DHT : May 2, 2024 Proxy Statement

DHT HOLDINGS, INC.

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

May 2, 2024

Dear Shareholder:

On behalf of the Board of Directors, it is my pleasure to extend to you an invitation to attend the 2024 Annual Meeting of Shareholders of DHT Holdings, Inc. The annual meeting will be held at Rosewood Bermuda, 60 Tucker's Point Dr., Hamilton Parish, HS 02 Bermuda, on Wednesday, June 12, 2024, at 11:00 a.m. (Bermuda time).

The Notice of Annual Meeting of Shareholders and Proxy Statement describe the business to be transacted at the annual meeting and provide other information concerning DHT. The principal business to be transacted at the annual meeting will be (1) the election of Erik Andreas Lind and Sophie Rossini to DHT's Board of Directors, as Class III directors, for a term of three years and (2) the ratification of the selection of Ernst & Young AS as DHT's independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Board of Directors unanimously recommends that shareholders vote forthe election of Erik Andreas Lind and Sophie Rossini to the Board of Directors and forthe ratification of Ernst & Young AS as DHT's independent registered public accounting firm.

A Notice of Internet Availability of Proxy Materials (the "Notice of Proxy Materials") is first being mailed on or about May 2, 2024 to our shareholders of record as of the close of business on April 23, 2024 and includes instructions on how to access our proxy materials over the internet, vote online and request a printed copy of these proxy materials. The Notice of Annual Meeting of Shareholders, proxy statement, proxy card, and our 2023 Annual Report on Form 20-F are first being made available to stockholders at http://www.astproxyportal.com/ast/17692 on or around May 2, 2024, as part of the process leading up to our Annual Meeting.

Your vote is very important, no matter how many shares you own.

We are soliciting your proxy so that you are able to vote on all items of business to be transacted at the annual meeting, whether or not you plan to attend the annual meeting. If you have any questions or require any assistance with voting your shares, please contact our proxy solicitor:

D.F. King & Co. Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Collect: [phone]

Toll Free: [phone]

If you are a stockholder of record, you may vote in person or by telephone or internet, or, if you requested to receive printed proxy materials, by mailing the proxy card included in the printed proxy materials. If you hold your shares beneficially in street name, follow the voting instructions provided in the notice you receive from your broker, bank, or other nominee. Please carefully review the instructions regarding each of your voting options described in any notice you receive from us or your broker, bank, or other nominee.

Sincerely,

Erik A. Lind

Chairman of the Board of Directors

2024 ANNUAL MEETING OF SHAREHOLDERS
NOTICE OF ANNUAL MEETING AND PROXY STATEMENT
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS	i
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL
MEETING	1
Who can I contact with questions about how to vote?	1
Why am I receiving these materials?	1
What information is contained in this proxy statement?	1
Why did I receive a notice in the mail regarding the internet availability of proxy materials
instead of a full set of proxy materials?	1
How may I obtain DHT's 2023 Annual Report?	1
What items of business will be voted on at the annual meeting?	1
How does the Board recommend that I vote?	2
What shares can I vote?	2
What is the difference between holding shares as a shareholder of record and as a beneficial
owner?	2
How can I attend the annual meeting?	3
How can I vote my shares in person at the annual meeting?	3
How can I vote my shares without attending the annual meeting?	3
Can I change my vote?	3
Is my vote confidential?	4
How many shares must be present or represented to conduct business at the annual meeting?	4
How are votes counted?	4
What is the voting requirement to approve each of the proposals?	4
Is cumulative voting permitted for the election of directors?	5
What happens if additional matters are presented at the annual meeting?	5
What should I do if I receive more than one set of voting materials or Notice?	5
How may I obtain a separate set of voting materials?	5
Who will bear the cost of soliciting votes for the annual meeting?	5

Where can I find the voting results of the annual meeting?	5
What is the deadline to propose actions for consideration at next year's annual meeting of
shareholders or to nominate individuals to serve as directors?	6
How may I communicate with the Board?	6
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS	8
Director Independence	8
Board Structure and Committee Composition	8
Board Refreshment and Diversity	11
Communications with the Board	12
DIRECTOR COMPENSATION	13
PROPOSALS TO BE VOTED ON	14
PROPOSAL NO. 1:
Election of Erik Andreas Lind and Sophie Rossini to the Board	14
PROPOSAL NO. 2:
Ratification of Independent Registered Public Accounting Firm	17
MINORITY INVESTOR ARRANGEMENTS	19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	22
EXECUTIVE OFFICERS	23
EXECUTIVE COMPENSATION	23
2023 Summary Compensation Table	23
Report of the Compensation Committee of the Board on Executive Compensation	24
PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND
SERVICES	27
REPORT OF THE AUDIT COMMITTEE OF THE BOARD	28

