TRINTECH GROUP PLC NOTICE OF ANNUAL GENERAL ...

RESOLUTION NINE
APPROVAL OF NEW SHARE BUY BACK PROVISIONS
Resolution Nine Vote Required
That, subject to the provisions of the Companies Act 1990 (the “1990 Act”) including, in particular, Part XI thereof,
for the purposes of Section 209 of the 1990 Act the re-issue price range at which any treasury shares (as defined by Section
209) for the time being held by the Company may be re-issued off-market shall be as follows:
(a) the maximum price at which a treasury share may be re-issued off-market shall be an amount equal to 120 per
cent of the Relevant Price; and
(b) the minimum price at which a treasury share may be re-issued off-market shall be an amount equal to 95 per cent
of the Relevant Price; provided that no treasury share shall be re-issued at less than the nominal value thereof.
For the purposes of this resolution the following expressions have the following meanings:
(i) “Relevant Price” means the average of the closing prices on the Exchange of a share of the same class as the treasury share
which is to be re-issued for the five Trading Days immediately preceding the day on which the treasury share is to be reissued;
(ii) The “Exchange” means NASDAQ;
The authority conferred by resolution 9 (b) will expire at the close of business on the date of the next annual general meeting
of the Company or, if later, January 22, 2012 unless previously varied, revoked or renewed.
The affirmative vote of the holders of not less than seventy-five percent (75%) of the ordinary shares represented, in
person or by proxy, at the Annual General Meeting and voting on the proposal is required to approve the terms to either
cancel some or all of the shares purchased pursuant to the Agreement, or to hold some or all of the shares purchased pursuant
to the Agreement in the form of treasury shares, and to issue any shares held as treasury shares to such party or parties as the
board of the Company shall in its absolute discretion deem appropriate, such treasury shares to be reissued at a price per
treasury share of not less than a minimum of 95% of the relevant price or more than a maximum of 120 per cent of the
relevant price.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” RESOLUTION NINE
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