DHT
Annual Report 2016

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 20-F(Mark One)oREGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORxANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016ORoTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to _________________ORoSHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report ________________Commission file number: 001-32640DHT HOLDINGS, INC.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrant’s name into English)Republic of the Marshall Islands(Jurisdiction of incorporation or organization)Clarendon House2 Church Street, Hamilton HM 11Bermuda(Address of principal executive offices)Eirik UbøeTel: +1 (441) 299-4912Clarendon House2 Church Street, Hamilton HM 11Bermuda(Insert name, telephone, e-mail and/or facsimile number and address of company contact person)Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of each className of each exchange on which registeredCommon Stock, par value $0.01 per shareNew York Stock Exchange4.50% Convertible Senior Notes due 2019Preferred Stock Purchase Rights Securities registered or to be registered pursuant to Section 12(g) of the Act: NoneSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None  Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.93,433,804 shares of common stock, par value $0.01 per share.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes xNo oIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934.Yes oNo xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes xNo oIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filerand large accelerated filer” in Rule 12b-2 of the Exchange Act.Large Accelerated Filer oAccelerated Filer xNon-accelerated Filer oIndicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial ReportingStandards as issued by the U.S. GAAP oInternational Accounting StandardsBoard xOther oIf “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.Item 17 oItem 18 oIf this report is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).Yes oNo x  TABLE OF CONTENTS INTRODUCTION AND USE OF CERTAIN TERMS1 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5PART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS7 ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE7 ITEM 3.KEY INFORMATION7 ITEM 4.INFORMATION ON THE COMPANY21 ITEM 4A.UNRESOLVED STAFF COMMENTS32 ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS32 ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES48 ITEM 7.MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS56 ITEM 8.FINANCIAL INFORMATION58 ITEM 9.THE OFFER AND LISTING59 ITEM 10.ADDITIONAL INFORMATION61 ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK80 ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES81PART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES82 ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS82 ITEM 15.CONTROLS AND PROCEDURES82 ITEM 16.[RESERVED]83 ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT83 ITEM 16B.CODE OF ETHICS83 ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES83 ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES84 ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS84 ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT84 ITEM 16G.CORPORATE GOVERNANCE84 ITEM 16H.MINE SAFETY DISCLOSURE84PART III ITEM 17.FINANCIAL STATEMENTS85 ITEM 18.FINANCIAL STATEMENTS85 ITEM 19.EXHIBITS85 Table of ContentsINTRODUCTION AND USE OF CERTAIN TERMS Explanatory NoteUnless we specify otherwise, all references in this report to “we,” “our,” “us,” “company”, “DHT” and “DHT Holdings” refer to DHT Holdings, Inc. and itssubsidiaries and references to DHT Holdings, Inc. “common stock” are to our common registered shares and references to DHT Holdings, Inc. All referencesin this report to “DHT Maritime” or “Maritime” refer to DHT Maritime, Inc., a wholly-owned subsidiary of DHT Holdings. All references in this report to“convertible senior notes” are to our 4.50% convertible senior notes due 2019, of which there was $123,000,000 in aggregate principal amount outstandingas of December 31, 2016. All references in this report to “Samco Shipholding” or “Samco” refer to Samco Shipholding Pte. Ltd., a wholly-owned subsidiaryof DHT Holdings. Our functional currency is the U.S. dollar. All of our revenues and most of our operating costs are in U.S. dollars. All references in thisreport to “$” and “dollars” refer to U.S. dollars.Presentation of Financial InformationDHT Holdings prepares its consolidated financial statements in accordance with International Financial Reporting Standards, or “IFRS,” as issued by theInternational Accounting Standards Board, or “IASB.”Certain Industry TermsThe following are definitions of certain terms that are commonly used in the tanker industry and in this report:Term Definition ABS American Bureau of Shipping, an American classification society. Aframax A medium size crude oil tanker of approximately 80,000 to 120,000 dwt. Aframaxes operate on manydifferent trade routes, including in the Caribbean, the Atlantic, the North Sea and the Mediterranean. Theyare also used in ship-to-ship transfer of cargo in the U.S. Gulf, typically from VLCCs for discharge in portsfrom which the larger tankers are restricted. Modern Aframaxes can generally transport from 500,000 to800,000 barrels of crude oil. annual survey The inspection of a vessel pursuant to international conventions by a classification society surveyor, onbehalf of the flag state, that takes place every year. bareboat charter A charter under which a charterer pays a fixed daily or monthly rate for a fixed period of time for use of thevessel. The charterer pays all voyage and vessel operating expenses, including vessel insurance. Bareboatcharters are usually for a long term. Also referred to as a “demise charter.” Bunker Fuel oil used to operate a vessel’s engines, generators and boilers. Charter Contract for the use of a vessel, generally consisting of either a voyage, time or bareboat charter. Charterer The company that hires a vessel pursuant to a charter. charter hire Money paid by a charterer to the ship-owner for the use of a vessel under a time charter or bareboat charter. classification society An independent society that certifies that a vessel has been built and maintained according to the society’srules for that type of vessel and complies with the applicable rules and regulations of the country in whichthe vessel is registered, as well as the international conventions which that country has ratified. A vesselthat receives its certification is referred to as being “in class” as of the date of issuance.1Table of ContentsTerm Definition Contract of Affreightment A contract of affreightment, or “COA,” is an agreement between an owner and a charterer that obligates theowner to provide a vessel to the charterer to move specific quantities of cargo over a stated time period, butwithout designating specific vessels or voyage schedules, thereby providing the owner greater operatingflexibility than with voyage charters alone. double hull A hull construction design in which a vessel has an inner and outer side and bottom separated by voidspace, usually two meters in width. drydocking The removal of a vessel from the water for inspection or repair of those parts of a vessel which are below thewater line. During drydockings, which are required to be carried out periodically, certain mandatoryclassification society inspections are carried out and relevant certifications issued. Drydockings aregenerally required once every 30 to 60 months. dwt Deadweight tons, which refers to the carrying capacity of a vessel by weight. freight revenue Money paid by a charterer to the ship-owner for the use of a vessel under a voyage charter. hull Shell or body of a ship. IMO International Maritime Organization, a United Nations agency that issues international regulations andstandards for shipping. interim survey An inspection of a vessel by classification society surveyors that must be completed at least once duringeach five-year period. Interim surveys performed after a vessel has reached the age of 15 years require avessel to be drydocked. lightering Partially discharging a tanker’s cargo onto another tanker or barge. LOOP Louisiana Offshore Oil Port, Inc. Lloyds Lloyds Register, a U.K. classification society. metric ton A metric ton of 1,000 kilograms. newbuilding A new vessel under construction or just completed. off hire The period a vessel is unable to perform the services for which it is required under a time charter. Off hireperiods typically include days spent undergoing repairs and drydocking, whether or not scheduled. OPA U.S. Oil Pollution Act of 1990, as amended. OPEC Organization of Petroleum Exporting Countries, an international organization of oil-exporting developingnations that coordinates and unifies the petroleum policies of its member countries. petroleum products Refined crude oil products, such as fuel oils, gasoline and jet fuel.2Table of ContentsTerm Definition Protection and Indemnity(or “P&I”) Insurance Insurance obtained through mutual associations, or “clubs,” formed by ship-owners to provide liabilityinsurance protection against a large financial loss by one member through contribution towards that lossby all members. To a great extent, the risks are reinsured. scrapping The disposal of vessels by demolition for scrap metal. special survey An extensive inspection of a vessel by classification society surveyors that must be completed at least onceduring each five-year period. Special surveys require a vessel to be drydocked. spot market The market for immediate chartering of a vessel, usually for single voyages. Suezmax A crude oil tanker of approximately 130,000 to 170,000 dwt. Modern Suezmaxes can generally transportabout one million barrels of crude oil and operate on many different trade routes, including from WestAfrica to the United States. tanker A ship designed for the carriage of liquid cargoes in bulk with cargo space consisting of many tanks. Tankers carry a variety of products including crude oil, refined petroleum products, liquid chemicals andliquefied gas. TCE Time charter equivalent, a standard industry measure of the average daily revenue performance of a vessel. The TCE rate achieved on a given voyage is expressed in $/day and is generally calculated by subtractingvoyage expenses, including bunker and port charges, from voyage revenue and dividing the net amount(time charter equivalent revenues) by the round-trip voyage duration. time charter A charter under which a customer pays a fixed daily or monthly rate for a fixed period of time for use of thevessel. Subject to any restrictions in the charter, the customer decides the type and quantity of cargo to becarried and the ports of loading and unloading. The customer pays the voyage expenses such as fuel, canaltolls, and port charges. The ship-owner pays all vessel operating expenses such as the managementexpenses, crew costs and vessel insurance. time charterer The company that hires a vessel pursuant to a time charter. vessel operating expenses The costs of operating a vessel that are incurred during a charter, primarily consisting of crew wages andassociated costs, insurance premiums, lubricants and spare parts, and repair and maintenance costs. Vesseloperating expenses exclude fuel and port charges, which are known as “voyage expenses.” For a timecharter, the ship-owner pays vessel operating expenses. For a bareboat charter, the charterer pays vesseloperating expenses. VLCC VLCC is the abbreviation for “very large crude carrier,” a large crude oil tanker of approximately 200,000to 320,000 dwt. Modern VLCCs can generally transport two million barrels or more of crude oil. Thesevessels are mainly used on the longest (long haul) routes from the Arabian Gulf to North America, Europe,and Asia, and from West Africa to the United States and Far Eastern destinations. voyage charter A charter under which a ship-owner hires out a ship for a specific voyage between the loading port and thedischarging port. The ship-owner is responsible for paying both ship operating expenses and voyageexpenses. Typically, the customer is responsible for any delay at the loading or discharging ports. Theship-owner is paid freight on the basis of the cargo movement between ports. Also referred to as a spotcharter.3Table of ContentsTerm Definition voyage charterer The company that hires a vessel pursuant to a voyage charter. voyage expenses Expenses incurred due to a vessel traveling to a destination, such as fuel cost and port charges. Worldscale Industry name for the Worldwide Tanker Nominal Freight Scale, which is published annually by theWorldscale Association as a rate reference for shipping companies, brokers and their customers engaged inthe bulk shipping of oil in the international markets. Worldscale is a list of calculated rates for specificvoyage itineraries for a standard vessel, as defined, using defined voyage cost assumptions such as vesselspeed, fuel consumption and port costs. Actual market rates for voyage charters are usually quoted in termsof a percentage of Worldscale. Worldscale Flat Rate Base rates expressed in U.S. dollars per ton which apply to specific sea transportation routes, calculated togive the same return as Worldscale 100. Worldscale Points The freight rate negotiated for spot voyages expressed as a percentage of the Worldscale Flat Rate. 4Table of ContentsCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report contains certain forward-looking statements and information relating to us that are based on beliefs of our management as well as assumptionsmade by us and information currently available to us, in particular under the headings “Item 4. Information on the Company” and “Item 5. Operating andFinancial Review and Prospects.”When used in this report, words such as “believe,” “intend,” “anticipate,” “estimate,” “project,” “forecast,” “plan,”“potential,” “will,” “may,” “should” and “expect” and similar expressions are intended to identify forward-looking statements but are not the exclusivemeans of identifying such statements. These statements reflect our current views with respect to future events and are based on assumptions and subject torisks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risksin this report in greater detail under the subheadings “Item 3. Key Information─Risk Factors” and “Item 5. Operating and Financial Review andProspects─Management’s Discussion and Analysis of Financial Condition and Results of Operations.”These forward-looking statements represent ourestimates and assumptions only as of the date of this report and are not intended to give any assurance as to future results. Factors that might cause futureresults to differ include, but are not limited to, the following: ●future payments of dividends and the availability of cash for payment of dividends; ●future operating or financial results, including with respect to the amount of charter hire and freight revenue that we may receive from operatingour vessels; ●statements about future, pending or recent acquisitions, business strategy, areas of possible expansion and expected capital spending oroperating expenses; ●statements about tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand; ●expectations about the availability of vessels to purchase, the time which it may take to construct new vessels or vessels’ useful lives; ●expectations about the availability of insurance on commercially reasonable terms; ●DHT’s and its subsidiaries’ ability to comply with operating and financial covenants and to repay their debt under the secured credit facilities; ●our ability to obtain additional financing and to obtain replacement charters for our vessels; ●assumptions regarding interest rates; ●changes in production of or demand for oil and petroleum products, either globally or in particular regions; ●greater than anticipated levels of newbuilding orders or less than anticipated rates of scrapping of older vessels; ●changes in trading patterns for particular commodities significantly impacting overall tonnage requirements; ●changes in the rate of growth of the world and various regional economies; ●risks incident to vessel operation, including discharge of pollutants; ●unanticipated changes in laws and regulations; ●delays and cost overruns in construction projects; ●corruption, piracy, militant activities, political instability, terrorism, ethnic unrest and regionalism in countries where we may operate; and 5Table of Contents ●any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, or other applicable regulations relating to bribery.We undertake no obligation to publicly update or revise any forward-looking statements contained in this report, whether as a result of new information,future events or otherwise, except as required by law. