MHA Cayman
10 Market Street, Suite 6
Camana Bay, PO Box 30900
Grand Cayman KY1-1204
Cayman Islands
T +1 345 936 9900
MHCayman.ky

INDEPENDENT ACCOUNTANT’S REPORTTo the Board of Directors and Management
Tether Holdings Limited
In accordance with our engagement letter and its terms and conditions dated 31 March 2022, we are reporting to themanagement of Tether Holdings Limited (the “Company”) and its wholly owned subsidiaries in the British Virgin Islandsand Hong Kong (the “Group”) that we have examined the assertions in its Consolidated Reserves Report as of 31 March2022 at 11:59 PM UTC (the “CRR”), a copy of which has been included in Appendix 1 to this report, is correctly stated basedon the balances set out therein.
OpinionIn our opinion, the CRR as prepared by the management of the Group as of 31 March 2022 at 11:59 PM UTC, is, in allmaterial respects, fairly presented in accordance with the criteria, including Management’s Key Accounting Policies, set outtherein.
Our findings as of 31 March 2022, at 11:59 PM UTC are:
•The Group’s consolidated total assets amount to at least USD 82,424,821,101 and the asset breakdown set out in theCRR is materially accurate.

•The Group’s consolidated total liabilities amount to USD 82,262,430,079 of which USD 82,188,190,813 relates to digitaltokens issued.

•The Group’s consolidated assets exceed its consolidated liabilities.

•

The Group’s consolidated reserves held for its digital assets issued exceeds the amount required to redeem the digitalasset tokens issued.

Basis for Opinion
We believe that the evidence we have obtained is sufficient and appropriate to provide a reasonable basis for our assurance
opinion.
We conducted our attestation engagement in accordance with the:•International Standard on Assurance Engagements (ISAE 3000 (Revised))•International System for Quality Control (ISQC 1)•International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) underwhich our responsibilities include being independent of the Group, and we have fulfilled our other ethicalresponsibilities in accordance with the IESBA Code.

Those standards require that we plan and perform the attestation examination to obtain reasonable assurance about
whether the assertions by the Group’s management in its CRR are fairly stated, based on our investigation of the balances
set out therein, in all material respects. An assurance engagement involves performing procedures to obtain reasonable
evidence about the CRR.

MHA Cayman is the trading name for MHA MacIntyre Hudson Cayman Ltd
a subsidiary of MHA MacIntyre Hudson, the UK member firm of Baker Tilly International

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Our opinion is limited solely to the CRR and the corresponding consolidated total assets and consolidated total liabilities asof 31 March 2022, at 11:59 PM UTC. Activity prior to and after this time and date was not considered when testing thebalances and information described above. In addition, we have not performed any procedures or provided any level ofassurance on the financial or non-financial activity on dates or times other than that noted within this report.
The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks ofmaterial misstatement of the CRR, whether due to fraud or error. In making an assessment of the risks of material
misstatement, we considered and obtained an understanding of internal controls relevant to the preparation of the CRR inorder to design procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on
the effectiveness of such internal controls. Accordingly, no such opinion is expressed.
The Group’s management is responsible for its assertions in its CRR that relate to its consolidated assets to back its
consolidated liabilities issued, including the consolidated liabilities for the digital assets issued, as well as other assets andliabilities of the group.
The Notes to the CRR included in Appendix 2 are provided by management of the Group for additional information only,
and this information has not been subject to the scope of our assurance engagement and, accordingly, we do not express anopinion or provide any assurance on it. Our responsibility is to read the other information in Appendix 2, and, in doing so,
consider whether the other information is materially inconsistent with the CRR or our knowledge obtained in the course of
the engagement, or otherwise appears to be materially misstated.
Emphasis of Matter
We draw attention to the following in the accompanying CRR:•The reporting date is limited to a point in time as of 31 March 2022 at 11:59 PM UTC. We did not perform procedures orprovide any assurance at any other date or time in this report.

