Exhibit 11.1



Effective June 1, 2012

SCORPIO TANKERS
INC.

CODE OF ETHICS



The Board of Directors
of Scorpio Tankers Inc. (the “Company”) has adopted this Code of Ethics (the “Code”) for all of the Company’s
employees, directors, officers and agents (“Employees”).

| | I. | Conflicts of Interest
| | -- | ---------------------

A conflict of
interest occurs when an Employee’s private interests interfere, or even appears to interfere, with the interests of the Company
as a whole. While it is not possible to describe every situation in which a conflict of interest may arise, Employees must never
use or attempt to use their position with the Company to obtain improper personal benefits. Any Employee who is aware of a conflict
of interest, or is concerned that a conflict might develop, should discuss the matter with the Audit Committee or the office of
the General Counsel immediately.

| | II. | Corporate Opportunities
| | --- | -----------------------

Employees owe
a duty to advance the legitimate interests of the Company when the opportunities to do so arise. Employees may not take for themselves
personally opportunities that are discovered through the use of corporate property, information or position.

| | III. | Confidentiality and Privacy
| | ---- | ---------------------------

It is important that Employees protect
the confidentiality of Company information. Employees may have access to proprietary and confidential information concerning the
Company’s business, clients and suppliers. Confidential information includes such items as non-public information concerning
the Company’s business, financial results and prospects and potential corporate transactions. Employees are required to keep
such information confidential during employment as well as thereafter, and not to use, disclose, or communicate that confidential
information other than in the course of employment. The consequences to the Company and the Employee concerned can be severe where
there is unauthorized disclosure of any non-public, privileged or proprietary information.



To ensure the
confidentiality of any personal information collected and to comply with applicable laws, any Employee in possession of non-public,
personal information about the Company’s customers, potential customers, or Employees, must maintain the highest degree of
confidentiality and must not disclose any personal information unless authorization is obtained.







Effective
June 1, 2012



| | IV. | Honest and Fair Dealing
| | --- | -----------------------

Employees must
endeavor to deal honestly, ethically and fairly with the Company’s customers, suppliers, competitors and employees. No Employee
should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of
material facts, or any other unfair-dealing practice. Honest conduct is considered to be conduct that is free from fraud or deception.
Ethical conduct is considered to be conduct conforming to accepted professional standards of conduct.

| | V. | Protection and Proper Use of Company Assets
| | -- | -------------------------------------------

The Company’s assets are only
to be used for legitimate business purposes and only by authorized Employees or their designees. This applies to tangible assets
(such as office equipment, telephone, copy machines, etc.) and intangible assets (such as trade secrets and confidential information).
Employees have a responsibility to protect the Company’s assets from theft and loss and to ensure their efficient use. Theft,
carelessness and waste have a direct impact on the Company’s profitability. If you become aware of theft, waste or misuse
of the Company’s assets you should report this to your manager.



| | VI. | Compliance with Laws, Rules and Regulations
| | --- | -------------------------------------------

It is the Company’s
policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each Employee to adhere
to the standards and restrictions imposed by those laws, rules and regulations, and in particular, those relating to accounting
and auditing matters.

Any Employee
who is unsure whether a situation violates any applicable law, rule, regulation or Company policy should contact the office of
the General Counsel.

| | VII. | Anti-Corruption and Anti-Bribery
| | ---- | --------------------------------

The UK Bribery
Act 2010 (the “Bribery Act”) and the Foreign Corrupt Practices Act (the “FCPA”) (together the “Anti-Corruption
Legislation”) prohibit the Company and its employees and agents (and generally any person performing services on behalf of
the Company) from offering, promising or giving money or any other item of value to win or retain business or to influence any
act or decision of a third party and, in the case of the Bribery Act, regardless of whether such third party is a public official.
Violation of the Bribery Act and/ or the FCPA is a crime that can result in severe fines and criminal penalties for both the relevant
individual, the Company its Management and Directors. The Company takes compliance with the Anti-Corruption Legislation very seriously.
Accordingly in addition to other existing and future measures the Company has tasked an independent
third party auditor to run annual and spot checks aimed at detecting and eventually preventing any impropriety. Employees with
specific queries on either the Bribery Act and/ or the FCPA should contact the office of the
General Counsel.









Effective
June 1, 2012



| | VIII. | Securities Trading
| | ----- | ------------------

Because we are
a public company, we are subject to a number of laws concerning the purchase of our shares and other publicly traded securities.
Company policy prohibits Employees and their family members from trading securities while in possession of material, non-public
information relating to the Company or any other company, including a customer or supplier that has a significant relationship
with the Company.

Information
is “material” when there is a substantial likelihood that a reasonable investor would consider the information important
in deciding whether to buy, hold or sell securities. In short, any information that could reasonably affect the price of securities
is material. Information is considered to be “public” only when it has been released to the public through appropriate
channels and enough time has elapsed to permit the investment market to absorb and evaluate the information. If you have any doubt
as to whether you possess material nonpublic information, you should contact your manager or contact the
office of the General Counsel.

| | IX. | Disclosure
| | --- | ----------

Employees are
responsible for ensuring that the disclosure in the Company’s periodic reports is full, fair, accurate, timely and understandable.
In doing so, Employees shall take such action as is reasonably appropriate to (i) establish and comply with disclosure controls
and procedures and accounting and financial controls that are designed to ensure that material information relating to the Company
is made known to them; (ii) confirm that the Company’s periodic reports comply with applicable law, rules and regulations;
and (iii) ensure that information contained in the Company’s periodic reports fairly presents in all material respects the
financial condition and results of operations of the Company.

Employees will
not knowingly (i) make, or permit or direct another to make, materially false or misleading entries in the Company’s, or
any of its subsidiary’s, financial statements or records; (ii) fail to correct materially false and misleading financial
statements or records; (iii) sign, or permit another to sign, a document containing materially false and misleading information;
or (iv) falsely respond, or fail to respond, to specific inquiries of the Company’s independent auditor or outside legal
counsel.

| | X. | Procedures Regarding Waivers
| | -- | ----------------------------

Because of the
importance of the matters involved in this Code, waivers will be granted only in limited circumstances and where such circumstances
would support a waiver. Waivers of the Code may only be made by the Audit Committee and will be disclosed by the Company.







Effective
June 1, 2012



| | XI. | Internal Reporting
| | --- | ------------------

Employees shall
take all appropriate action to stop any known misconduct by fellow Employees or other Company personnel that violate this Code.
Employees shall report any known or suspected misconduct to the Chairman of the Audit Committee or the
office of the General Counsel. The Company will not retaliate or allow retaliation for reports made in good faith.