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in thisreport might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements. 6Table of ContentsPART I ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORSNot applicable.ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLENot applicable.ITEM 3.KEY INFORMATION A.SELECTED FINANCIAL DATAThe following selected consolidated financial and other data summarize historical financial and other information for DHT Holdings for the period fromJanuary 1 through December 31, 2016, 2015, 2014, 2013 and 2012. This information should be read in conjunction with other information presented in thisreport, including “Item 5. Operating and Financial Review and Prospects—Management’s Discussion and Analysis of Financial Condition and Results ofOperations.” Year Ended Year Ended Year Ended Year Ended Year Ended December 31, December 31, December 31, December 31, December 31, 2016 2015 2014 2013 2012Statements of operations data: Shipping revenues $ 356,010 $ 365,114 $ 150,789 $ 87,012 $ 97,194Voyage expenses 65,349 68,864 49,333 25,400 10,822Total operating expenses excl. Voyage expenses (1) 250,147 160,907 74,047 60,605 175,876Operating income/(loss) 40,514 135,343 27,408 1,007 (89,504)Profit/(loss) for the year 9,260 105,302 12,887 (4,126) (94,054)Profit/(loss) per share - basic (2) $ 0.10 $ 1.13 $ 0.18 $ (0.24) $ (7.83)Profit/(loss) per share - diluted (2) $ 0.10 $ 1.04 $ 0.18 $ (0.24) $ (7.83)Statements of financial position data (at end ofyear): Vessels and time charter contracts 1,177,521 986,597 988,168 263,142 310,023Total assets 1,403,737 1,423,805 1,378,095 446,599 399,759Total current liabilities 74,310 52,835 67,906 5,800 16,125Total non-current liabilities 644,416 633,077 635,339 156,046 202,637Stock 934 929 925 290 91Total stockholders' equity 685,011 737,893 674,851 284,753 180,997Weighted average number of shares - basic (2) 93,382,757 92,793,154 73,147,668 17,541,310 12,012,133Weighted average number of shares - diluted (2) 93,389,610 112,098,221 73,210,337 17,555,110 12,012,133Dividends paid per share (3) $ 0.71 $ 0.53 $ 0.08 $ 0.08 $ 0.86Cash flow data: Net cash provided by operating activities 194,008 181,526 30,621 23,902 21,192Net cash (used in)/provided by investing activities (213,033) (125,907) (551,347) (16,945) 9,820Net cash (used in)/provided by financing activities (38,454) (55,528) 561,344 48,577 (2,333)Fleet data: Number of tankers owned and charteres in (at end ofperiod) 21 18 18 8 9Revenue days (4) 7,020 6,596 4,488 2,986 3,772(1)2016 and 2012 include a non-cash impairment charge of $84.7 million and $100.5 million, respectively. 2016 includes a gain from sale of vessel of$0.1 million. 2015, 2013 and 2012 include loss from sale of vessels of $0.8 million, $0.7 million and $2.2 million, respectively. 2014 includes areversal of prior impairment charges of $31.9 million. (2)Number of shares for 2012 has been adjusted for the reverse stock split at a ratio of 12-for-1 that became effective after the close of trading on July 16,2012 and the number of shares for 2012 assumes the full exchange of all issued and outstanding shares of our Series A Participating Preferred Stock, parvalue $0.01 per share, into common stock.7Table of Contents(3)Dividend per common stock. For 2013 and 2012, we also paid a dividend of $0.78 and $7.08 per share of Series A Participating Preferred Stock,respectively. (4)Revenue days consist of the aggregate number of calendar days in a period in which our vessels are owned by us or chartered in by us less days onwhich a vessel is off hire. Off hire days are days a vessel is unable to perform the services for which it is required under a time charter or according topool rules. Off hire days include days spent undergoing repairs and drydockings, whether or not scheduled. B.CAPITALIZATION AND INDEBTEDNESSNot applicable. C.REASONS FOR THE OFFER AND USE OF THE PROCEEDSNot applicable. D.RISK FACTORSIf the events discussed in these Risk Factors occur, our business, financial condition, results of operations or cash flows could be materially adverselyaffected. In such a case, the market price of our common stock could decline.RISKS RELATING TO OUR COMPANYA renewed contraction or worsening of the global credit markets and the resulting volatility in the financial markets could have a material adverseimpact on credit availability, world oil demand and demand for our vessels, which could adversely affect our results of operations, financial conditionand cash flows, and could cause the market price of our common stock to decline.Since 2008, a number of major financial institutions have experienced serious financial difficulties and, in some cases, have entered into restructurings,bankruptcy proceedings or are in regulatory enforcement actions. These difficulties have resulted, in part, from declining markets for assets held by suchinstitutions, particularly the reduction in the value of their mortgage and asset-backed securities portfolios. These difficulties have been compounded by ageneral decline in the willingness by banks and other financial institutions to extend credit due to historically volatile asset values of vessels. While we haveseen improvement in the health of financial institutions and the willingness of financial institutions to extend credit to companies in the shipping industry,there is no guarantee that credit will be available to us going forward. As the shipping industry is highly dependent on the availability of credit to financeand expand operations, we may be adversely affected by such decline.There is still considerable instability in the world economy that could initiate a new economic downturn and result in tightening in the credit markets, lowlevels of liquidity in financial markets and volatility in credit and equity markets. A renewal of the financial crisis that affected the banking system and thefinancial markets over the past eight years may adversely impact our business and financial condition in ways that we cannot predict. In addition, theuncertainty about current and future global economic conditions caused by a renewed financial crisis may cause our customers to defer projects in responseto tighter credit, decreased cash availability and declining confidence, which may negatively impact the demand for our vessels.We are subject to certain risks with respect to our newbuilding agreements and failure of our counterparty to meet its obligations could cause us tosuffer losses or otherwise adversely affect our business.In 2013 and 2014 we entered into agreements with Hyundai Heavy Industries Co. Ltd. (“HHI”) to construct six VLCC newbuildings. These were all deliveredwith one being delivered in 2015, four in 2016 and one in 2017. In 2017, we entered into agreements with HHI to construct two VLCC newbuildings (“HHIAgreements”) scheduled to be delivered in the second half of 2018. Our newbuilding agreements subject us to counterparty risk with HHI. The ability ofHHI to perform its obligations under the newbuilding agreements will depend on a number of factors that are beyond our control and may include, amongother things, general economic conditions, the overall financial condition of the counterparty and various expenses. Should HHI fail to honor its obligationsunder its agreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results ofoperations and cash flows. Also, if we are unable to enforce certain refund guarantees related to the newbuilding agreements with HHI with third party banksfor any reason, we may lose all or part of our advance deposits in the newbuildings, which would have a material adverse effect on our results of operations,financial condition and cash flows. 8Table of ContentsWe may not pay dividends in the future.The timing and amount of future dividends for our common stock or preferred stock, if any, could be affected by various factors, including our earnings,financial condition and anticipated cash requirements, the loss of a vessel, the acquisition of one or more vessels, required capital expenditures, reservesestablished by our board of directors, increased or unanticipated expenses, including insurance premiums, a change in our dividend policy, increasedborrowings, increased interest payments to service our borrowings, prepayments under credit agreements in order to stay in compliance with covenants in thesecured credit facilities, repurchases of our convertible senior notes or any other security that may be outstanding from time to time, future issuances ofsecurities or the other risks described in this section of this report, many of which may be beyond our control. In addition, any shares of our common stockissuable upon conversion of the convertible senior notes and any new shares of common stock issued otherwise will increase the cash required to pay futuredividends. Any common or preferred stock that may be issued in the future to finance acquisitions, upon exercise of stock options or other equity incentives,would have a similar effect, and may reduce our ability to pay future dividends.In addition, our dividends are subject to change at any time at the discretion of our board of directors and our board of directors may elect to change ourdividends by establishing a reserve for, among other things, the repayment of the secured credit facilities, repurchases of our convertible senior notes or anyother security that may be outstanding from time to time or to help fund the acquisition of a vessel. Our board of directors may also decide to establish areserve to repay indebtedness if, as the maturity dates of our indebtedness approach, we are no longer able to generate cash flows from our operating activitiesin amounts sufficient to meet our debt obligations and it becomes clear that refinancing terms, or the terms of a vessel sale, are unacceptable or inadequate. Ifour board of directors were to establish such a reserve, the amount of cash available for dividend payments would decrease. In addition, our ability to paydividends is limited by Marshall Islands law. Marshall Islands law generally prohibits the payment of dividends other than from surplus and while acompany is insolvent or if a company would be rendered insolvent by the payment of such dividends.Restrictive covenants in the secured credit facilities may impose financial and other restrictions on us and our subsidiaries.We are a holding company and have no significant assets other than cash and the equity interests in our subsidiaries except that as of December 31, 2016,DHT Holdings had made total payments of $43.6 million related to advances for one vessel under construction and not yet delivered. The vessel wasdelivered in January 2017. In March 2017 DHT made total payments of $16.5 million related to advances for two newbuildings ordered in January 2017 andscheduled for delivery in the second half of 2018. Our subsidiaries own all of our vessels. As of March 21, 2017, our subsidiaries have entered into sixsecured credit facilities (the “secured credit facilities”), each secured by mortgages over certain vessels owned by our subsidiaries. The secured creditfacilities impose certain operating and financial restrictions on us and our subsidiaries. These restrictions may limit our and our subsidiaries’ ability to,among other things: pay dividends, incur additional indebtedness, change the management of vessels, permit liens on their assets, sell vessels, merge orconsolidate with, or transfer all or substantially all of their assets to, another person, enter into certain types of charters and enter into a line of business.Therefore, we may need to seek permission from the lenders under the respective secured credit facilities in order to engage in certain corporate actions. Thelenders’ interests may be different from ours and we cannot guarantee that we will be able to obtain their permission when needed.9Table of ContentsIf we fail to comply with certain covenants, including as a result of declining vessel values, or are unable to meet our debt obligations under the securedcredit facilities, our lenders could declare their debt to be immediately due and payable and foreclose on our vessels.Our obligations under the secured credit facilities include financial and operating covenants, including requirements to maintain specified “value-to-loan”ratios. Our credit facilities generally require that the fair market value of the vessels pledged as collateral never be less than between 130% and 135%,depending on the applicable credit facility, of the aggregate principal amount outstanding under the loan. Though we are currently compliant with suchratios under the secured credit facilities, vessel values have generally experienced significant volatility over the last few years. If vessel values declinemeaningfully from current levels, we could be required to make repayments under certain of the secured credit facilities in order to remain in compliance withthe value-to-loan ratios.If we breach these or other covenants contained in the secured credit facilities or we are otherwise unable to meet our debt obligations for any reason, ourlenders could declare their debt, together with accrued interest and fees, to be immediately due and payable and foreclose on those of our vessels securing theapplicable facility, which could result in the acceleration of other indebtedness we may have at such time and the