•Management’s accounting policies are to value:
oFinancial assets are initially valued at fair value. Subsequently investments in financial assets are measured atfair value, with the except of certain loans which are measured at amortised cost and adjusted for any expectedcredit loss allowance.

ooIntangible digital assets are valued at cost less any impairment.
Investments in precious metals are valued at fair value through profit and loss.

oTether tokens in issue have been classified as refund liabilities in line with IFRS 9, which are repayable on
demand, and are recorded at the contractual redemption value of the tokens.

oOther assets and other liabilities are valued at amortised cost less any expected credit losses.

•Management have applied a going concern basis of accounting to value the Group’s assets. The going concern
assessment requires significant management judgement with regards to the Group’s liquidity, market and credit risks.
We do not provide any assurance in respect of such assessment.

•The valuation of the assets of the Group have been based upon normal trading conditions and do not reflect anunexpected large-scale sale of assets, or the case of any key custodians or counterparties defaulting or experiencing
substantial illiquidity, which may result in materially different or delayed realisable values. No provision for expectedcredit losses was identified by management at the financial reporting date.

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•At the reporting date, Tether Holdings Limited was the defendant in two ongoing legal cases, the outcome of whichcannot yet be reasonably reliably estimated by management and no provision was recognised by management.

•The digital assets issued by the Group allow holders to transact and settle transactions in a rapid manner, which can be
pseudonymous, and pseudonymously verified by the sender and recipient. The digital asset industry is innovating
rapidly, with a trend lowering cost, increasing accessibility and adoption. However, any users of digital assets, including
those issued by the Group, should firstly inform themselves of the general risks and uncertainties, including evolving
legal and regulatory requirements, and Tether Holding Limited’s risk disclosure statement and terms of service,including those of Tether Gold if applicable.

Our opinion is not modified in respect of these matters.
______________MHA Cayman
18 May 2022

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APPENDIX 1
Consolidated Reserves Report (the “CRR”)
Prepared by Tether Holdings Limited
As of 31 March 2022, at 11:59 UTC

Consolidated Reserves Report
This report includes financial information for and in respect of Tether Holdings Limited(the “Company”) and its wholly owned subsidiaries in the British Virgin Islands andHong Kong (the “Group”). This report is not the financial statements of the Group but
is unaudited financial information extracted from its accounting records.
The Management of the Company asserts the following as of 31 March 2022 at 11:59
PM UTC:••••The Group’s consolidated total assets amount to at least US$82,424,821,101.
The Group’s consolidated total liabilities amount to US$82,262,430,079, of which
US$82,188,190,813 1 relates to digital tokens issued. 2
The Group’s consolidated assets exceed its consolidated liabilities.
The Group’s consolidated reserves held for the digital tokens issued exceeds theamount required to redeem the digital tokens issued.

Management’s Key Accounting Policies:•••••••

This report is prepared using the recognition and measurement principles of IFRS
as issued by the IASB, but does not contain sufficient information in terms ofgeneral presentation, required primary statements, and disclosures in order tocomply with IFRS.
Management has applied a going concern basis of accounting to value the Group’sassets.
Financial assets are initially valued at fair value. Subsequently investments infinancial assets are measured at fair value, with the exception of certain loans,which are measured at amortised cost and adjusted for any expected credit loss
allowance.
Intangible digital assets are valued at cost less any impairment.
Investments in precious metals are valued at fair value through profit and loss.
Tether tokens issued have been classified as refund liabilities in line with IFRS 9,which are repayable on demand, and are recorded at the contractual redemption
value of the tokens.
Other assets and other liabilities are valued at amortised cost less any expectedcredit losses.

