» Trintech Chairman’s Address 2008 | Financial Governance

Chariman’s Address 2008

Trintechs Annual General Meeting

Thursday, July 24, 2008

Good afternoon fellow shareholders, colleagues, ladies and gentlemen, welcome to the Annual General Meeting of Trintech Group plc. The time is now after 3pm, and I would therefore like to start the proceedings.

I note that the necessary quorum of members is present and I therefore have pleasure in declaring the meeting open.

I would like to preface all discussions today with the following ‘safe harbour’ statement. This AGM will contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. In particular, forward-looking statements will include amongst other things, statements relating to Trintech’s expected revenues, earnings, overall financial performance, acquisition opportunities, strategic direction and goals, product and technological investments and cost base in fiscal 2008.

These statements should be considered forward-looking in nature and subject to certain risks and uncertainties that could cause actual results to differ materially from those statements.

Actual performance may be affected by the factors more fully discussed in Trintech’s Form 20-F filed with the Securities and Exchange Commission in June, 2008 and all subsequent filings made with the Securities and Exchange Commission. Lastly, please understand the company undertakes no obligation to update any information presented at this meeting or during the ensuing question and answer session.

Now, I would like to briefly introduce you to the other members of our Board of Directors who are here with us this afternoon.

I’ll start with the Executive Director team:

Paul Byrne, our President who has been a Board member since 1997. Before joining us, Paul was Group Financial Controller at Lafferty Publications Limited, an international publishing company for the Financial Services Industry, and before that he was a chartered accountant with Price Waterhouse.

And myself, Co-Founder, Chief Executive Officer and Chairman of the Board. My career background was in Investment Banking having worked with the Industrial Credit Corporation – ICC for several years in the IT investment sector before co-founding Trintech with my brother John. I have been a Director since 1987 and currently serve as Chief Executive Officer and Chairman.

Also with us today are our non executive directors: Trevor Sullivan, Robert Wadsworth, Kevin Shea and Jim Mountjoy.

Trevor has served on the Board since 1991 and for eight years Trevor was the Chairman of our Board of Directors. Trevor is currently a director of several private companies. He also held a number of senior management positions including Managing Director at Memorex Ireland and Vice- President of Memorex International and prior to that he worked with IBM.

Having joined us before going public, Robert has served as a non executive Director since September 1998. He is currently Managing Director of HarbourVest Partners LLC, a private investment company which focuses on direct investments. He manages many of the firms investment activities in both the industrial and information technology sectors. He is also a director of several private and public companies Prior to HarbourVest, Rob worked for Booz, Allen and Hamilton, an international consulting company, specializing in the areas of operations, strategy and manufacturing productivity.

Kevin Shea joined the company back in January 2000 as a director and Chief Operating Officer, a position he held until October, 2001. Kevin is currently Chairman and CEO of Elan Investments, a private investment company. Before joining Trintech, Kevin held senior executive roles in the US with National Data Corporation and Citicorp, among others. Kevin now serves on the Board as a non-executive director.

Finally, we have Dr. Jim Mountjoy. Jim joined the Board in June 2004 as a Non-Executive Director. Prior to this he was co-founder and CEO of Euristix Limited, a software development company which specialises in telecommunications signalling systems which was acquired by Fore Systems which in turn was acquired by Marconi Communications. Jim serves as a Non-executive Director of, and advisor to, a number of technology companies and venture capital funds, including the Science Foundation Ireland.

Turning now to a review of Board activities in fiscal 2008. Your Board spent considerable time over the last year working with senior management to ensure a thorough understanding of the business in what are still challenging market conditions. This is an essential part of our Board responsibility, and is instrumental in building the effective corporate structures and culture that we believe are critical to Trintech’s long term success.

As a matter of course, during the year the Board reviewed all disclosure policies and practices in line with corporate governance best practice.

Trintech’s Audit Committee consists of Kevin Shea as Chairman, Rob Wadsworth and Trevor Sullivan. Its primary purpose is to assist the Board in fulfilling its responsibility to oversee management’s conduct of the Company’s financial reporting process. This includes oversight review with respect to the financial reports and other financial information provided by the Company to the SEC and any governmental or regulatory body, the public or other users, the Company’s systems of internal accounting and financial and disclosure controls, and the annual independent audit of the Company’s financial statements.