commencement of similar foreclosureproceedings by other lenders.We cannot assure you that we will be able to refinance our indebtedness incurred under the secured credit facilities.In the event that we are unable to service our debt obligations out of our operating activities, we may need to refinance our indebtedness and we cannotassure you that we will be able to do so on terms that are acceptable to us or at all. The actual or perceived tanker market rate environment and prospects andthe market value of our fleet, among other things, may materially affect our ability to obtain new debt financing. If we are unable to refinance ourindebtedness, we may choose to issue securities or sell certain of our assets in order to satisfy our debt obligations.We may not have the ability to raise the funds necessary to meet our payment obligations under the convertible senior notes.Our convertible senior notes bear interest at a rate of 4.50% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning onApril 1, 2015. In addition, upon the occurrence of specific events, referred to as a “fundamental change”, we must offer to purchase the convertible seniornotes plus accrued and unpaid interest to the purchase date. If we fail to pay interest on the convertible senior notes or to purchase the convertible seniornotes upon a fundamental change, we will be in default under the indenture which governs the convertible senior notes.In addition, any future credit agreements or other agreements relating to our indebtedness may contain provisions prohibiting purchase of the convertiblesenior notes under some circumstances or expressly prohibiting our purchase of the convertible senior notes upon a fundamental change or may provide thata fundamental change constitutes an event of default under that agreement. If a fundamental change occurs at a time when we are prohibited from purchasingthe convertible senior notes, we could seek the consent of our lenders to purchase the convertible senior notes or attempt to refinance this debt. If we do notobtain any required consent, we would not be permitted to purchase the convertible senior notes. Our failure to purchase tendered notes would constitute anevent of default under the indenture governing the convertible senior notes, which could constitute an event of default under our senior indebtedness thenoutstanding, if any, and might constitute a default under the terms of our other indebtedness then outstanding, if any.We are dependent on performance by our charterers.As of December 31, 2016, nine of our twenty-one vessels currently in operation are on fixed rate charters for periods of up to 4 ½ years. In the past, a greaterpercentage of our vessels have been on charter. We are dependent on the performance by the charterers of their obligations under the charters. Any failure bythe charterers to perform their obligations could materially and adversely effect our business, financial position and cash available for the payment ofdividends. Our stockholders do not have any direct recourse against our charterers.10Table of ContentsThe indexes used to calculate the earnings for vessels on index-based charters may in the future no longer correctly reasonably reflect the earningspotential of the vessels.The indexes used to calculate the earnings for vessels on index based charters may in the future no longer reasonably reflect the earnings potential of thevessels due to changing trading patterns or other factors not controlled by us. If an index used to calculate the earnings for a vessel on an index-based charterincorrectly reflect the earnings potential of a vessel on such charter, this could have an adverse effect on our results of operations and our ability to paydividends. As of December 31, 2016, we did not have any vessels on index-based charters.We may have difficulty managing growth.We may grow our fleet by acquiring additional vessels, fleets of vessels, companies owning vessels or entering into joint ventures in the future. Such futuregrowth will primarily depend on: ●identifying and acquiring vessels, fleets of vessels or companies owning vessels or entering into joint ventures that meet our requirements,including, but not limited to, price, specification and technical condition; ●consummating acquisitions of vessels, fleets of vessels, companies owning vessels or acquisitions of companies or joint ventures; and ●obtaining required financing through equity or debt financing on acceptable terms.Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations, the possibility that indemnification agreementswill be unenforceable or insufficient to cover potential losses and difficulties associated with imposing common standards, controls, procedures and policies,obtaining additional qualified personnel, managing relationships with customers and integrating newly acquired assets and operations into existinginfrastructure. We cannot give any assurance that we will be successful in executing any growth plans or that we will not incur significant expenses andlosses in connection with any future growth.We may not be able to re-charter or employ our vessels profitably.As of December 31, 2016, nine of our vessels are currently on charters with five different charterers for periods of up to 4 ½ years. At the expiry of thesecharters, we may not be able to re-charter our vessels on terms similar to the terms of our charters. We may also employ the vessels on the spot charter market,which is subject to greater rate volatility than the long-term time charter market. If we receive lower charter rates under replacement charters or are unable tore-charter our vessels, the amounts that we have available, if any, to pay distributions to our stockholders may be significantly reduced or eliminated.Under the ship management agreements for our vessels, our operating costs could materially increase.The technical management of our vessels is handled by Goodwood Ship Management Pte. Ltd. (of which DHT owns 50%) and V.Ships France SAS (whichmanages our three French Flag vessels). Under our ship management agreements, we pay the actual cost related to the technical management of our vessels,plus an additional management fee. The amounts that we have available, if any, to pay distributions to our stockholders could be significantly impacted bychanges in the cost of operating our vessels.When a tanker changes ownership or technical management, it may lose customer approvals.Most users of seaborne oil transportation services will require vetting of a vessel before it is approved to service their account. This represents a risk to ourcompany as it may be difficult to efficiently employ the vessel until such vettings are in place. Most users of seaborne oil transportation services conductinspection and assessment of vessels on request from owners and technical managers. Such inspections must be carried out regularly for a vessel to havevalid approvals from such users of seaborne oil transportation services. Whenever a vessel changes ownership or its technical manager, it loses its approvalstatus and must be re-inspected and re-assessed by such users of seaborne oil transportation services. 11Table of Contents We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial and otherobligations. We are a holding company and have no significant assets other than cash and the share holdings in our subsidiaries. Our ability to pay dividends depends onthe performance of our subsidiaries and their ability to distribute funds to us. Our ability or the ability of our subsidiaries to make these distributions aresubject to restrictions contained in our subsidiaries’ financing agreements and could be affected by a claim or other action by a third party, including acreditor, or by Cayman Island, Hong Kong, Marshall Islands or Singapore law which regulates the payment of dividends by companies. If we are unable toobtain funds from our subsidiaries, we may not be able to pay dividends.Certain adverse U.S. federal income tax consequences could arise for U.S. stockholders.A non-U.S. corporation will be treated as a “passive foreign investment company” (a “PFIC”) for U.S. federal income tax purposes if either (i) at least 75% ofits gross income for any taxable year consists of certain types of “passive income” or (ii) at least 50% of the average value of the corporation’s assets are“passive assets”, or assets that produce or are held for the production of “passive income”. “Passive income” includes dividends, interest, gains from the saleor exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with theactive conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income”.We believe it is more likely than not that the gross income we derive or are deemed to derive from our time chartering activities is properly treated as servicesincome, rather than rental income. Assuming this is correct, our income from our time chartering activities would not constitute “passive income”, and theassets we own and operate in connection with the production of that income would not constitute passive assets. Consequently, based on our actual andprojected income, assets and activities, we believe that it is more likely than not that we are not currently a PFIC and will not become a PFIC in theforeseeable future.We believe there is substantial legal authority supporting the position that we are not a PFIC consisting of case law and U.S. Internal Revenue Service (the“IRS”) pronouncements concerning the characterization of income derived from time charters as services income for other tax purposes. Nonetheless, itshould be noted that there is legal uncertainty in this regard because the U.S. Court of Appeals for the Fifth Circuit has held that, for purposes of a different setof rules under the U.S. Internal Revenue Code of 1986, as amended (the “Code”), income derived from certain time chartering activities should be treated asrental income rather than services income. However, the IRS has stated that it disagrees with the holding of this Fifth Circuit case, and that income derivedfrom time chartering activities should be treated as services income. We have not sought, and we do not expect to seek, an IRS ruling on this matter. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law coulddetermine that we are a PFIC. No assurance can be given that this result will not occur. In addition, although we intend to conduct our affairs in a manner toavoid, to the extent possible, being classified as a PFIC with respect to any taxable year, no assurance can be given that the nature of our operations will notchange in the future, or that we will be able to avoid PFIC status in the future.If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. stockholders will face adverse U.S. federal income tax consequences. Inparticular, U.S. stockholders who are individuals would not be eligible for the maximum 20% preferential tax rate on qualified dividends. In addition, underthe PFIC rules, unless U.S. stockholders make certain elections available under the Code, such stockholders would be liable to pay U.S. federal income tax atthe then prevailing income tax rates on ordinary income upon the receipt of excess distributions and upon any gain from the disposition of our commonstock, with interest payable on such tax liability as if the excess distribution or gain had been recognized ratably over the stockholder’s holding period ofsuch stock. The maximum 20% preferential tax rate for individuals would not be available for this calculation.Our operating income could fail to qualify for an exemption from U.S. federal income taxation, which will reduce our cash flow.Under the Code, 50% of our gross income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United Statesis characterized as U.S. source gross transportation income and is subject to a 4% U.S. federal income tax without allowance for any deductions, unless wequalify for exemption from such tax under Section 883 of the Code. Based on our review of the applicable Securities and Exchange Commission documents,we believe that we qualified for this statutory tax exemption in 2016 and we will take this position for U.S. federal income tax return reporting purposes. 12Table of Contents However, there are factual circumstances that could cause us to lose the benefit of this tax exemption in the future, and there is a risk that those factualcircumstances could arise in 2017 or future years. For instance, we might not qualify for this exemption if our common stock no longer represents more than50% of the total combined voting power of all classes of our stock entitled to vote or of the total value of our outstanding stock. In addition, we might notqualify if holders of our common stock owning a 5% or greater interest in our stock were to collectively own 50% or more of the outstanding shares of ourcommon stock on more than half the days during the taxable year.If we are not entitled to this exemption for a taxable year, we would be subject in that year to a 4% U.S. federal income tax on our U.S. source grosstransportation income. This could have a negative effect on our business and would result in decreased earnings available for distribution to ourstockholders.We may be subject to taxation in Norway, which could have a material adverse effect on our results of operations and would subject dividends paid byus to Norwegian withholding taxes.If we were considered to be a resident of Norway or to have a permanent establishment in Norway, all or a part of our profits could be subject to Norwegiancorporate tax. We operate in a manner so that we do not have a permanent establishment in Norway and so that we are not deemed to reside in Norway,including by having our principal place of business outside Norway. Material decisions regarding our business or affairs are made, and our board of directorsmeetings are held, outside Norway and at our principal place of business (including telephonically, in the case of board meetings). However, because one ofour directors resides in Norway and we have entered into a management agreement with our Norwegian subsidiary, DHT Management AS, the Norwegian taxauthorities may contend that we are subject to Norwegian corporate tax. If the Norwegian tax authorities make such a contention, we could incur substantiallegal costs defending our position and, if we were unsuccessful in our defense, our results of operations would be materially and adversely affected. Inaddition, if we are unsuccessful in our defense against such a contention, dividends paid to you would be subject to Norwegian withholding taxes.RISKS RELATING TO OUR INDUSTRYVessel values and charter rates are volatile. Significant decreases in values or rates could adversely affect our financial condition and results ofoperations.The tanker industry historically has been highly cyclical. If the tanker industry is depressed at a time when we may want to charter or sell a vessel, ourearnings and available cash flow may decrease. Our ability to charter our vessels and the charter rates payable under any new charters will depend upon,among other