DHT : Convertible Senior Notes due 2019 - Conversion Price Adjustment May 2019

Adjustment to the Conversion Price of DHT's 4.5% Convertible Senior Notes due 2019

DHT Holdings, Inc. (the "Company") announced that, in connection with the effect of the previously announced cash dividend of $0.08 per share of common stock to be paid on May 28, 2019 to stockholders of record as of the close of business on May 21, 2019, the Conversion Price of the Company's 4.5% Convertible Senior Notes due 2019 (the "Notes") was adjusted, effective May 20, 2019. The Conversion Price was adjusted from $6.1285 per share to $6.0442, which represents a Conversion Rate of approximately 165.4484 shares of common stock per $1,000 principal amount of Notes. All terms used but not defined herein have the meanings ascribed to such terms in the First Supplemental Indenture (the "Supplemental Indenture"), dated as of September 15, 2014, to the Indenture, dated as of September 15, 2014.

Overview

Pursuant to Section 6.06(d) of the Supplemental Indenture, a dividend or distribution of cash to all or substantially all holders of the Company's common stock triggers an adjustment to the Conversion Price.

Pursuant to Section 5.03 of the Supplemental Indenture, whenever the Conversion Price is adjusted pursuant to Section 6.06 of the Supplemental Indenture, (i) each Stock Price set forth in the table in Section 5.02(a) of the Supplemental Indenture under the row titled "Stock Price" shall be adjusted by the same adjustment factor applied to the Conversion Price and (ii) the number of Additional Shares by which the Conversion Rate shall be increased in connection with a Make-Whole Adjustment Event shall be adjusted by the inverse of that factor.

Pursuant to Section 6.07 of the Supplemental Indenture, no adjustment to the Conversion Price shall be required unless the adjustment would require an increase or decrease of at least one percent in the Conversion Price as last adjusted.

As previously announced, the Company declared a cash dividend of $0.08 per share of common stock, which it will pay on May 28, 2019 to the holders of record on May 21, 2019 (the "Common Stock Dividend"). As a result of the effect of the Common Stock Dividend, the Conversion Price, the number of Additional Shares by which the Conversion Rate shall be increased in connection with a Make-Whole Adjustment Event and the Share Prices set forth in the table in Section 5.02(a) of the Supplemental Indenture were adjusted, effective immediately after the opening of business on May 20, 2019 in the manner described below.

Calculation

The Conversion Price was adjusted by multiplying $6.1285 (the Conversion Price in effect immediately prior to the open of business on May 20, 2019) by a fraction, the numerator of which is equal to (i) $5.8150 (the average of the Closing Sale Prices of the Company's common

stock over the 10 consecutive Trading Day period ending on, and including, May 17, 2019) minus

(ii)$0.08 (the cash dividend to be paid on May 28, 2019), and the denominator of which is equal to $5.8150 (the average of the Closing Sale Prices of the Company's common stock over the 10 consecutive Trading Day period ending on, and including, May 17, 2019) (such fraction, the

"Adjustment Factor").

Former Conversion Price

Adjusted Conversion Price

$6.1285$6.0442

Each Stock Price set forth in the bottommost table in the document entitled "DHT Conversion Price Adjustment February 2019" in the "Investor Relations - Conversion Price Adjustment" section of our website www.dhtankers.com, which table has been reproduced below, under the row titled "Stock Price" was adjusted by the same adjustment factor applied to the Conversion Price by multiplying such Stock Price by the Adjustment Factor. The number of Additional Shares, set forth in such table in the same document, by which the Conversion Rate shall be increased in connection with a Make-Whole Adjustment Event, was adjusted by multiplying each such number of Additional Shares by the inverse of the Adjustment Factor.

Former table of Additional Shares by which the Conversion Rate shall be increased in connection

Effective Date

with a Make-Whole Adjustment Event

Stock Price

$ 4.90 $ 5.47 $ 6.03$ 6.78 $ 7.54 $ 11.32 $ 15.09 $ 18.86

September 15, 2014

40.7900 37.6059 29.4266 21.6031 16.1316 4.3012 0.5764 0.0000

October 1, 2015

40.7900 38.0423 29.4658 21.4174 15.9372 4.8781 1.6582 0.0000

October 1, 2016

40.7900 34.3342 25.4849 17.4117 12.1869 3.3830 1.4313 0.0000

October 1, 2017

October 1, 2018

October 1, 2019

40.7900 31.7982 22.2279 13.2035 7.2833 0.0000 0.0000 0.0000

40.7900 28.6223 18.6962 10.4320 5.7504 0.0000 0.0000 0.0000

40.7900 23.9230 5.7513 0.0000 0.0000 0.0000 0.0000 0.0000

Adjusted table of Additional Shares by which the Conversion Rate shall be increased in

connection with a Make-Whole Adjustment Event

					Stock Price
Effective Date
$ 4.84		$ 5.40	$ 5.95	$ 6.69		$ 7.44		$ 11.16		$ 14.88		$ 18.60
September 15, 2014	41.3608	38.1321 29.8384	21.9054	16.3574	4.3613	0.5845	0.0000
October 1, 2015	41.3608	38.5746 29.8781	21.7171	16.1602	4.9464	1.6814	0.0000
October 1, 2016	41.3608	34.8147 25.8416	17.6554	12.3575	3.4303	1.4514	0.0000
October 1, 2017	41.3608	32.2432 22.5389	13.3882	7.3852	0.0000	0.0000	0.0000
October 1, 2018	41.3608	29.0228 18.9578	10.5780	5.8309	0.0000	0.0000	0.0000
October 1, 2019	41.3608	24.2578	5.8318	0.0000	0.0000	0.0000	0.0000	0.0000