx X. Xxxxxxxx Director None None

Xxxxxx X. Xxxxx Vice President, Technology 3.49% 290,000
(equivalent ADSs)

Xxxx Xxxxx Executive Vice President, Sales and Marketing 8.43% 700,000
(equivalent ADSs)

Xxxxxx Xxxxxxxx Vice President, Sales 3.41% 283,000
(equivalent ADSs)

Xxxxxxxxx Xxxxx Member of Advisory Board None None

Xxxxxx Xxxxxxxxx Member of Advisory Board None None

Xxxxxxx Xxxxx Member of Advisory Board None None

Xxxxxx Xxxxxxx Member of Advisory Board None None

The address of each director and executive officer is: c/o Trintech
Inc. 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX 00000.

In the sixty (60) days prior to and including November 13, 2001, the
executive officers, directors, affiliates or subsidiaries of Trintech had the
following transactions in Trintech's securities:

o On October 16, 2001, we granted an option to purchase 290,890
equivalent ADSs to X. Xxxx Xxxxx, our Chief Financial Officer.
The exercise price of this option is $1.70 per equivalent ADS.

o On October 16, 2001, we granted an option to purchase 250,000
equivalent ADSs to Xxxx Xxxxx, our Executive Vice President,
Sales and Marketing. The exercise price of this option is
$1.70 per equivalent ADS.

o On October 16, 2001, we granted an option to purchase 50,200
equivalent ADSs to Xxxxxx X. Xxxxx, our Vice President,
Technology. The exercise price of this option is $1.70 per
equivalent ADS.

Except as otherwise described above, there have been no transactions in
options to purchase our shares or in our shares which were effected during the
60 days prior to and including November 13, 2001 by Trintech or, to our
knowledge, by any executive officer, director, affiliates or subsidiaries of
Trintech.

ADDITIONAL INFORMATION

This offer to exchange is part of a Tender Offer Statement on Schedule
TO that we have filed with the SEC. This offer to exchange does not contain all
of the information contained in the Schedule TO and the exhibits to the Schedule
TO. We recommend that you review the Schedule TO, including its exhibits, and
the following materials which we have filed with the SEC before making a
decision on whether to tender your options:

1. Trintech's annual report on Form 20-F for our fiscal year ended
January 31, 2001, filed with the SEC on May 17, 2001,

2. the description of our ordinary shares as contained in our
Registration Statement on Form 8-A, filed with the SEC on September 30, 1999,

3. Trintech's quarterly report filed on Form 6-K for the quarter ended
April 30, 2001, filed with the SEC on June 14, 2001, or

4. Trintech's quarterly report filed on Form 6-K for the quarter ended
July 31, 2001, filed with the SEC on September 14, 2001.

These filings, our other annual, quarterly and our other SEC filings
may be examined, and copies may be obtained, at the following SEC public
reference rooms:

000 Xxxxx Xxxxxx, N.W. 7 World Trade Center 000 Xxxx Xxxxxxx Xxxxxx
Room 0000 Xxxxx 0000 Xxxxx 0000
Xxxxxxxxxx, X.X. 00000 New York, New York 00000 Xxxxxxx, Xxxxxxxx 00000

You may obtain information on the operation of the public reference
rooms by calling the SEC at 0-000-XXX-0000.

Our SEC filings are also available to the public on the SEC's Internet
site at xxxx://xxx.xxx.xxx.

Our ordinary shares are currently traded in the United States in the
form of ADSs evidenced by ADRs. Each ADS represents one-half (1/2) of one
ordinary share, after taking into account a two-for-one ADS stock split effected
on March 21, 2000. Our ADSs are quoted on the Nasdaq National Market under the
symbol "TTPA" and our SEC filings can be read at the following Nasdaq address:

Nasdaq Operations
0000 X Xxxxxx, X.X.
Washington, D.C. 20006

Each person to whom a copy of this offer to exchange is delivered may
obtain a copy of any or all of the documents to which we have referred you,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents) at no cost, by writing to us at
Trintech, Inc., 0000 Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000 or at
Trintech Group PLC, Trintech Building, South County Business Park, Leopardstown,
Dublin 18, Ireland, or telephoning us at 353-1-207-4000 in Ireland or at
000-000-0000 in the United States.

As you read the foregoing documents, you may find some inconsistencies
in information from one document to another. If you find inconsistencies between
the documents, or between a document and this offer to exchange, you should rely
on the statements made in the most recent document.

The information contained in this offer to exchange about Trintech
should be read together with the information contained in the documents to which
we have referred you.