things, the conditions in the tanker market at that time. Fluctuations in charter rates and vessel values result from changes in the supply anddemand for tanker capacity and changes in the supply and demand for oil and oil products.The highly cyclical nature of the tanker industry may lead to volatile changes in charter rates from time to time, which may adversely affect ourearnings.Factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions areunpredictable and may adversely affect the values of our vessels and result in significant fluctuations in the amount of revenue we earn, which could result insignificant fluctuations in our quarterly or annual results. The factors that influence the demand for tanker capacity include: ●demand for oil and oil products, which affect the need for tanker capacity; ●global and regional economic and political conditions which, among other things, could impact the supply of oil as well as trading patterns andthe demand for various types of vessels; ●changes in the production of crude oil, particularly by OPEC and other key producers, which impact the need for tanker capacity; 13Table of Contents ●developments in international trade; ●changes in seaborne and other transportation patterns, including changes in the distances that cargoes are transported; ●environmental concerns and regulations; ●international sanctions, embargoes, import and export restrictions, nationalizations and wars; ●weather; and ●competition from alternative sources of energy.The factors that influence the supply of tanker capacity include: ●the number of newbuilding deliveries; ●the scrapping rate of older vessels; ●the number of vessels that are out of service; and ●environmental and maritime regulations.An oversupply of new vessels may adversely affect charter rates and vessel values.If the capacity of new ships delivered exceeds the capacity of tankers being scrapped and lost, tanker capacity will increase. As of March 1, 2017, thenewbuilding order book for VLCC, Suezmax and Aframax vessels equaled approximately 13.7% of the existing world tanker fleet for these classes of vesselsmeasured in dwt. We cannot assure you that the order book will not increase further in proportion to the existing fleet. If the supply of tanker capacityincreases and the demand for tanker capacity does not increase correspondingly, charter rates could decline and the value of our vessels could be adverselyaffected.Terrorist attacks and international hostilities can affect the tanker industry, which could adversely affect our business.Terrorist attacks, the outbreak of war or the existence of international hostilities could damage the world economy, adversely affect the availability of anddemand for crude oil and petroleum products and adversely affect our ability to re-charter our vessels on the expiration or termination of the charters and thecharter rates payable under any renewal or replacement charters. We conduct our operations internationally, and our business, financial condition and resultsof operations may be adversely affected by changing economic, political and government conditions in the countries and regions where our vessels areemployed. Moreover, we operate in a sector of the economy that is likely to be adversely impacted by the effects of political instability, terrorist or otherattacks, war or international hostilities.Acts of piracy on ocean-going vessels could adversely affect our business and results of operations.Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the Gulf of Aden off the coast of Somalia and the SouthChina Sea. For example, in November 2008, the M/V Sirius Star, a tanker not affiliated with us, was captured by pirates in the Indian Ocean while carryingcrude oil estimated to be worth $100 million at the time of its capture. If these pirate attacks result in regions in which our vessels are deployed beingcharacterized as “war risk” zones by insurers, as the Gulf of Aden temporarily was categorized in May 2008, premiums payable for insurance coverage couldincrease significantly and such coverage may be more difficult to obtain. In addition, crew costs, including costs in connection with employing onboardsecurity guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, including the payment of anyransom we may be forced to make, which could have a material adverse effect on us. In addition, any of these events may result in a loss of revenues,increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters. 14Table of ContentsOur vessels may call on ports located in countries that are subject to restrictions imposed by the governments of the U.S., UN or UE , which couldnegatively affect the trading price of our shares of common stock.From time to time on charterers’ instructions, our vessels have called and may again call on ports located in countries subject to sanctions and embargoesimposed by the U.S. government, the UN or the EU and countries identified by the U.S. government, the UN or the EU as state sponsors of terrorism. The U.S.,UN and EU sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the sameactivities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. For example, in 2010, the United States enactedthe Comprehensive Iran Sanctions Accountability and Divestment Act, or “CISADA,” which expanded the scope of the Iran Sanctions Act (as amended, the“ISA”) by amending existing sanctions under the ISA and creating new sanctions. Among other things, CISADA introduced additional prohibitions andlimits on the ability of companies (both U.S. and non-U.S.) and persons to do business or trade with Iran when such activities relate to the investment, supplyor export of refined petroleum or petroleum products. In 2011, the President of the United States issued Executive Order 13590, which expanded on theexisting energy-related sanctions available under the ISA. In 2012, the President signed additional relevant executive orders, including Executive Order13608, which prohibits foreign persons from violating or attempting to violate, or causing a violation of, any sanctions in effect against Iran or facilitatingany deceptive transactions for or on behalf of any person subject to U.S. sanctions. The Secretary of the Treasury may prohibit any transactions or dealings,including any U.S. capital markets financing, involving any person found to be in violation of Executive Order 13608. Also in 2012, the U.S. enacted theIran Threat Reduction and Syria Human Rights Act of 2012 (the “ITRA”) which again created new sanctions and strengthened existing sanctions under theISA. Among other things, the ITRA intensifies existing sanctions regarding the provision of goods, services, infrastructure or technology to Iran’s petroleumor petrochemical sector. The ITRA also includes a provision requiring the President of the United States to impose five or more sanctions from Section 6(a) ofthe ISA on a person the President determines is a controlling beneficial owner of, or otherwise owns, operates, or controls or insures a vessel that was used totransport crude oil from Iran to another country and (1) if the person is a controlling beneficial owner of the vessel, the person had actual knowledge thevessel was so used or (2) if the person otherwise owns, operates, or controls, or insures the vessel, the person knew or should have known the vessel was soused. Such a person could be subject to a variety of sanctions, including exclusion from U.S. capital markets, exclusion from financial transactions subject toU.S. jurisdiction, and exclusion of that person’s vessels from U.S. ports for up to two years. The ITRA also includes a requirement that issuers of securitiesmust disclose to the SEC in their annual and quarterly reports filed after February 6, 2013 if the issuer or “any affiliate” has “knowingly” engaged in certainsanctioned activities involving Iran during the time frame covered by the report. At this time, we are not aware of any such sanctionable activity, conductedby ourselves or by any affiliate, that is likely to prompt an SEC disclosure requirement. In January 2013, the U.S. enacted the Iran Freedom and Counter-Proliferation Act of 2012 (the “IFCPA”) which expanded the scope of U.S. sanctions on any person that is part of Iran’s energy, shipping or shipbuildingsector and operators of ports in Iran, and imposes penalties on any person who facilitates or otherwise knowingly provides significant financial, material,technological or other support to these entities. On November 24, 2013, the P5+1 (the United States, United Kingdom, Germany, France, Russia and China)entered into an interim agreement with Iran entitled the “Joint Plan of Action” (the “JPOA”). Under the JPOA it was agreed that, in exchange for Iran takingcertain voluntary measures to ensure that its nuclear program is used only for peaceful purposes, the U.S. and EU would voluntarily suspend certain sanctionsfor a period of six months. On January 20, 2014, the U.S. and EU indicated that they would begin implementing the temporary relief measures provided forunder the JPOA. These measures include, among other things, the suspension of certain sanctions on the Iranian petrochemicals, precious metals, andautomotive industries from January 20, 2014 until July 20, 2014. At the end of the six-month period, when no agreement between Iran and the P5+1 could bereached, the measures were extended for a further six months to November 24, 2014, on which date the parties affirmed that they would continue toimplement the measures through June 30, 2015. On July 14, 2015, the parties affirmed that they would continue to implement the measures provided forunder the JPOA through January 16, 2016. Additionally, on July 14, 2015, the P5+1 and EU entered into a Joint Comprehensive Plan of Action (“JCPOA”)with Iran. Under the JCPOA it was agreed that, in exchange for Iran taking certain voluntary measures to ensure that its nuclear program is used only forpeaceful purposes, certain sanctions would be lifted on the Iranian petrochemicals, precious metals, and automotive industries. On October 18, 2015, theJCPOA came into effect and participants began taking steps necessary to implement their JCPOA commitments starting on January 16, 2016(“Implementation Day”). On Implementation Day, the parties lifted the (1) U.S. nuclear-related sanctions described in sections 17.1 to 17.2 of Annex V of theJCPOA, (2) EU nuclear-related sanctions described in section 16 of Annex V of the JCPOA and (3) the UN Security Council Resolutions 1696, 1737, 1747,1803, 1835, 1929 and 2224. While the lifting of these sanctions allow non-U.S. companies to engage in certain business or trade with Iran that waspreviously prohibited, the U.S. has the ability to reimpose sanctions against Iran if, in the future, Iran does not comply with its requirements under theJCPOA. Additionally, on Implementation Day, the JPOA ceased to be in effect. Finally, certain or future counterparties of ours may be affiliated with personsor entities that are the subject of sanctions imposed by the Obama administration, and EU or other international bodies as a result of the annexation of Crimeaby Russia in March 2014. 15Table of ContentsDuring 2016, vessels in our fleet made a total of three calls to ports in Iran, representing approximately 0.48% of our approximately 629 calls on worldwideports during the same period. Prior to 2016, the last call to a port in Iran made by a vessel in our fleet was in January 2012. The three port calls made to portsin Iran in 2016 were made at the direction of the time charterer of the vessels. Prior to making port calls to Iran the charterer is required to conduct a duediligence to ensure that the port calls are in compliance with the JCPOA. To our knowledge, none of our vessels made port calls to Syria, Sudan or Cubaduring the period from 2011 to 2016.We monitor compliance of our vessels with applicable restrictions through, among other things, communication with our charterers and administratorsregarding such legal and regulatory developments as they arise. Although we believe that we are in compliance with all applicable sanctions and embargolaws and regulations, and intend to maintain such compliance, there can be no assurance that we will be in compliance in the future, particularly as the scopeof certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties and could result insome investors deciding, or being required, to divest their interest, or not to invest, in our company. Additionally, some investors may decide to divest theirinterest, or not to invest, in our company simply because we do business with companies that do business in sanctioned countries. Moreover, our charterersmay violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could inturn negatively affect our reputation. Investor perception of the value of our common stock may also be adversely affected by the consequences of war, theeffects of terrorism, civil unrest or governmental actions in these and surrounding countries.Failure to comply with the U.S. Foreign Corrupt Practices Act and other anti-bribery legislation in other jurisdictions could result in fines, criminalpenalties, contract terminations and an adverse effect on our business.We operate in a number of countries throughout the world, including some countries known to have a reputation for corruption. We are committed to doingbusiness in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in fullcompliance with the U.S. Foreign Corrupt Practices Act of 1977, or the “FCPA”. We are subject, however, to the risk that we, our affiliated entities or our ortheir respective officers, directors, employees and agents may take actions determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil or criminal penalties, curtailment of operations in certain jurisdictions, and mightadversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability todo business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention ofour management.Political decisions may affect the vessel’s trading patterns and could adversely affect our business and operation results.Our vessels are trading globally, and the operation of our vessels is therefore exposed to political risks. The political disturbances in Egypt, Iran and theMiddle East in general may potentially result in a blockage of the Strait of Hormuz or a closure of the Suez Canal. Geopolitical risks are outside of ourcontrol, and could potentially limit or disrupt our access to markets and operations and may have an adverse effect on our business. 