Before I move on to summarizing the past year for Trintech, I’d like to take this opportunity to thank my fellow Board Directors for their ongoing support and hard work in what was a challenging but rewarding year.

Business Overview

Following a strategic review of the business back in 2006, Trintech decided to focus exclusively on software and transaction service solutions which were higher margin and had greater levels of recurring revenue, which was consistent with our choice of business model. Today, we are in effect a new company with a 100% focus on software and transaction service solutions, growing and EBITDA profitable.

Today, Trintech is a leading global provider of integrated financial governance, transaction risk management, and compliance solutions. We enable companies to achieve excellence in financial governance and performance management through a comprehensive platform of account reconciliation, accounting compliance, and financial reporting applications across the financial lifecycle.

Over 600 leading global organizations are realizing the benefits of Trintech solutions every day to:

In summary, Trintech’s solutions help customers enhance and recover revenue, reduce transaction costs, eliminate fraud, minimize transaction risk, meet their accounting compliance obligations and maximize cash flow and profitability. We continue to add new customers and our customer base of more than 600 industry leaders, includes 20% of the Fortune 50 and over 101 of the Fortune 500 companies. Trintech’s customers include retail chains, commercial companies, financial institutions and healthcare providers in the United States, the UK and the Republic of Ireland, continental Europe and Australia. Top customers in recent years include Accenture, Regis Corporation, Sodexho Operations, Target Stores, Providence Health and Cleveland Clinic.

Now, moving onto the last 12 months in particular. It has been a solid year in what is still an uncertain global market with difficult trading and economic environments still existing in the markets. Despite this, our financial performance for fiscal 2008 improved with revenue of $32.9 million and an adjusted EBITDA loss of $327,000 compared to revenue of $25.8 million and an adjusted EBITDA loss of $2.17 million for the previous year representing an annual revenue growth rate of 28% and a substantial improvement in our earnings performance.

The Company today has two business divisions: FMS and Healthcare. The FMS business generated revenues of approximately $28.5 million in fiscal 2008 compared with $25 million in fiscal 2007 which represented 14% growth on the previous year. This solid performance was due to robust growth in our core ReconNET product and AssureNET products, as well as from our continued expansion into new international markets of Europe and Australia as well as new vertical markets of Financial Services.

The Healthcare division was formed in June 2006, to help healthcare providers, payers and financial institutions optimize the claim to payment transaction process, including transaction reconciliation and workflow management of exceptions. The Healthcare division generated revenues of $4.4 million for the year ended 31st January, 2008 compared to $780,000 for the year ended 31st January, 2007 which all related to the two month period after we acquired the Concuity business in December, 2006. This was a substantial improvement in the financial performance of the Healthcare division during the last trading year.

Recurring revenue accounted for 63% of total revenue in fiscal 2008 and was derived from the provision of annual licence fees, transaction services, support and maintenance, SaaS and ASP fees. The high recurring revenue nature of our business model provides protection from the swings in the general economy and will continue to e a key focus for management as we grow our business moving forward. The remaining 37% of total revenue was generated from initial licence fees and the provision of professional services, such as implementation fees.

Overall, I am very pleased with our performance in our core markets which demonstrates the robustness of our business model.

The market opportunity for Trintech’s products continues to be large and growing. According to IDC, a global market intelligence firm, estimates that the global market for financial compliance software will grow at a compound annual growth rate, of 16.5% from US$1 billion in 2006 to US$2.2 billion in 2010. This growth is being driven by significant investment by companies to maintain Sarbanes-Oxley compliance and strengthen and make more secure transaction process management platforms; initiatives by multinational companies to globally adopt proven risk and performance management solutions; growing demand for revenue enhancing solutions by medium-sized financial institutions as well as increased focus on automation and efficiency in the face of increasing competition and increasing automation of the revenue cycle by healthcare providers to grow revenue and improve cash flow.

The Healthcare Advisory Board, a US healthcare market intelligence firm, estimated in a recent report that healthcare providers experience up to 6% revenue leakage due to inappropriate healthcare insurance company denials and underpayments, representing more than US$60 billion in lost revenue per annum, making revenue cycle management the new frontier of healthcare investment following the electronification of patient records and automation of the process of submitting claims to insurers.

