DHT : May 25, 2021 Proxy statement

DHT HOLDINGS, INC.

Clarendon House

2 Church Street

Hamilton HM 11

Bermuda

May 25, 2021

Dear Shareholder:

On behalf of the Board of Directors, it is my pleasure to extend to you an invitation to attend the 2021 Annual Meeting of Shareholders of DHT Holdings, Inc. to be held virtually at https://web.lumiagm.com/205953252 on Wednesday, June 23, 2021, at 11:00 a.m. (Bermuda time). In light of health and safety considerations and travel-related disruptions resulting from the COVID-19 pandemic, the annual meeting will be held in a virtual meeting format only. There will be no in-person meeting.

The enclosed Notice of Annual Meeting 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, 2021.

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 the selection of Ernst & Young AS as DHT's independent registered public accounting firm.

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 virtual 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]

We hope that you will have your shares represented by submitting a proxy (a) by telephone or the internet following the easy instructions on the enclosed proxy card or (b) by completing, signing, dating and returning your proxy card in the enclosed envelope as soon as possible.

You will be able to attend the annual meeting, vote your shares electronically and submit questions during the meeting by visiting https://web.lumiagm.com/205953252 and entering your 11-digit control number and dht2021 as the meeting password.

Sincerely,

Erik Andreas Lind

Chairman of the Board of Directors

2021 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
How may I obtain DHT's 2020 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 at the annual meeting? ......................................................................................	3
How can I vote my shares without attending the annual meeting? .............................................................	3
Can I change my vote?.................................................................................................................................	4
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? ............................................................	5
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? .........................................................	5
How may I obtain a separate set of voting materials? ................................................................................	6
Who will bear the cost of soliciting votes for the annual meeting? .............................................................	6

Where can I find the voting results of the annual meeting? ........................................................................	6
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?...................................................................................................	7
CORPORATE GOVERNANCE PRINCIPLES AND BOARD MATTERS ...................................................	8
Director Independence .................................................................................................................................	8
Board Structure and Committee Composition.............................................................................................	8
Communications with the Board ...............................................................................................................	11
DIRECTOR COMPENSATION........................................................................................................................	12
PROPOSALS TO BE VOTED ON ....................................................................................................................	13
PROPOSAL NO. 1:
Election of Erik Andreas Lind and Sophie Rossini to the Board ..............................................................	13
PROPOSAL NO. 2:
Ratification of Independent Registered Public Accounting Firm..............................................................	15
MINORITY INVESTOR ARRANGEMENTS.................................................................................................	17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .................	21
EXECUTIVE OFFICERS...................................................................................................................................	22
EXECUTIVE COMPENSATION......................................................................................................................	23
2020 Summary Compensation Table.........................................................................................................	23
Report of the Compensation Committee of the Board on Executive Compensation ................................	23
PRINCIPAL INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND
SERVICES............................................................................................................................................................	26
REPORT OF THE AUDIT COMMITTEE OF THE BOARD.......................................................................	27

	DHT HOLDINGS, INC.
	NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Time and Date	Wednesday, June 23, 2021, 11:00 a.m. (Bermuda time)
Admission to the	The annual meeting will be held by live audio webcast only. No in-person meeting
Meeting	will be held.
	If you are the shareholder of record, you will be able to attend the annual meeting by
	visiting https://web.lumiagm.com/205953252 and entering your 11-digit control
	number and dht2021 as the meeting password.

If you are not a shareholder of record but hold shares through a broker, trustee or other nominee (i.e., in street name), you must register in advance to attend the annual meeting after obtaining a "legal proxy" from the broker, trustee or other nominee that holds your shares. To register, you must submit proof of your legal proxy reflecting your holdings of DHT shares, along with your name and email address, to American Stock Transfer & Trust Company, LLC: (a) by email at [e-mail];

1. by facsimile at [phone]; or (c) by mail at American Stock Transfer & Trust Company, LLC, Attn: Tabulation Department, 6201 15th Avenue, Brooklyn, NY 11219. Obtaining a legal proxy may take several days, so shareholders are advised to register as far in advance as possible. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m., Eastern Time, on June 16, 2021. You will receive a confirmation email from American Stock Transfer & Trust Company, LLC of your registration. Once registered, you may attend the annual meeting by visiting https://web.lumiagm.com/205953252 and entering your 11- digit control number and dht2021 as the meeting password.

	The annual meeting will begin promptly at 11:00 a.m., Bermuda time, on June 23,
	2021. We encourage you to access the meeting prior to the start time to check in and
	test your device's audio system. If you encounter any difficulty accessing the virtual
	meeting, please visit https://go.lumiglobal.com/faq.
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, 2021.
	(3) To transact such other business as may properly come before the annual meeting
	or any adjournment or postponement of the meeting.
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 May 20, 2021. 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 for

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