16Table of Contents The value of our vessels may be depressed at a time when and in the event that we sell a vessel. Tanker values have generally experienced high volatility. Investors can expect the fair market value of our tankers to fluctuate, depending on generaleconomic and market conditions affecting the tanker industry and competition from other shipping companies, types and sizes of vessels and other modes oftransportation. In addition, as vessels age, they generally decline in value. These factors will affect the value of our vessels for purposes of covenantcompliance under the secured credit facilities and at the time of any vessel sale. If for any reason we sell a tanker at a time when tanker prices have fallen, thesale may be at less than the tanker’s carrying amount on our financial statements, with the result that we would also incur a loss on the sale and a reduction inearnings and surplus, which could reduce our ability to pay dividends.The carrying values of our vessels may not represent their charter-free market value at any point in time. The carrying values of our vessels held and used byus are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying value of a particular vessel may not be fullyrecoverable.Vessel values may be depressed at a time when our subsidiaries are required to make a repayment under the secured credit facilities or when thesecured credit facilities mature, which could adversely affect our liquidity and our ability to refinance the secured credit facilities.In the event of the sale or loss of a vessel, each of the secured credit facilities requires us and our subsidiaries to prepay the facility in an amountproportionate to the market value of the sold or lost vessel compared with the total market value of all of our vessels financed under such credit facility beforesuch sale or loss. If vessel values are depressed at such a time, our liquidity could be adversely affected as the amount that we and our subsidiaries arerequired to repay could be greater than the proceeds we receive from a sale. In addition, declining tanker values could adversely affect our ability torefinance our secured credit facilities as they mature, as the amount that a new lender would be willing to lend on the same terms may be less than the amountwe owe under the expiring secured credit facilities.We operate in the highly competitive international tanker market, which could affect our financial position.The operation of tankers and transportation of crude oil are extremely competitive. Competition arises primarily from other tanker owners, including majoroil companies, as well as independent tanker companies, some of whom have substantially larger fleets and substantially greater resources than we do. Competition for the transportation of oil and oil products can be intense and depends on price, location, size, age, condition and the acceptability of thetanker and its operators to charterers. We will have to compete with other tanker owners, including major oil companies and independent tanker companies,for charters. Due in part to the fragmented tanker market, competitors with greater resources may be able to offer better prices than us, which could result inour achieving lower revenues from our vessels.Compliance with environmental laws or regulations may adversely affect our business.Our operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties, conventions andstandards in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’registration. Many of these requirements are designed to reduce the risk of oil spills and other pollution, and our compliance with these requirements can becostly.These requirements can affect the resale value or useful lives of our vessels, require a reduction in carrying capacity, ship modifications or operationalchanges or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictionalwaters or ports, or detention in, certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur materialliabilities, including cleanup obligations, in the event that there is a release of petroleum or other hazardous substances from our vessels or otherwise inconnection with our operations. We could also become subject to personal injury or property damage claims relating to the release of or exposure tohazardous materials associated with our current or historic operations, as well as natural resource damages. Violations of or liabilities under environmentalrequirements also can result in substantial penalties, fines and other sanctions, including in certain instances, seizure or detention of our vessels. Forexample, the U.S. Oil Pollution Act of 1990, as amended, or the “OPA”, affects all vessel owners shipping oil to, from or within the United States. The OPAallows for potentially unlimited liability without regard to fault for owners, operators and bareboat charterers of vessels for oil pollution in U.S. waters. Similarly, the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, which has been adopted by most countries outside ofthe United States, imposes liability for oil pollution in international waters. The OPA expressly permits individual states to impose their own liabilityregimes with regard to hazardous materials and oil pollution incidents occurring within their boundaries. Coastal states in the United States have enactedpollution prevention liability and response laws, many providing for unlimited liability. 17Table of ContentsIn addition, in complying with the OPA, International Maritime Organization, or “IMO”, regulations, EU directives and other existing laws and regulationsand those that may be adopted, ship-owners may incur significant additional costs in meeting new maintenance and inspection requirements, developingcontingency arrangements for potential spills and obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety andenvironmental requirements, can be expected to become more strict in the future and require us to incur significant capital expenditures on our vessels tokeep them in compliance, or even to scrap or sell certain vessels altogether. For example, various jurisdictions are considering imposing more stringentrequirements on air emissions, including greenhouse gases, and on the management of ballast waters to prevent the introduction of non-indigenous speciesthat are considered to be invasive. In recent years, the IMO and EU have both accelerated their existing non-double-hull phase-out schedules in response tohighly publicized oil spills and other shipping incidents involving companies unrelated to us. Although all of our tankers are double-hulled, futureaccidents can be expected in the industry, and such accidents or other events could be expected to result in the adoption of even stricter laws and regulations,which could limit our operations or our ability to do business and which could have a material adverse effect on our business and financial results.The shipping industry has inherent operational risks, which could impair the ability of charterers to make payments to us.Our tankers and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human error,war, terrorism, piracy, environmental accidents and other circumstances or events. In addition, transporting crude oil across a wide variety of internationaljurisdictions creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts, the potential forchanges in tax rates or policies, and the potential for government expropriation of our vessels. Any of these events could impair the ability of charterers ofour vessels to make payments to us under our charters.Our insurance coverage may be insufficient to make us whole in the event of a casualty to a vessel or other catastrophic event, or fail to cover all of theinherent operational risks associated with the tanker industry.In the event of a casualty to a vessel or other catastrophic event, we will rely on our insurance to pay the insured value of the vessel or the damages incurred,less the agreed deductible that may apply. Each of DHT Management AS and DHT Ship Management (Singapore) Pte., Ltd., both wholly-owned subsidiariesof ours, will be responsible for arranging insurance against those risks that we believe the shipping industry commonly insures against, and we areresponsible for the premium payments on such insurance. This insurance includes marine hull and machinery insurance, protection and indemnity insurance,which includes pollution risks and crew insurance, and war risk insurance. We may also enter into loss of hire insurance, in which case each of DHTManagement AS or DHT Ship Management (Singapore) Pte., Ltd. is responsible for arranging such loss of hire insurance, and we are responsible for thepremium payments on such insurance. This insurance generally provides coverage against business interruption for periods of more than 60 days perincident (up to a maximum of 180 days per incident) per year, following any loss under our hull and machinery policy. We will not be reimbursed under theloss of hire insurance policies, on a per incident basis, for the first 60 days of off hire. Currently, the amount of coverage for liability for pollution, spillageand leakage available to us on commercially reasonable terms through protection and indemnity associations and providers of excess coverage is $1 billionper vessel per occurrence. We cannot assure you that we will be adequately insured against all risks. If insurance premiums increase, we may not be able toobtain adequate insurance coverage at reasonable rates for our fleet. Additionally, our insurers may refuse to pay particular claims. Any significant loss orliability for which we are not insured could have a material adverse effect on our financial condition. In addition, the loss of a vessel would adversely affectour cash flows and results of operations. 18Table of Contents Maritime claimants could arrest our tankers, which could interrupt charterers’ or our cash flow. Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against that vessel forunsatisfied debts, claims or damages. In many jurisdictions, a maritime lien-holder may enforce its lien by arresting a vessel through foreclosureproceedings. The arrest or attachment of one or more of our vessels could interrupt the charterers’ or our cash flow and require us to pay a significant amountof money to have the arrest lifted. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrestboth the vessel that is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one vessel in our fleet for claims relating to another vessel in our fleet.Governments could requisition our vessels during a period of war or emergency without adequate compensation.A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel andbecomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at dictated charterrates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment would beuncertain. Government requisition of one or more of our vessels may negatively impact our revenues and reduce the amount of cash we have available fordistribution as dividends to our stockholders.RISKS RELATING TO OUR CAPITAL STOCKThe market price of our common stock may be unpredictable and volatile.The market price of our common stock may fluctuate due to factors such as actual or anticipated fluctuations in our quarterly and annual results and those ofother public companies in our industry, mergers and strategic alliances in the tanker industry, market conditions in the tanker industry, changes ingovernment regulation, shortfalls in our operating results from levels forecast by securities analysts, announcements concerning us or our competitors and thegeneral state of the securities market. The tanker industry has been unpredictable and volatile. The market for common stock in this industry may be equallyvolatile. Therefore, we cannot assure you that you will be able to sell any of our common stock you may have purchased at a price greater than or equal tothe original purchase price.Future sales of our common stock could cause the market price of our common stock to decline.The market price of our common stock could decline due to sales of our shares in the market or the perception that such sales could occur. This could depressthe market price of our common stock and make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate, or atall.We have shares of common stock that are available for resale.In November 2013 and February 2014, we issued 53,457,900 shares of our common stock (including shares issued upon the mandatory exchange of ourSeries B Participating Preferred Stock) and in September 2014 we issued an additional 23,076,924 shares of our common stock. We placed these sharesdirectly to institutional investors that we believe, based upon representations and statements to us, have a long-term investment horizon and who acquiredour stock without an intention to distribute. Nevertheless, these shares, taken together with the shares we issued in 2012 to an institutional investor, maycreate an excess supply of our stock if any significant resale were to occur.Conversion of our convertible senior notes may dilute the ownership interest of existing stockholders.In September 2014, we closed a private placement of approximately $150,000,000 aggregate principal amount of convertible senior notes due 2019 toinstitutional accredited investors. In 2016 we repurchased a total of $27,000,000 in aggregate principal amount of the convertible senior notes and as ofMarch 21, 2017, $123,000,000 in aggregate principal amount remains outstanding. The convertible senior notes are convertible into our common stock atany time until one business day prior to their maturity. The initial conversion price for the convertible senior notes is $8.125 per share of common stock(equivalent to an initial conversion rate of 123.0769 shares of common stock per $1,000 aggregate principal amount of convertible senior notes). Theconversion price is subject to adjustment based on cash dividends paid on our common stock and as of March 21, 2017, the conversion price is $6.5097. Theconversion of some or all of the convertible senior notes may dilute the ownership interests of existing stockholders and any sales in the public market of theshares of our common stock issuable upon such conversion could adversely affect prevailing market prices for our common stock. In addition, the existenceof the convertible senior notes may encourage short selling by market participants because the conversion of the convertible senior notes could depress themarket price of our common stock. 