Moving to technology and innovations. The Company’s software solutions incorporate advanced technologies to address user requirements in today’s highly distributed networking environments. The Company’s products support high volumes of transactions in a secure, scalable cross-platform environment, combining proven, reliable proprietary payment technologies with current Internet, operating system and database development tools. The Company’s software is developed using Java, C#, .NET, Smalltalk, and industry standard web programming languages and standards:

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

We also announced during the year, new product releases such as LCM Payments, a next generation account reconciliation and positive pay solution for financial institutions as well as new releases of our flagship ReconNET, AssureNET and ClearContracts products. The latest release of ReconNET streamlines reconciliation workflow and improves auditing, documentation and internal controls. The latest release of AssureNET expands reconciliation, accounting compliance and dashboard reporting capabilities, while providing customers with a feature rich workflow process management system for enterprise reconciliation which assists businesses to manage risk and conform to Sarbanes-Oxley compliance requirements. Finally, our latest release of ClearContracts further improves Revenue Cycle Management with increased contract modeling analysis and negotiation capabilities. Concuity was also awarded during the year the Healthcare Financial Management Association Peer Review seal of approval for ClearContracts.

Our ‘On Demand’ solutions offering to customers, better known as SaaS (software as a service), including our ClearContracts offering to healthcare clients, is part of our strategy of providing customers with an alternative transaction service pricing model and is consistent with our strategic direction of continuing to move the Company towards a software and transaction service business model with higher levels of recurring revenue.

Finally, in February, 2008, following the acquisition of Movaris Inc we formally launched Trintech Unity which is a broad based financial governance and performance management platform targeted at the ‘Office of Finance’.

We are confident that these new product initiatives and increased focus on new markets are generating a good sales pipeline. While these investments will have a negative impact on earnings in the short-term, they, combined with the acquisition of Movaris, present growth opportunities within our target markets and the Company for long term growth.

Our new products also featured prominently at our recent Customer Conference held in New Orleans, where a large attendance of over 220 people attended, representing over 100 of our top commercial, financial and healthcare customers in the US market. Our conference was also sponsored by leading organizations such as KPMG, Solutran Software, and Prodiance and was a great success.

At the conference, an Executive Circle for FMS and Healthcare C-Suite executives brought together thought leaders for one day to discuss best practices, unique business experiences, and technology and product roadmaps for the future. Industry analysts and speakers from Gartner, KPMG and Deloitte & Touche participated in the day’s proceedings and the executive round table discussion.

Moving onto Partnerships and M&A Activity

During the 2008 fiscal year, we also continued to execute our strategy of building a strong network of sales channels and partnerships with global leading companies. These included Microsoft and Oracle on the technology front, Accenture, HP and Accounting Plaza as BPO partners, Spectrum and Cube as resellers and lastly KPMG and Protiviti on the accounting, audit and compliance front.

On the M&A front a major transaction was successfully completed in February, 2008, when the Company announced that it had acquired Movaris Inc, a privately held company in the US for an initial consideration of $8.5 million subject to adjustment relating to performance related contingent consideration. The acquisition strengthened our market leading position in the Financial Governance with customers benefiting from a tightly integrated AssureNET and ReconNET, to provide end-to-end solution for an integrated financial governance solution covering general ledger account reconciliation, review, certification, risk management and accounting compliance.

Movaris has pioneered solutions to manage the ‘Last Mile of Finance’ which focuses on the automation of critical financial processes such as account reconciliation, financial close, SOX compliance and GRC. These activities are highly dependent on each other and, when unified, create new insights into business performance and strong return on investment savings for clients. Recently, we also completed numerous Analyst Briefings in conjunction with the acquisition of Movaris to communicate our market positioning and product roadmap for the business. Gartner Research were very positive and endorsed this market requirement when analyst John Van Decker recommended in his recent research report that Finance and IT leaders should “adopt a holistic approach to the last mile of finance” to seek business transformation while reducing costs and improving efficiencies.” He went on to say, “ The acquisition of Movaris is key to Trintech’s strategy to be the leading best-of-breed vendor of the Financial Governance suites”. More recently, Trintech was named a “Cool Vendor” for its innovations in Compliance and Risk Management by leading analyst firm, Gartner.

Now turning briefly to cost management, fiscal 2008 saw an increase in our operating cost base as we continued our investment in the development of the next generation of our product platform as well as the expansion into new vertical markets of financial services, healthcare and international. Our operating costs increased to $27 million in fiscal 2008 from $21.4 million in fiscal 2007, representing a 26% increase in the year due mainly to the inclusion of the first full year impact of the cost base of Concuity, our healthcare business. The impact of the weakening US dollar on our Sterling and Euro-based costs in FY08 generally has not helped but we continue to use foreign exchange hedge contracts for our incremental FX exposure that is not naturally hedged by our euro and sterling revenue streams.