	DHT HOLDINGS, INC.
	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Time and Date	Wednesday, June 12, 2024, 11:00 a.m. (Bermuda time)
Place	Rosewood Bermuda
	60 Tucker's Point Dr., Hamilton Parish, HS 02
	Bermuda
Items of Business	(1) To elect Erik Andreas Lind and Sophie Rossini to DHT's Board of Directors, as
	Class III directors, for a term of three years.
	(2) To ratify the selection of Ernst & Young AS as DHT's independent registered
	public accounting firm for the fiscal year ending December 31, 2024.
	(3) To transact such other business as may properly come before the annual meeting or
	any adjournment or postponement of the meeting.
Internet Availability	We are furnishing proxy materials to our shareholders over the internet. On or about
	May 2, 2024, we will mail to our shareholders of record a Notice of Proxy Materials
	containing instructions on how to access our 2024 proxy statement and 2023 annual
	report via the internet and vote online. The Notice of Proxy Materials also provides
	instructions on how shareholders can request a paper copy of these materials.
Adjournments and	Any action on the items of business described above may be considered at the annual
Postponements	meeting at the time and on the date specified above or at any time and date to which the
	annual meeting may be properly adjourned or postponed.
Record Date	The record date for the annual meeting is April 23, 2024. Only shareholders of record at
	the close of business on that date will be entitled to notice of, and to vote at, the annual
	meeting or any adjournment or postponement of the meeting.
Voting	The Board of Directors unanimously recommends that shareholders vote forthe
	election of Erik Andreas Lind and Sophie Rossini to the Board of Directors and forthe
	ratification of Ernst & Young AS as DHT's independent registered public accounting
	firm.
	Whether or not you plan to attend the annual meeting, we encourage you to read this
	proxy statement and act promptly to vote your shares by submitting your proxy (a) by
	telephone or the internet following the voting instructions in the Notice of Proxy
	Materials or (b) by requesting printed proxy materials over the internet and then
	completing, signing and dating a proxy card and returning it in the postage-paid
	envelope provided as soon as possible.

By Order of the Board of Directors

Kim McCullough

Authorized signatory

Conyers Corporate Services (Bermuda) Limited

Secretary

The notice of annual meeting of shareholders and proxy statement and proxy card are being made first available to shareholders at http://www.astproxyportal.com/ast/17692 on or about May 2, 2024.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING

1. Who can I contact with questions about how to vote?

1. If you have any questions or require any assistance with voting your shares, please contact DHT's proxy solicitor:

D.F. King & Co. Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Collect: [phone]

Toll Free: [phone]

1. Why am I receiving these materials?

1. The Board of Directors (the "Board") of DHT Holdings, Inc. ("DHT"), a corporation organized under the laws of the Republic of the Marshall Islands, is providing these proxy materials to you in connection with DHT's annual meeting of shareholders (the "annual meeting"), which will take place on June 12, 2024. As a shareholder, you are invited to attend the annual meeting and are entitled and requested to vote on the items of business described in this proxy statement.

1. What information is contained in this proxy statement?

1. The information included in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, the compensation of DHT's directors and executive officers and certain other information about DHT.

1. Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a

full set of proxy materials?

1. We are using the internet as the primary means of furnishing proxy materials to our shareholders. Accordingly, we are sending the Notice of Proxy Materials to each of our shareholders of record on or about May 2, 2024. The Notice of Proxy Materials contains instructions on how to access the proxy materials and vote your shares over the internet. The Notice of Proxy Materials also contains instructions on how to request a printed copy of the proxy materials, which are first being made available to shareholders athttp://www.astproxyportal.com/ast/17692 on or about May 2, 2024. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. If you request to receive printed proxy materials, you may still access our proxy materials and submit your proxy over the internet. Shareholders may wish to take advantage of the availability of the proxy materials on the internet to help reduce the environmental impact of our annual meeting.

Shareholders who hold their shares beneficially in street name, as described further below, will receive a separate notice directly from their broker, trustee or other nominee. If you hold your shares beneficially in street name, follow the voting instructions provided in the notice you receive from your broker, bank, or other nominee.