19Table of ContentsHolders of our convertible senior notes may have to pay tax with respect to distributions on our capital stock that they do not receive.The terms of our convertible senior notes allow for changes in the conversion rate of the notes in certain circumstances. A change in conversion rate thatallows holders of our convertible senior notes to receive more shares of capital stock on conversion may increase those note holders’ proportionate interestsin our earnings and profits or assets. In that case, U.S. Holders (as defined under “Certain U.S. Federal Income Tax Consequences”) could be treated as thoughthey received a dividend in the form of our capital stock under United States tax laws. Such a constructive stock dividend could be taxable to those noteholders, although they would not actually receive any cash or other property.We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law or a bankruptcy act.Our corporate affairs are governed by our amended and restated articles of incorporation and amended and restated bylaws and by the Marshall IslandsBusiness Corporations Act, or the “BCA.”The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islands interpreting the BCA, and the rights and fiduciary responsibilities of directors under thelaws of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent inexistence in the United States. Therefore, the rights of stockholders of the Marshall Islands may differ from the rights of stockholders of companiesincorporated in the United States. While the BCA provides that it is to be interpreted according to the laws of the State of Delaware and other states withsubstantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predictwhether Marshall Islands courts would reach the same conclusions that any particular U.S. court would reach or has reached. Thus, you may have moredifficulty in protecting your interests in the face of actions by the management, directors or controlling stockholders than would stockholders of acorporation incorporated in a U.S. jurisdiction which has developed a relatively more substantial body of case law.In addition, the Marshall Islands has no established bankruptcy act, and as a result, any bankruptcy action involving our company would have to be initiatedoutside the Marshall Islands, and our public stockholders may find it difficult or impossible to pursue their claims in such other jurisdictions.Our amended and restated bylaws restrict stockholders from bringing certain legal action against our officers and directors.Our amended and restated bylaws contain a broad waiver by our stockholders of any claim or right of action, both individually and on our behalf, against anyof our officers or directors. The waiver applies to any action taken by an officer or director, or the failure of an officer or director to take any action, in theperformance of his or her duties, except with respect to any matter involving any fraud or dishonesty on the part of the officer or director. This waiver limitsthe right of stockholders to assert claims against our officers and directors unless the act or failure to act involves fraud or dishonesty.The anti-takeover provisions in our amended and restated bylaws, certain provisions in our convertible senior notes and our shareholder rights planmay discourage a change of control.Our amended and restated bylaws contain provisions that could make it more difficult for a third party to acquire us without the consent of our board ofdirectors. These provisions provide for: 20Table of Contents ●a classified board of directors with staggered three-year terms, elected without cumulative voting; ●directors only to be removed for cause and only with the affirmative vote of holders of at least a majority of the common stock issued andoutstanding; ●advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at annual meetings; ●a limited ability for stockholders to call special stockholder meetings; and ●our board of directors to determine the powers, preferences and rights of our preferred stock and to issue the preferred stock without stockholderapproval.In addition, if a fundamental change occurs under the terms of our convertible senior notes, we must offer to purchase the convertible senior notes at 100% ofthe principal amount thereof plus accrued and unpaid interest to the purchase date.Finally, we have adopted a shareholder rights plan (the “Rights Plan”), expiring January 28, 2018, pursuant to which our board of directors may cause thesubstantial dilution of the holdings of any person that attempts to acquire us without the approval of our board of directors.These provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by manystockholders. As a result, stockholders may be limited in their ability to obtain a premium for their shares.ITEM 4.INFORMATION ON THE COMPANY A.HISTORY AND DEVELOPMENT OF THE COMPANYGeneral InformationThe company was incorporated under the name of Double Hull Tankers, Inc., or “Double Hull,” in April 2005 under the laws of the Marshall Islands. In June2008, Double Hull’s stockholders voted to approve an amendment to Double Hull’s articles of incorporation to change its name to DHT Maritime, Inc. OnFebruary 12, 2010, DHT Holdings, Inc. was incorporated under the laws of the Marshall Islands, and DHT Maritime became a wholly-owned subsidiary ofDHT Holdings in March 2010. Shares of DHT Holdings, Inc. common stock trade on the NYSE under the ticker symbol “DHT.”In February 2013, we relocated our principal executive offices from Jersey, Channel Islands to Bermuda. Our principal executive offices are currently locatedat Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda and our telephone number at that address is +1 (441) 299-4912. Our website address iswww.dhtankers.com. The information on our website is not a part of this report. We own each of the vessels in our fleet through wholly-owned subsidiariesincorporated under the laws of the Marshall Islands or the Cayman Islands. Additionally, we wholly-own a subsidiary incorporated under the laws of theRepublic of Singapore that does not own any vessels. We operate our vessels through our wholly owned management companies in Oslo, Norway andSingapore. B.BUSINESS OVERVIEWWe operate a fleet of crude oil tankers. As of March 21, 2017, our fleet consisted of twentyone crude oil tankers currently in operation, of which all arewholly-owned by the company. The fleet in operation consists of 19 very large crude carriers or “VLCCs,” which are tankers ranging in size from 200,000 to320,000 deadweight tons and two Aframax tankers or “Aframaxes,” which are tankers ranging in size from 80,000 to 120,000 dwt. Eight of our twentyonevessels currently in operation are on fixed rate charters for periods of up to 4½ years. Our fleet principally operates on international routes and our fleetcurrently in operation had a combined carrying capacity of 6,087,095 dwt and an average age of approximately 7.4 years as of the date of this report. 21Table of ContentsWe have agreements for two newbuilding VLCCs to be constructed at HHI, of which all will be wholly-owned by the company. Each of the newbuildingVLCCs to be delivered will have a carrying capacity of approximately 318,000 dwt. The contract price for each of the newbuildings is $79.99 million,including certain additions and upgrades to the standard specification but excluding optional scrubbers.Our principal capital expenditures during the last three fiscal years and through the date of this report comprise the acquisition of 15 VLCCs (including theacquisition of Samco and the delivery of six newbuildings) and pre-delivery installments related to the two newbuildings ordered in January 2017 for a totalof $1,074 million. Our principal divestitures during the same period comprise the sale of two Suezmax tankers and one VLCC tanker for a total of $71.5million.RECENT DEVELOPMENTSShareholder Rights PlanIn January 2017, we received a non-binding, highly conditional proposal from Frontline Ltd. (“Frontline”) to acquire all of the outstanding shares of commonstock of DHT in a stock-for-stock transaction. Frontline proposed an exchange ratio of 0.725 of a Frontline share for each share of DHT.In response to this proposal our board of directors adopted a Rights Plan and declared a dividend of one preferred share purchase right (a “Right”) for eachoutstanding share of common stock, par value $0.01 per share, of DHT to purchase from DHT one ten-thousandth of a share of Series C Junior ParticipatingPreferred Stock, par value $0.01 per share, of DHT at a price of $22.00 per one ten-thousandth of a share of Series C Junior Participating Preferred Stock,subject to adjustment as provided in the Rights Agreement, dated as of January 29, 2017 (as the same may be amended from time to time, the “RightsAgreement”), between DHT and American Stock Transfer & Trust Company, LLC, as Rights Agent. The description and terms of the Rights are set forth inthe Rights Agreement. Our board of directors also unanimously rejected Frontline's proposal citing that the proposal was wholly inadequate and not in thebest interests of DHT or its shareholders.In February 2017, we received a revised proposal from Frontline to acquire all of the outstanding shares of common stock of DHT at an exchange ratio of 0.8Frontline shares for each DHT share. Our board of directors unanimously rejected Frontline's revised proposal citing that it was wholly inadequate and not inthe best interests of DHT or its shareholders.Newbuilding VLCCsIn 2013 and 2014 we entered into agreements for six newbuilding VLCCs to be constructed at HHI, of which all will be wholly-owned by the company. As ofMarch 21, 2017, all six newbuilding VLCCs have been delivered, one in November 2015, one in January 2016, one in March 2016, two in August 2016 andone in January 2017.In January 2017, we entered into an agreement with HHI for the construction of two VLCCs of 318,000 dwt scheduled for delivery in July and September2018. The contract price for each of the newbuildings is $79.99 million, including certain additions and upgrades to the standard specification but excludingoptional scrubbers.Sale of vesselsIn May 2016, we sold the DHT Target, a 2001 built Suezmax, for $22.5 million. The entire net proceeds were applied to repay debt under the RBS CreditFacility (as defined below).In January 2017, we sold the DHT Chris, a 2001 built VLCC, for $23.7 million. $12.0 million of the net proceeds were applied to repay debt under theNordea/DNB facility (as defined below).In February 2017, we agreed to the sale of DHT Phoenix for a price $19.1 million. The vessel is expected to be delivered to the buyers in the second quarterof 2017. The vessel is debt free and we will record a book loss of about $3.5 million in the first quarter 2017 in connection with the sale. In March 2017, we agreed to the sale of the DHT Ann, a 2001 built VLCC, for $24.8 million. The vessel is expected to be delivered to the buyers in thesecond quarter of 2017. About $13.0 million of the net proceeds will be applied to repay debt under the Nordea/DNB facility (as defined below), and we willrecord a book loss of about $4.0 million in the first quarter 2017 in connection with the sale. 22Table of ContentsFinancing of newbuilding VLCCsIn February 2017, we obtained a financing commitment to fund the acquisition of the two VLCC newbuildings ordered from HHI in January 2017 through asecured credit facility (the “DNB/Nordea 2018 NB Credit Facility”) that will be between and among DNB and Nordea, as lenders, two special purposecompanies (direct wholly-owned subsidiaries of us, the “DNB/Nordea Borrowers”), and us, as guarantor. The DNB/Nordea Borrowers will be permitted toborrow up to $82.5 million under the DNB/Nordea 2018 NB Credit Facility. The DNB/Nordea 2018 NB Credit Facility, which is divided 50/50 between aterm loan and a revolving credit facility, will be for a five-year term. Borrowings will bear interest at a rate equal to LIBOR plus a margin of 250 basis points.Refinancing of RBS Credit FacilityIn September 2016, the Company refinanced the $40.0 million RBS credit facility which would have matured in July 2017 by entering into a term loanfacility agreement with DNB and Nordea. The refinancing is structured as a separate tranche of the Nordea/DNB Credit Facility financing entered into inDecember 2015. This new financing for the DHT Ann (2001 VLCC), DHT Chris (2001 VLCC), DHT Cathy (2004 Aframax) and DHT Sophie (2003 Aframax)totals $40.0 million, bears interest at a rate equal to Libor + 2.75% and is repayable in quarterly installments of $2.1 million commencing in December 2016with a final payment of $17.3 million in August 2019. Subsequent to the sale of DHT Chris, the credit facility is repayable in quarterly installments of $1.3million with a final payment of $13.6 million in August 2019.Repurchase of convertible senior notes and common stockIn 2016, the company repurchased $27.0 million in aggregate principal amount of the 4.50% convertible senior notes due 2019 in the open market at anaverage price of 91.7% and 359,831 shares of DHT common stock in the open market at an average price of $5.64 per share.$50 million revolving credit facilityIn 2016 the Company entered into a five year revolving credit facility with ABN Amro totaling $50.0 million to be used for general corporate purposesincluding security repurchases and acquisitions of ships. The financing bears interest at a rate equal to Libor + 2.50% (the “ABN Amro Revolving CreditFacility”).Capital allocation policyIn November 2016, the Company revised its capital allocation policy. DHT intends to return at least 60% of its ordinary net income (adjusted for exceptionalitems) to shareholders in the form of quarterly cash dividends and/or through security repurchases, including the repurchase of its 4.50% convertible seniornotes due 2019. Further, DHT intends to allocate surplus cash flow, after dividends and/or security repurchases, to acquire ships or to be used for generalcorporate purposes. The extent of and allocation of capital will depend on market conditions and other corporate considerations (refer to “Item 3. RiskFactors–we may not pay dividends in the future”).CHARTER ARRANGEMENTSThe following summary of the material terms of the employment of our vessels does not purport to be complete and is subject to, and qualified in its entiretyby reference to, all of the provisions of the charters. Because the following is only a summary, it does not contain all information that you may find useful. 23Table of ContentsVessel employmentThe following table presents certain features of our vessel employment as of March 21, 2017:VesselType of EmploymentExpiryVLCC DHT AnnSpot DHT EagleSpot DHT PhoenixSpot DHT FalconSpot DHT HawkSpot DHT CondorTime CharterQ3 2017DHT ScandinaviaSpot DHT EuropeTime CharterQ1 2018DHT ChinaTime CharterQ2 2021DHT AmazonTime CharterQ4 2017DHT RedwoodTime CharterQ1 2018DHT SundarbansSpot DHT TaigaTime CharterQ4 2017DHT JaguarSpot DHT LeopardSpot DHT LionSpot DHT PantherSpot DHT PumaSpot DHT TigerSpot Aframax DHT CathyTime CharterQ2 2017DHT SophieTime CharterQ1 2017SHIP MANAGEMENT AGREEMENTSThe following summary of the material terms of our ship management agreements does not purport to be complete and is subject to, and qualified in itsentirety by reference to, all the provisions of the ship management agreements.During 2016, we used two technical management providers:Goodwood and V.Ships France SAS (“V.Ships”) (together, the “Technical Managers”). Under thecurrent ship management agreements with Goodwood and V.Ships, the Technical Managers are responsible for the technical operation and upkeep of thevessels, including crewing, maintenance, repairs and dry-dockings, maintaining required vetting approvals and relevant inspections, and to ensure our fleetcomplies with the requirements of classification societies as well as relevant governments, flag states, environmental and other regulations and each vesselsubsidiary pays the actual cost associated with the technical management and an annual management fee for the relevant vessel.We may obtain loss of hire insurance that will generally provide coverage against business interruption for periods of more than 60 days per incident (up to amaximum of 180 days per incident per year) following any loss under our hull and machinery policy (mechanical breakdown, grounding, collision or otherincidence of damage that does not result in a total loss or constructive total loss of the vessel).Each ship management agreement with the Technical Managers is cancelable by us or the Technical Managers for any reason at any time upon 60 days’ priorwritten notice to the other. Upon termination we are required to cover actual crew support cost and severance cost and pay a management fee for a furtherthree months. We will be required to obtain the consent of any applicable charterer and our lenders before we appoint a new manager; however, such consentmay not be unreasonably withheld.We place the insurance requirements related to the fleet with mutual clubs and underwriters through insurance brokers. Such requirements are, but notlimited to, marine hull and machinery insurance, protection and indemnity insurance (including pollution risks and crew insurances), war risk insurance, andwhen viewed as appropriate, loss of hire insurance. Each vessel subsidiary pays the actual cost associated with the insurance placed for the relevant vessel. 