1 The consolidated liabilities related to digital tokens issued comprises the consolidated amount related to thetotal digital tokens issued less digital tokens held by the group but not in its treasury wallet. Digital tokens in
the treasury wallet are authorised but not yet issued and are not considered liabilities of the Group. The total
consolidated liability related to all digital tokens issued, including those held by the Group, is equal to
US$82,262,430,079. The consolidated amount related to digital tokens held by the Group but not in its treasury wallet is equal to US$74,239,266. The consolidated digital tokens held by the Group do not form any partof the consolidated assets or liabilities of the Group.
2
The Group’s transparency page is published daily and updated at least once per day. Accordingly, from time
to time, there may be a delay between issuances and the information available on the transparency page. On
the reporting date, there are no issuances that are not reflected on the transparency page.

•The valuation of the assets of the Group is based on normal trading conditions
and does not reflect unexpected and extraordinary market conditions, or the caseof key custodians or counterparties experiencing substantial illiquidity, which may
result in delayed realisable values. No provision for expected credit losses wasidentified by management at the reporting date.

Other Information:••

Reporting Date: The reporting date is limited to a point in time as of 31 March2022 at 11:59 PM UTC.
Outstanding Litigation: At the reporting date, the Company and/or members ofthe Group are defendants in two ongoing civil litigation proceedings, the outcomesof which cannot yet be reasonably reliably estimated by management, and noprovision is recognised.

Tether Holdings Limited
Consolidated Reserves Report
As of 31 March 2022—Authorised & Approved 18 May 2022
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Asset Breakdown: At the reporting date, the breakdown of the minimum
consolidated total assets is as follows:
Cash & Cash Equivalents & Other Short-Term Deposits & Commercial Paper:
Commercial Paper & Certificates of Deposit 3$20,096,579,998

4$4,100,485,805

Cash & Bank Deposits

Reverse Repurchase Agreements
Money Market Funds

5$105,331,269

6$6,798,150,552

U.S. Treasury Bills 7
Non-U.S. Treasury Bills•$39,199,221,428
8$286,155,289

Subtotal$70,585,924,341

Secured Loans (none to affiliated entities)$3,149,732,368

Corporate Bonds, Funds & Precious Metals$3,729,529,946

Other Investments (including digital tokens)$4,959,634,446

Total$82,424,821,101

Commercial Paper & Certificates of Deposit: At the reporting date, the rating 9 of
the commercial paper and certificates of deposit held in the minimum consolidated
total assets is as follows:
A-1+$2,032,035,789

A-1$10,606,186,576

A-2$7,358,285,689

A-3$100,071,944

Total$20,096,579,998

3 Commercial paper & certificates of deposit comprises commercial paper (short-term debt issued by corpora-tions) and certificates of deposit (negotiable short-term deposits issued by financial institutions). The average
duration of items in this category is 44 days and the average rating is A-1.
4 Cash & bank deposits comprises: cash deposits at financial institutions and call deposits, i.e., deposits that
may be withdrawn with two days’ notice or less; fiduciary deposits, i.e., deposits made by banks on behalf ofand for the benefit of members of the Group; and, term deposits, i.e., deposits placed by members of the Group
at its banks for a fixed term.
5 Reverse repurchase agreements comprises agreements that have been entered into directly or indirectly bymeans of the purchase of structured notes or fund vehicles, where the ultimate issuer or guarantor of the agreement has a rating of A-2 or better.
6 Money market funds comprises funds investing in highly liquid, short-term money market instruments, including but not limited to deposits, treasury bills, commercial paper, and reverse-repurchase agreements.
7 U.S. treasury bills comprises U.S. treasury bills with a maturity of less than 120 days.
8 Non-U.S. treasury bills comprises non-U.S. treasury bills with a maturity of less than 180 days.
9All references to credit ratings refer to Standard & Poor’s ratings, or equivalent ratings by Moody’s, Fitch, orother Nationally Recognized Statistical Rating Organization, as defined by the U.S. Securities and ExchangeCommission.
Tether Holdings Limited
Consolidated Reserves Report
As of 31 March 2022—Authorised & Approved 18 May 2022
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At the reporting date, the breakdown of the maturity of the commercial paper andcertificates of deposit held in the minimum consolidated total assets is as follows:
0–90 days$18,873,342,614