Trintech’s financial performance has been driven by our diversified customer base, product innovation and strong product set and of course a solid balance sheet which had closing cash and cash equivalent balances of almost $26 million at the end of our fiscal year 2008. Cash generation from operations will continue to be a major focus for management as we target to be EBITDA profitable for every quarter in FY09. The Company continues to have no debt or bank borrowings and with the current turmoil in the banking and credit markets, the Company intends to continue with this prudent financial policy.

Moving onto the future and our business strategy and outlook for FY09. Trintech is concentrating on higher margin software products and market opportunities which best leverage our competency in reconciliation workflow, revenue enhancement, risk management, financial performance and compliance. In this regard, we are fully committed to our business model shift to a software and transaction services business mix with a strong focus on recurring revenue as evidenced by recent new product launches.

The key components of the Company’s growth strategy are:

Looking to outlook for FY09 specifically, while we are confident about the business in general, we feel it is appropriate to be prudent and realistic in light of the general uncertainty in the current economic environment. As a result we will remain conservative on outlook and guidance, as we position the business for broader market adoption into new vertical markets of financial services and healthcare generally. We will maintain our significant investment in new product development and sales & marketing resources while transitioning our business into new markets. This investment program will have a negative impact on earnings in the short term, and is expected to continue to do so at least through the end of the current fiscal year. With our strong cash reserves, we will also continue to evaluate potential acquisition opportunities like Movaris that have a strong strategic fit with our business and which will allow us to expand into new vertical markets and drive global scale in this business.

In summary, we continue to see growth opportunities for our financial governance, transaction risk management and compliance solutions in our core commercial / retail market as well as the international markets. In the expanding healthcare market, we see increased opportunities for our revenue cycle management software applications which deliver improved revenue recovery and enhanced profitability for our healthcare clients. Our operating plan is to drive revenue growth and EBITDA profitability with a strong focus on our operating cost efficiency given the challenges of the economic environment. We maintain a strong focus on our recurring revenue within our revenue mix for predictability and visibility in our business model. Our objective is to maintain recurring revenue of between 55% and 65% of total revenue moving forward.

With regard to our Share Buy-Back programme which we are seeking approval from our shareholders today, we intend subject to shareholder approval to initiate the purchase of our stock as the Board strongly feels that the current Trintech share price does not currently reflect the true enterprise value of the business.

Moving onto shareholder communications, I would like to take the opportunity this afternoon to draw your attention to the Investor Relations section of our website. You will note that it includes sections over-viewing our AGM, Corporate Governance and Shareholder Information. We are pleased with our website and believe that it utilizes the latest technological advancements to provide information regarding the company to our shareholders.

It is one of our ongoing objectives to ensure that we are proactive on the investor relations front and that all shareholders receive company information at the same time. A copy of this address will be posted on the Trintech Investor Website. The web is a unique tool which helps us achieve this goal and update our investors promptly and informatively. I would encourage you to visit our site www.trintech.com if you are not familiar with it.

I have shared with you today our review of Trintech over the last 12 months, Fiscal Year 2008 and through to the date hereof. Our experiences over the last year have reinforced our understanding of what we must do to deliver sustainable growth in the short and long term regardless of turbulent operating environments.

In the short term we must continue to run the business tightly, drive it hard, aggressively control costs and focus on reaching new customers profitably.

In conclusion, our primary goal is to increase shareholder value by making the Company more competitive, more responsive to customer needs and better positioned to pursue new growth opportunities. Our business strategy is to focus on our high margin products targeted at the growing financial governance, risk management and compliance markets, and drive EBITDA profitability growth by maintaining a strong discipline on our operating cost base.

Finally before we proceed with today’s main business I would like to reiterate that Trintech is a company steered by high calibre and committed people at all levels throughout the Group. I would like to take this opportunity to thank them, for all their hard work and pay tribute to their dedication during this challenging year. I would also like to thank you, our shareholders, for your courtesy to me at this meeting and for your continued support and commitment through your ownership of our stock.

With that I’d like to proceed with today’s voting which will be followed by a question and answer session.