24Table of ContentsOUR FLEETThe following chart summarizes certain information about the vessels in our fleet as of December 31, 2016:VesselYear BuiltDwtFlag*Yard**ClassificationSocietyPercent ofOwnershipVLCC DHT Puma(8)2016299,900HKHHIABS100%DHT Panther (8)2016299,900HKHHIABS100%DHT Lion(8)2016299,900HKHHIABS100%DHT Leopard(8)2016299,900HKHHIABS100%DHT Jaguar(8)2015299,900HKHHIABS100%DHT Sundarbans(7)2012314,240HKHHIABS100%DHT Taiga(7)2012314,240HKHHIABS100%DHT Amazon(7)2011314,240RIFHHIDNV100%DHT Redwood(7)2011314,240HKHHIDNV100%DHT China(7)2007317,794RIFHHIABS100%DHT Europe(7)2007317,260RIFHHIDNV100%DHT Hawk(5)2007298, 923HKNACKSLloyds100%DHT Scandinavia(7)2006317,826HKHHIABS100%DHT Falcon(5)2006298,971HKNACKSLloyds100%DHT Condor(6)2004320,050HKDaewooABS100%DHT Eagle(4)2002309,064HKSamsung HeavyIndustriesABS100%DHT Ann(1)2001309,327HKHHILloyds100%DHT Chris(1)2001309,285HKHHILloyds100%DHT Phoenix(3)1999307,151HKDaewooLloyds100%Aframax DHT Cathy(1)2004115,000MIHHIABS100%DHT Sophie(1)2003115,000MIHHIABS100%*MI: Marshall Islands, HK: Hong Kong, RIF: French International Registry**HHI: Hyundai Heavy Industries, NACKS: Nantong Cosco KHI Engineering Co. Ltd(1)Acquired on October 18, 2005. (2)Acquired on December 4, 2007. Formerly named Overseas Newcastle. (3)Acquired on March 2, 2011. (4)Acquired on May 27, 2011. (5)Acquired on February 17, 2014. (6)Acquired on May 30, 2014. (7)Acquired on September 17, 2014. (8)Delivery dates from HHI for six newbuildings: DHT Jaguar on November 23, 2015, DHT Leopard on January 4, 2016, DHT Lion on March 15, 2016,DHT Panther on August 5, 2016 and DHT Puma on August 31, 2016.In January 2014, we entered into agreements for the construction of three VLCCs at an average contract price of $97.3 million each. The last of the threevessels was delivered on January 16, 2017. 25Table of Contents In January 2017, we entered into an agreement with HHI for the construction of two VLCCs of 318,000 dwt that are scheduled for delivery in July andSeptember 2018. As of March 21, 2017, we have made $16.5 million in predelivery payments related to the two newbuilding contracts. The remainingpredelivery payments will be $16.5 million in both 2017 and in 2018. The final payments at delivery of the two vessels assume we exercise the options forthe scrubbers will be $115.5 million, of which about $82.5 million we plan to fund with debt.In February 2017, we have obtained a financing commitment to fund the acquisition of the two VLCC newbuildings ordered from HHI in January 2017through a secured credit facility (the “DNB/Nordea 2018 NB Credit Facility”) that will be between and among DNB and Nordea, as lenders, two specialpurpose companies (direct wholly-owned subsidiaries of us, the “DNB/Nordea Borrowers”), and us, as guarantor. The DNB/Nordea Borrowers will bepermitted to borrow up to $82.5 million under the DNB/Nordea 2018 NB Credit Facility. The DNB/Nordea 2018 NB Credit Facility, which is divided 50/50between a term loan and a revolving credit facility, will be for a five-year term. Borrowings will bear interest at a rate equal to a margin of 250 basis pointsplus LIBOR.RISK OF LOSS AND INSURANCEOur operations may be affected by a number of risks, including mechanical failure of the vessels, collisions, property loss to the vessels, cargo loss or damageand business interruption due to political circumstances in foreign countries, hostilities and labor strikes. In addition, the operation of any ocean-goingvessel is subject to the inherent possibility of catastrophic marine disaster, including oil spills and other environmental mishaps, and the liabilities arisingfrom owning and operating vessels in international trade.Each of DHT Management AS and DHT Ship Management (Singapore) Pte. Ltd. is responsible for arranging the insurance of our vessels on terms in line withstandard industry practice. We are responsible for the payment of premiums. Each of DHT Management AS and DHT Ship Management (Singapore) Pte.,Ltd. has arranged for marine hull and machinery and war risks insurance, which includes the risk of actual or constructive total loss, and protection andindemnity insurance with mutual assurance associations. Each of DHT Management AS and DHT Ship Management (Singapore) Pte., Ltd. may also arrangefor loss of hire insurance in respect of each of our vessels, subject to the availability of such coverage at commercially reasonable terms. Loss of hireinsurance generally provides coverage against business interruption following any loss under our hull and machinery policy. Currently, we have obtainedloss of hire insurance that generally provides coverage against business interruption for periods of more than 60 days (up to a maximum of 180 days)following any loss under our hull and machinery policy (mechanical breakdown, grounding, collision or other incidence of damage that does not result in atotal loss of the vessel). Currently, the amount of coverage for liability for pollution, spillage and leakage available to us on commercially reasonable termsthrough protection and indemnity associations and providers of excess coverage is $1 billion per vessel per occurrence. Protection and indemnityassociations are mutual marine indemnity associations formed by ship-owners to provide protection from large financial loss to one member by contributiontowards that loss by all members.We believe that our anticipated insurance coverage will be adequate to protect us against the accident-related risks involved in the conduct of our businessand that we will maintain appropriate levels of environmental damage and pollution insurance coverage, consistent with standard industry practice. However, there is no assurance that all risks are adequately insured against, that any particular claims will be paid or that we will be able to obtain adequateinsurance coverage at commercially reasonable rates in the future following termination of the ship management agreements and bareboat charters.INSPECTION BY A CLASSIFICATION SOCIETYEvery commercial vessel’s hull and machinery is evaluated by a classification society authorized by its country of registry. The classification societycertifies that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules andregulations of the vessel’s country of registry and the international conventions of which that country is a member. Each vessel is inspected by a surveyor ofthe classification society in three surveys of varying frequency and thoroughness:every year for the annual survey, every two to three years for intermediatesurveys and every four to five years for special surveys. Should any defects be found, the classification surveyor will issue a “recommendation” forappropriate repairs which have to be made by the ship-owner within the time limit prescribed. Vessels may be required, as part of the annual and intermediatesurvey process, to be drydocked for inspection of the underwater portions of the vessel and for necessary repair stemming from the inspection. Specialsurveys always require drydocking. 26Table of Contents Each of our vessels has been certified as being “in class” by a member society of the International Association of Classification Societies, indicated in thetable on page 23 of this report.ENVIRONMENTAL REGULATIONGovernment regulation significantly affects the ownership and operation of our tankers. They are subject to international conventions, national, state andlocal laws and regulations in force in the countries in which our tankers operate or are registered. Under our ship management agreements, the TechnicalManagers have assumed technical management responsibility for the vessels in our fleet, including compliance with all government and other regulations. Ifour ship management agreements with the Technical Managers terminate, we would attempt to hire another party to assume this responsibility, includingcompliance with the regulations described herein and any costs associated with such compliance. However, in such event, we may be unable to hire anotherparty to perform these and other services, and we may incur substantial costs to comply with environmental requirements.A variety of governmental and private entities subject our tankers to both scheduled and unscheduled inspections. These entities include the local portauthorities (U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration (country of registry) and charterers, particularlyterminal operators and oil companies. Certain of these entities require us to obtain permits, licenses and certificates for the operation of our tankers. Failureto maintain necessary permits or approvals could require us to incur substantial costs or temporarily suspend operation of one or more of our tankers.We believe that the heightened level of environmental and quality concerns among insurance underwriters, regulators and charterers is leading to greaterinspection and safety requirements on all tankers and may accelerate the scrapping of older tankers throughout the industry. Increasing environmentalconcerns have created a demand for tankers that conform to the stricter environmental standards. Under our ship management agreements, the TechnicalManagers are required to maintain operating standards for our tankers emphasizing operational safety, quality maintenance, continuous training of ourofficers and crews and compliance with U.S. and international regulations. We believe that the operation of our vessels is in substantial compliance withapplicable environmental laws and regulations; however, because such laws and regulations are frequently changed and may impose increasingly stringentrequirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful livesof our tankers. In addition, a future serious marine incident that results in significant oil pollution or otherwise causes significant adverse environmentalimpact could result in additional legislation or regulation that could negatively affect our profitability.INTERNATIONAL MARITIME ORGANIZATIONUnder IMO regulations and subject to limited exceptions, a tanker must be of double-hull construction, be of a mid-deck design with double-sideconstruction or be of another approved design ensuring the same level of protection against oil pollution. In September 1997, the IMO adopted Annex VI tothe International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI, which became effective in May 2005,sets limits on sulfur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such aschlorofluorocarbons. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas, known as emission control areas, or“ECAs”, to be established with more stringent controls on sulfur emissions. Currently, the Baltic Sea, the North Sea, certain coastal areas of North Americaand the U.S. Caribbean Sea are designated ECAs. We believe that all of our vessels are currently compliant with these regulations. In July 2010, the IMOamendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide particulate matter and ozone depleting substances came into effect. Thesestandards seek to reduce air pollution from vessels by, among other things, establishing a series of progressive standards to further limit the sulfur content offuel oil, which are to be phased in by 2020, and by establishing new standards to reduce emissions of nitrogen oxide, with a more stringent “Tier III” emissionlimit applicable to engines installed on or after January 1, 2016. The United States ratified these Annex VI amendments in 2008, thereby rendering itsemissions standards equivalent to IMO requirements. Please see the discussion of the U.S. Clean Air Act under “U.S. Requirements” below for information onthe ECA designated in North America and the Hawaiian Islands. 27Table of ContentsUnder the International Safety Management Code, or “ISM Code,” promulgated by the IMO, the party with operational control of a vessel is required todevelop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forthinstructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. The Technical Managers will rely upontheir respective safety management systems.The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by avessel’s management with code requirements for a safety management system. No vessel can obtain a certificate unless its operator has been awarded adocument of compliance, issued by each flag state, under the ISM Code. All requisite documents of compliance have been obtained with respect to theoperators of all our vessels and safety management certificates have been issued for all our vessels for which the certificates are required by the IMO. Thesedocuments of compliance and safety management certificates are renewed as required.Noncompliance with the ISM Code and other IMO regulations may subject the ship-owner or charterer to increased liability, lead to decreases in availableinsurance coverage for affected vessels and result in the denial of access to, or detention in, some ports. For example, the U.S. Coast Guard and EuropeanUnion authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and European Union ports.Many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for OilPollution Damage of 1969, or the “1969 Convention.” Some of these countries have also adopted the 1992 Protocol to the 1969 Convention, or the “1992Protocol.”Under both the 1969 Convention and the 1992 Protocol, a vessel’s registered owner is strictly liable, subject to certain affirmative defenses, forpollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. These conventionsalso limit the liability of the shipowner under certain circumstances to specified amounts that have been revised from time to time and are subject toexchange rates.In addition, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or BWM Convention, inFebruary 2004. The BWM Convention provides for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time withmandatory concentration limits. The BWM Convention was ratified in September 2016 and will come into force in September 2017. The cost of compliancewith such ballast water treatment requirements, including the installation of ballast water treatment systems, could increase for ocean carriers, and these costsmay be material. Although a number of our vessels already include ballast water treatment systems, our other vessels will require installation of such systemsat a future drydocking.The International Convention on Civil Liability for Bunker Oil Damage (the “Bunker Convention”), which became effective in November 2008, imposesstrict liability on vessel owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Conventionalso requires registered owners of vessels over 1,000 gross tons to maintain insurance in specified amounts to cover liability for bunker fuel pollutiondamage. Each of our vessels has been issued a certificate attesting that insurance is in force in accordance with the Bunker Convention.IMO regulations also require owners and operators of vessels to adopt Shipboard Oil Pollution Emergency Plans, or “SOPEPs.”Periodic training and drills forresponse personnel and for vessels and their crews are required. In addition to SOPEPs, the Technical Managers have adopted Shipboard Marine PollutionEmergency Plans for our vessels, which cover potential releases not only of oil but of any noxious liquid substances.U.S. REQUIREMENTSThe United States regulates the tanker industry with an extensive regulatory and liability regime for environmental protection and cleanup of oil spills,consisting primarily of the OPA, and the Comprehensive Environmental Response, Compensation, and Liability Act, or “CERCLA.”OPA affects all ownersand operators whose vessels trade with the United States or its territories or possessions, or whose vessels operate in the waters of the United States, whichinclude the U.S. territorial sea and the 200 nautical mile exclusive economic zone around the United States. CERCLA applies to the discharge of hazardoussubstances (other than oil) whether on land or at sea. Both OPA and CERCLA impact our business operations. 