1. How may I obtain DHT's 2023 Annual Report?

1. Shareholders may obtain a free copy of our 2023 Annual Report filed on Form 20-F from our website at www.dhtankers.com and through the Securities and Exchange Commission's EDGAR database on the SEC's website at www.sec.gov. Shareholders may request a hard copy of the audited financial statements free of charge by sending an email to [e-mail].

1. What items of business will be voted on at the annual meeting?

1. The items of business scheduled to be voted on at the annual meeting are: 1

• the election of Erik Andreas Lind and Sophie Rossini to the Board, as Class III directors, for a term of three years; and
• the ratification of our independent registered public accounting firm for the 2024 fiscal year.

We also will consider any other business that properly comes before the annual meeting.

1. How does the Board recommend that I vote?

1. The Board recommends that you vote your shares "FOR" the election of Erik Andreas Lind and Sophie Rossini to the Board and "FOR" the ratification of the independent registered public accounting firm for the 2024 fiscal year.

1. What shares can I vote?

1. Each share of common stock, par value $0.01 per share, of DHT (the "Common Stock" or the "shares"), issued and outstanding as of the close of business on April 23, 2024, the record date for the annual meeting (the "record date"), is entitled to be voted on all items of business being voted on at the annual meeting. The record date for the annual meeting is the date used to determine both the number of shares of Common Stock that are entitled to be voted at the annual meeting and the identity of the shareholders of record and beneficial owners of those shares of Common Stock who are entitled to vote those shares at the annual meeting. On the record date for the annual meeting, there were 161,329,352 shares of Common Stock issued and outstanding. Holders of shares of Common Stock outstanding as of the close of business on the record date are entitled to one vote for each share of Common Stock they hold as of such time.

You may vote all shares owned by you as of the record date for the annual meeting, including (1) shares held directly in your name as the shareholder of record and (2) shares held for you as the beneficial owner through a broker, trustee or other nominee, such as a bank.

1. What is the difference between holding shares as a shareholder of record and as a beneficial owner?

1. Most DHT shareholders hold their shares through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
   Shareholder of Record
   If your shares are registered directly in your name with DHT's transfer agent, American Stock Transfer & Trust Company, LLC, you are considered, with respect to those shares, the shareholder of record. As the shareholder of record, you have the right to grant your voting proxy directly to DHT or to vote in person at the meeting. You may submit your proxy over the internet or by telephone by following the voting instructions in the Notice of Proxy Materials or if you request to receive printed proxy materials over the internet, by completing, signing, dating and returning the proxy card included in such printed proxy materials.
   Beneficial Owner
   If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you have the right to direct your broker, trustee or other nominee how to vote your shares and you are also invited to attend the annual meeting.
   Since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the meeting unless you obtain a "legal proxy" from the broker, trustee or other nominee that holds your shares, which would give you the right to vote the shares at the meeting. Your broker, trustee or other nominee

2

will provide a notice with voting instructions for you to use in directing the broker, trustee or other nominee how to vote your shares.

1. How can I attend the annual meeting?

1. You are entitled to attend the annual meeting only if you were a DHT shareholder as of the close of business on April 23, 2024 or if you hold a valid proxy for the annual meeting. You should be prepared to present photo identification for admittance. In addition, if you are a shareholder of record, your name will be verified against the list of shareholders of record on the record date prior to your being admitted to the annual meeting. If you are not a shareholder of record but hold shares through a broker, trustee or other nominee (i.e., in street name), you should provide proof of beneficial ownership on the record date, such as your most recent account statement prior to the record date, a copy of the voting instruction card provided by your broker, trustee or other nominee, or other similar evidence of ownership. If you do not provide photo identification or comply with the procedures outlined above upon request, you will not be admitted to the annual meeting.
   The meeting is scheduled to begin promptly at 11:00 a.m., Bermuda time, on June 12, 2024.

1. How can I vote my shares in person at the annual meeting?

1. Shares held in your name as the shareholder of record may be voted in person at the annual meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, trustee or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the annual meeting, we recommend that you also submit your proxy or voting instructions as described below so that your vote will be counted if you later decide not to attend the meeting.