MISCELLANEOUS

This offer to exchange and our SEC reports referred to above include
"forward-looking statements." When used in this offer to exchange, the words
"anticipate," "believe," "estimate," "expect," "intend" and "plan" as they
relate to Trintech or our management are intended to identify these
forward-looking statements. All statements by us regarding our expected future
financial position and operating results, our business strategy, our financing
plans and expected capital requirements, forecasted trends relating to our
services or the markets in which we operate and similar matters are
forward-looking statements. The documents we filed with the SEC, including our
Annual Report on Form 20-F for the fiscal year ended January 31, 2001 and our
quarterly report filed on Form 6-K for the quarter ended July 31, 2001, discuss
some of the risks that could cause our

actual results to differ from those contained or implied in the forward-looking
statements. These risks include, but are not limited to:

o our recent emphasis on e-commerce software for Internet
payment transactions, an area in which we have limited
experience,

o our failure to achieve or achieving more slowly than
anticipated, broad market acceptance of the standards for
e-commerce payment transactions that we support,

o our need to effectively respond to future changes in the
rapidly developing markets in which we sell our software
products,

o the failure of the market for e-payment solutions for mobile
and wireless e-commerce to develop and, if it does develop,
our inability to be able to develop products that successfully
compete in this market, either of which would significantly
impact our financial results and prospects,

o our dependence on sales of our electronic point-of-sale
systems for payment card transactions for a substantial
portion of our total revenue,

o the potential for the average selling prices for electronic
PoS system products to continue to decline, adversely
affecting our results of operations, particularly our revenue
and operating and net income,

o our expectation of continued losses,

o our business being subject to currency fluctuations that can
adversely affect our operating results,

o our quarterly operating results being difficult to predict
because they can fluctuate significantly,

o our business and financial performance being damaged by
adverse financial conditions affecting our target customers or
by a general weakening of the economy or by the recent
escalation of hostilities between the United States and
certain countries and persons related to terrorist events
including the events that took place on September 11, 2001,

o our reliance on a limited number of customers for a
significant amount of our revenue,

o our reliance on strategic relationships that may not continue
in the future,

o our failure to adequately integrate acquired products,
technologies or businesses,

o our inability to expand our direct sales force,

o our growth being limited if we fail to build an indirect sales
channel,

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

o our dependence on a few key personnel to manage and operate
us,

o difficulties in attracting and retaining highly skilled
personnel with experience in the e-payment and banking
industries,

o 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,

o our inability to timely respond to rapid technological changes
that impact our business,

o our inability to protect our proprietary rights,

o claims that we infringe a third party's intellectual property
rights, which could result in costly litigation or require us
to reengineer or cease sales of our products,

o our industry and our customers' industry being subject to
government regulations that could limit our ability to market
our products,

o rapid growth that could strain our personnel and systems,

o our share price being subject to extreme price fluctuations
and the holders of our ADSs having difficulty trading their
shares,

o the rights of shareholders in Irish corporations may be more
limited than the rights of shareholders in United States and
German corporations,

o our three largest shareholders having 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,

o our corporate tax rate increasing, which could adversely
impact our cash flow, financial condition and results of
operations,

o 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,

o new versions and releases of our products containing errors or
defects,

o potential product liability claims and third party liability
claims related to our products and services,

o our potential need, in the future, to raise additional capital
in order to remain competitive in the e-payment industry,

o our dependence 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,

o demand and market acceptance for recently introduced services
and products over the Internet and wireless networks being
subject to a high level of uncertainty, and the existence of
few proven services and products,

o 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,

o demand for our products and services may be especially
susceptible to adverse economic conditions, or

o our California operations being adversely affected by a
statewide electricity shortage. We maintain an office in San
Mateo, California.

We are not aware of any jurisdiction where the making of the offer is
not in compliance with applicable law. If we become aware of any jurisdiction
where the making of the offer is not in compliance with any valid applicable
law, we will make a good faith effort to comply with such law. If, after such
good faith effort, we cannot comply with such law, the offer will not be made
to, nor will tenders be accepted from or on behalf of, the option holders
residing in such jurisdiction.

We have not authorized any person to make any recommendation on our
behalf as to whether you should tender or not tender your options through the
offer. You should rely only on the information in this document or documents to
which we have referred you. We have not authorized anyone to give you any
information or to make any representations in connection with the offer other
than the information and representations contained in this document, the email
to eligible employees, the election form, the notice to change election from
accept to reject and the promise to grant new options. If anyone makes any
recommendation or representation to you or gives you any information, you must
not rely upon that recommendation, representation or information as having been
authorized by us.

November 13, 2001 Trintech Group PLC

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EXHIBIT 99 (a)(1) ------------------------------------------------------------- ------------------- OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS HELD BY ELIGIBLE EMPLOYEES FOR NEW OPTIONS This document constitutes part of a prospectus relating to the...

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