91–180 days

$1,123,436,236

181–365 days
Total

••

$99,801,148$20,096,579,998

Risks Associated with Digital Tokens: The digital tokens issued by the Group
allow holders to transact and settle transactions in a rapid manner, which may bepseudonymous, and may be verified by the sender and the recipient. The digitalasset industry is nascent and innovating rapidly. Accordingly, any users of digitalassets, including those tokens issued by the Group, should first inform themselvesof the general risks and uncertainties of the industry, including as to evolving legal
and regulatory requirements. Users of Tether tokens should familiarize themselveswith the risk disclosures, as they may be changed and updated from time to time,
available at the “Risk Disclosure Statement” tabs at https://tether.to/legal/ andhttps://gold.tether.to/legal.
Tether Gold: Tether Gold (XAU₮) tokens are digital tokens that represent
ownership of physical gold. Holders of XAU₮ tokens have undivided ownershiprights to gold on specified gold bars. A member of the Group is the issuer of theXAU₮ tokens and the representative of the token holders with the custodian.
XAU₮s are issued to a token holder upon or shortly following receipt of the goldby the custodian. Accordingly, the gold in respect of issued XAU₮ tokens is heldin the Group’s reserves for a short period of time between purchase of the gold
and the issuance of the XAU₮ tokens, but there is no such gold as of the reporting
date. However, XAU₮ tokens that are available for sale to users, but not yet soldto them, are included in the Group’s asset reserves. 10Authorised and approved by the Board of Directors on 18 May 2022 and signed by:

JL van der Velde

10 At the reporting date, there are 246,524.33 XAU₮ tokens that have been issued, 142,320.92 of which havebeen sold and 104,203.41 of which are ready for sale. The custodian holds 246,524.33 fine troy ounces of goldin respect of the XAU₮ tokens. The fair market value of the gold held by the custodian in respect of the XAU₮
tokens that have been sold is equal to US$275,738,243. The fair market value of the gold held by the custodianfor XAU₮ tokens ready for sale is equal to US$201,887,855.
Tether Holdings Limited
Consolidated Reserves Report
As of 31 March 2022—Authorised & Approved 18 May 2022
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APPENDIX 2Notes to the Consolidated Reserves Report(no assurance provided by the independent accountant on these notes)
Prepared by Tether Holdings Limited
As of 31 March 2022, at 11:59 UTC

Notes to the Consolidated Reserves Report(no assurance provided by the independent accountant on these notes)
1.

Responsibilities of Management:
Management is responsible for the preparation and fair presentation of thisConsolidated Reserves Report, and for such internal control as management
determines is necessary to enable its preparation free from material misstatement.

2.

Background Information:
2.1.

2.2.

The Company is a British Virgin Island company. Tether Limited, a memberof the Group, is registered as a Money Services Business with the FinancialCrimes Enforcement Network of the U.S. Department of the Treasury.
Members of the Group make reports to the BVI’s Financial Investigation
Agency pursuant to applicable law.
Tether Tokens are stablecoin utility tokens that facilitate commercial
transactions and activity in various marketplaces. As of the reporting date,
Tether tokens are available on 9 discrete blockchains, 11 all as approved bythe Group. The total number of authorised and issued tokens is madepublicly available by the Group. All Tether tokens are backed by anequivalent amount of assets held in reserves by the Group. The use of Tether
tokens is governed by Tether’s terms of service, as they may be changed andupdated from time to time, available at https://tether.to/legal/, provided thatthe use of XAU₮ tokens is governed by Tether Gold’s gold token terms ofsale and service, as they may be changed and updated from time to time,
available at https://gold.tether.to/legal.

11 Tether tokens are currently issued on the Ethereum, Tron, EOS, Liquid, Algorand, SLP, Solana, Avalanche,

and Omni layer (Bitcoin) blockchains.
Tether Holdings Limited
Consolidated Reserves Report
As of 31 March 2022—Authorised & Approved 18 May 2022
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