1. How can I vote my shares without attending the annual meeting?

1. Whether you hold shares directly as the shareholder of record or beneficially in street name, you may direct how your shares are voted without attending the meeting. If you are a shareholder of record, you may vote by submitting a proxy. If you hold shares beneficially in street name, you may vote by submitting voting instructions to your broker, trustee or other nominee.
   Shareholders of record of Common Stock may submit proxies (a) by telephone or the internet following the voting instructions on the Notice of Proxy Materials or (b) by requesting printed proxy materials over the internet and then completing, signing and dating their proxy cards and mailing them in the envelopes. DHT shareholders who hold shares beneficially in street name may vote by requesting printed proxy materials over the internet and then completing, signing and dating the voting instruction cards and mailing them in the enclosed envelopes, or otherwise as directed in the voting instruction card provided by your broker, trustee or other nominee.

1. Can I change my vote?

1. You may change your vote at any time prior to the vote at the annual meeting. If you are the shareholder of record, you may change your vote by granting a new proxy bearing a later date by internet, telephone or mail (which automatically revokes the earlier proxy), by providing a written notice of revocation to the DHT's Corporate Secretary via an email received prior to your shares being voted, or by attending the annual meeting and voting in person. Attendance at the meeting will not cause your previously granted proxy to be revoked unless you specifically so request. For shares you hold beneficially in street name, you may change your vote by submitting new voting instructions to your broker, trustee or other nominee, or, if you have obtained a legal proxy from your broker or nominee giving you the right to vote your shares, by attending the meeting and voting in person.

3

1. Is my vote confidential?

1. Proxy instructions, ballots and voting tabulations that identify individual shareholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within DHT or to third parties, except (1) as necessary to meet applicable legal requirements, (2) to allow for the tabulation of votes and certification of the vote and (3) to facilitate a successful proxy solicitation. If shareholders provide written comments on their proxy card directed to the Board or management, these comments will be forwarded to the Board or management, respectively.

1. How many shares must be present or represented to conduct business at the annual meeting?

1. The quorum requirement for holding the annual meeting and transacting business is that holders of a majority of the voting power of the shares of capital stock in DHT ("DHT Capital Stock") issued and outstanding as of the record date and entitled to vote must be present in person or represented by proxy. As of the record date, shares of Common Stock were the only type of DHT Capital Stock issued and outstanding.

1. How are votes counted?

1. In the election of directors, you may vote "FOR" the nominee or your vote may be "WITHHELD" with respect to the nominee. For the other items of business, you may vote "FOR," "AGAINST" or "ABSTAIN." If you "ABSTAIN," the abstention has the same effect as a vote "AGAINST."
   If you provide specific instructions for a given item, your shares will be voted as you instruct on such item. If you sign your proxy card or voting instruction card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (i.e., "FOR" the election of Erik Andreas Lind and Sophie Rossini to the Board; "FOR" the ratification of the independent registered public accounting firm; and in the discretion of your proxy holder on any other matters that properly come before the annual meeting).
   If you hold shares beneficially in street name and do not provide your broker with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting results for any particular non-routine proposal, shares that constitute broker non-votes are not considered entitled to vote on that proposal. Thus, broker non-votes will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained, other than matters requiring the affirmative vote of a majority of all outstanding shares of Common Stock or DHT Capital Stock.
   For all matters proposed for shareholder action at the annual meeting, each share of Common Stock outstanding as of the close of business on the record date is entitled to one vote.

1. What is the voting requirement to approve each of the proposals?

1. In the election of directors (Proposal No. 1), the two persons receiving the highest number of "FOR" votes at the annual meeting will be elected.
   Proposal No. 2 requires the affirmative "FOR" vote of the holders of a majority of the voting power represented by the shares of DHT Capital Stock present in person or represented by proxy and entitled to vote on that proposal at the annual meeting.
   As of the record date, shares of Common Stock were the only type of DHT Capital Stock issued and outstanding.

4

1. Is cumulative voting permitted for the election of directors?

1. No. DHT's Amended and Restated Articles of Incorporation provide that cumulative voting shall not be used in the election of directors.

1. What happens if additional matters are presented at the annual meeting?

1. Other than the two items of business described in this proxy statement, we are not aware of any other business to be acted upon at the annual meeting. If you grant a proxy, the persons named as proxyholders, Erik A. Lind, Svein Moxnes Harfjeld, Laila C. Halvorsen and Kim McCullough, will have the discretion to vote your shares on any additional matters properly presented for a vote at the meeting. If for any unforeseen reason one or both of Erik Andreas Lind and Sophie Rossini are not available as a candidate for director, the persons named as proxyholders will vote your proxy for such other candidate(s) as may be nominated by the Board.

1. What should I do if I receive more than one set of voting materials or Notice?

1. You may receive more than one Notice or, if you request to receive printed proxy materials, you may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy or voting instruction cards. For example, if you are a shareholder of record, your shares are registered in more than one name, you may receive more than one Notice. If you hold your shares in more than one brokerage account, you may receive a separate notice or voting instruction card for each brokerage account in which you hold shares. To make certain all of your shares are voted, please follow the instructions included on the Notice of Proxy Materials on how to access each proxy card and vote each proxy card over the internet or by telephone. If you request to receive printed proxy materials and receive multiple proxy cards or voting instruction cards, please complete, sign, date and return each proxy card and voting instruction card that you receive.

1. How may I obtain a separate set of voting materials?

1. If you share an address with another shareholder and request a printed set of proxy materials, you may receive only one set of proxy materials unless you have provided contrary instructions. If you wish to receive a separate set of proxy materials now or in the future, please contact D.F. King, who we have retained to assist in this proxy solicitation, at:

D.F. King & Co. Inc.

48 Wall Street, 22nd Floor

New York, NY 10005

Call Collect: [phone]

Toll Free: [phone]

Similarly, if you share an address with another shareholder and have received multiple copies of our proxy materials, you may contact us as indicated above to request delivery of a single copy of these materials.

1. Who will bear the cost of soliciting votes for the annual meeting?

1. DHT will pay the entire cost of preparing, assembling, printing, mailing and distributing these proxy materials and soliciting votes, including the cost of retaining D.F. King to assist with the solicitation of proxies. In addition to the mailing of proxy materials, the solicitation of proxies or votes may be made in person, by telephone or by electronic communication by our directors, officers and employees, who will not receive any additional compensation for such solicitation activities.

1. Where can I find the voting results of the annual meeting?

1. We intend to announce the preliminary voting results at the annual meeting and to publish the final results in a report on Form 6-K following the annual meeting.

5

1. What is the deadline to propose actions for consideration at next year's annual meeting of shareholders

or to nominate individuals to serve as directors?

1. You may submit proposals, including director nominations, for consideration at future shareholder meetings as indicated below.
   Shareholder Proposals
   For a shareholder proposal to be considered for inclusion in DHT's proxy statement for the annual meeting next year, the written proposal must be received by DHT's Corporate Secretary at the address set forth below no later than March 14, 2025 and no earlier than February 12, 2025 and otherwise comply with the notice procedures set forth in the Amended and Restated Bylaws (the "Bylaws"). If the date of next year's annual meeting is moved more than 30 days before or after the anniversary date of this year's annual meeting, notice by the shareholder must be given not later than 10 days following the earlier of the date on which notice of the annual general meeting was mailed to shareholders or the date on which public disclosure of the date of the annual meeting was made. Proposals sent via email should be sent to DHT's Corporate Secretary at [e-mail], with "DHT Holdings, Inc. - Shareholder Proposal" in the subject line.
   Nomination of Director Candidates
   You may propose director candidates for consideration by the Board's Nominating and Corporate Governance Committee provided you are a shareholder of record on the date of the giving of the notice of nomination and on the record date for the determination of shareholders entitled to vote at such meeting and provided you submit a written proposal that is received by DHT's Corporate Secretary at the email address set forth above no later than March 14, 2025 and no earlier than February 12, 2025 that sets forth the information required by our Bylaws and otherwise complies with the notice procedures set forth in the Bylaws. If the date of next year's annual meeting is moved more than 30 days before or after the anniversary date of this year's annual meeting, notice by the shareholder must be given not later than 10 days following the earlier of the date on which notice of the annual general meeting was mailed to shareholders or the date on which public disclosure of the date of the annual meeting was made.
   Any such proposal sent via email should be directed to DHT's Corporate Secretary at the email address set forth above, with "DHT Holdings, Inc. - Nomination of Director Candidates" in the subject line, and should, among other things, include the nominee's name, age, business address and residence address, the principal occupation or employment of the nominee and, if a nominee is a shareholder, the class or series and number of shares of DHT Capital Stock which are owned beneficially or of record by the nominee.
   Copy of Bylaws Provisions
   You may contact DHT's Corporate Secretary at the email address set forth above for a copy of the relevant Bylaws provisions regarding the requirements for making shareholder proposals and nominating director candidates.

1. How may I communicate with the Board?

1. You may submit any communication intended for the Board by directing the communication by email to [e-mail], with "DHT Holdings, Inc. - Attention: Erik A. Lind, Chairman" in the subject line.

6