28Table of ContentsUnder OPA, vessel owners, operators and bareboat or demise charterers are “responsible parties” who are liable, without regard to fault, for all containmentand clean-up costs and other damages, including property and natural resource damages and economic loss without physical damage to property, arising fromoil spills and pollution from their vessels.Per U.S. Coast Guard regulation, limits of liability under OPA are equal to the greater of $2,000 per gross ton or $17.088 million for any double-hull tanker,such as our vessels, that is over 3,000 gross tons (subject to periodic adjustment for inflation). CERCLA, which applies to owners and operators of vessels,contains a similar liability regime and provides for cleanup, removal and natural resource damages. Liability under CERCLA for a release or incidentinvolving a release of hazardous substances is limited to the greater of $300 per gross ton or $5 million for vessels carrying a hazardous substance as cargoand the greater of $300 per gross ton or $0.5 million for any other vessel. These OPA and CERCLA limits of liability do not apply if an incident was directlycaused by violation of applicable U.S. federal safety, construction or operating regulations or by a responsible party’s gross negligence, willful misconduct,refusal to report the incident or refusal to cooperate and assist in connection with oil removal activities.OPA specifically permits individual U.S. coastal states to impose their own liability regimes with regard to oil pollution incidents occurring within theirboundaries, and some states have enacted legislation providing for unlimited liability for oil spills.OPA also requires owners and operators of vessels to establish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meetthe limit of their potential strict liability under the Act. The U.S. Coast Guard has enacted regulations requiring evidence of financial responsibilityconsistent with the aggregate limits of liability described above for OPA and CERCLA. Under the regulations, evidence of financial responsibility may bedemonstrated by insurance, surety bond, self-insurance, guaranty or an alternative method subject to approval by the Director of the U.S. Coast GuardNational Pollution Funds Center. Under OPA regulations, an owner or operator of more than one tanker is required to demonstrate evidence of financialresponsibility for the entire fleet in an amount equal only to the financial responsibility requirement of the tanker having the greatest maximum strictliability under OPA and CERCLA. The Technical Managers have provided the requisite guarantees and received certificates of financial responsibility fromthe U.S. Coast Guard for each of our tankers required to have one.We have arranged insurance for each of our tankers with pollution liability insurance in the amount of $1 billion. However, a catastrophic spill could exceedthe insurance coverage available, in which event there could be a material adverse effect on our business and on the Technical Managers’ business, whichcould impair the Technical Managers’ ability to manage our vessels.OPA also amended the federal Water Pollution Control Act, or “Clean Water Act,” to require owners and operators of vessels to adopt vessel response plansfor reporting and responding to oil spill scenarios up to a “worst case” scenario and to identify and ensure, through contracts or other approved means, theavailability of necessary private response resources to respond to a “worst case discharge.”In addition, periodic training programs and drills for shore andresponse personnel and for vessels and their crews are required. Vessel response plans for our tankers operating in the waters of the United States have beenapproved by the U.S. Coast Guard. In addition, the U.S. Coast Guard has proposed similar regulations requiring certain vessels to prepare response plans forthe release of hazardous substances.The U.S. Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in U.S. navigable waters unless authorized by a duly-issued permitor exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costsof removal and remediation and damages and complements the remedies available under OPA and CERCLA. Furthermore, most U.S. states that border anavigable waterway have enacted laws that impose strict liability for removal costs and damages resulting from a discharge of oil or a release of a hazardoussubstance. These laws may be more stringent than U.S. federal law. 29Table of ContentsThe EPA regulates the discharge of ballast water and other substances in U.S. waters under the CWA. Effective February 6, 2009, EPA regulations requirevessels 79 feet in length or longer (other than commercial fishing and recreational vessels) to comply with a Vessel General Permit authorizing ballast waterdischarges and other discharges incidental to the operation of vessels. The original Vessel General Permit requirements, which remained in effect untilDecember 2013, imposed technology and water-quality based effluent limits for certain types of discharges and establishes specific inspection, monitoring,recordkeeping and reporting requirements to ensure the effluent limits are met. The EPA has since issued a new Vessel General Permit, which becameeffective in December 2013, that contains more stringent requirements, including numeric ballast water discharge limits (that generally align with the mostrecent U.S. Coast Guard standards issued in 2012), requirements to ensure ballast water treatment systems are functioning correctly, and more stringent limitsfor oil to sea interfaces and exhaust gas scrubber wastewater. U.S. Coast Guard regulations adopted under the U.S. National Invasive Species Act, or NISA,also impose mandatory ballast water management practices for all vessels equipped with ballast water tanks entering or operating in U.S. waters, includinglimits regarding ballast water releases. Compliance with the EPA and the U.S. Coast Guard regulations could require the installation of equipment on ourvessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantialcost, or otherwise restrict our vessels from entering U.S. waters.The U.S. Clean Air Act of 1970, as amended by the Clean Air Act Amendments of 1977 and 1990, or the CAA, requires the EPA to promulgate standardsapplicable to emissions of volatile organic compounds and other air contaminants. Our vessels are subject to vapor control and recovery requirements forcertain cargoes when loading, unloading, ballasting, cleaning and conducting other operations in regulated port areas and emission standards for so-called“Category 3” marine diesel engines operating in U.S. waters. The marine diesel engine emission standards are currently limited to engines beginning withthe 2004 model year. In April 2010, the EPA adopted new emission standards for Category 3 marine diesel engines equivalent to those adopted in theamendments to Annex VI to MARPOL. The emission standards apply in two stages:near-term standards apply to engines constructed on or after January 1,2011, and long-term standards, requiring an 80% reduction in nitrogen dioxides (NOx), apply to engines constructed on or after January 1, 2016. Compliance with these standards may cause us to incur costs to install control equipment on our vessels.The CAA also requires states to draft State Implementation Plans, or SIPs, designed to attain national health-based air quality standards. Several SIPs regulateemissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. As indicated above, our vesselsoperating in covered port areas are already equipped with vapor recovery systems that satisfy these existing requirements. Under regulations that becameeffective in July 2009, vessels sailing within 24 miles of the California coastline whose itineraries call for them to enter any California ports, terminalfacilities, or internal or estuarine waters must use marine gas oil with a sulfur content equal to or less than 1.5% and marine diesel oil with a sulfur contentequal to or less than 0.5%. Effective January 1, 2014, all marine fuels must have sulfur content equal to or less than 0.1% (1,000 ppm).The MEPC has designated the area extending 200 miles from the United States and Canadian territorial sea baseline adjacent to the Atlantic/Gulf and Pacificcoasts and the eight main Hawaiian Islands as an ECA under the MARPOL Annex VI amendments. The new ECA entered into force in August 2012,whereupon fuel used by all vessels operating in the ECA could not exceed 1.0% sulfur, dropping to 0.1% sulfur in 2015. Effective January 1, 2016, NOxafter-treatment requirements also apply. Additional ECAs include the Baltic Sea, North Sea and Caribbean Sea. If other ECAs are approved by the IMO orother new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the EPA or the stateswhere we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.EUROPEAN UNION TANKER RESTRICTIONSThe European Union has adopted legislation that will:(1) ban manifestly sub-standard vessels (defined as those over 15 years old that have been detained byport authorities at least twice in a six-month period) from European waters and create an obligation of port states to inspect vessels posing a high risk tomaritime safety or the marine environment; and (2) provide the European Union with greater authority and control over classification societies, including theability to seek to suspend or revoke the authority of negligent societies. In addition, European Union regulations enacted in 2003 now prohibit all singlehull tankers from entering into its ports or offshore terminals. 30Table of ContentsThe European Union has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. The EU Directive2005/EC/33 (amending Directive 1999/32/EC) introduced parallel requirements in the European Union to those in MARPOL Annex VI in respect of thesulfur content of marine fuels. In addition, it has introduced a 0.1% maximum sulfur requirement for fuel used by ships at berth in EU ports, effective January1, 2010.The sinking of the oil tanker Prestige in 2002 has led to the adoption of other environmental regulations by certain European Union Member States. It isdifficult to accurately predict what legislation or additional regulations, if any, may be promulgated by the European Union in the future.GREENHOUSE GAS REGULATIONConcerns surrounding climate change may lead certain international, or multinational bodies or individual countries to propose and/or adopt new climatechange initiatives. For example, in 2015 the United Nations Framework Convention on Climate Change, or UNFCCC, adopted the Paris Agreement, a newinternational framework with the intent of reducing global GHG emissions, which is set to take effect by 2020. In October 2016, the EU formally ratified theParis Agreement, thus establishing its entry into force on November 4, 2016. Although the Paris Agreement does not require parties to the agreement to adoptemissions controls for the shipping industry, a new treaty or other applicable requirements could be adopted in the future that includes such restrictions.The MEPC of IMO adopted two new sets of mandatory requirements to address greenhouse gas emissions from ships at its July 2011 meeting. The EnergyEfficiency Design Index requires a minimum energy efficiency level per capacity mile and will be applicable to new vessels, and the Ship Energy EfficiencyManagement Plan applies to currently operating vessels. The requirements entered into force in January 2013. In addition, the IMO is evaluating mandatorymeasures to reduce greenhouse gas emissions from international shipping, which may include market-based instruments or a carbon tax. The EuropeanUnion is considering an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from marine vessels.In the United States, the EPA promulgated regulations in May 2010 that regulate certain emissions of greenhouse gases. Although these regulations do notcover greenhouse gas emissions from vessels, the EPA may decide in the future to regulate such emissions and has already been petitioned by the CaliforniaAttorney General and a coalition of environmental groups to regulate greenhouse gas emissions from ocean going vessels. Other federal and state regulationsrelating to the control of greenhouse gas emissions may follow. Any passage of climate control legislation or other regulatory initiatives by the IMO, EU, theU.S. or other countries where we operate, or any treaty adopted at the international level that restrict emissions of greenhouse gases could require us to makesignificant financial expenditures that we cannot predict with certainty at this time.VESSEL SECURITY REGULATIONSAs of July 1, 2004, all ships involved in international commerce and the port facilities that interface with those ships must comply with the new InternationalCode for the Security of Ships and of Port Facilities, or “ISPS Code.” The ISPS Code, which was adopted by the IMO in December 2002, provides a set ofmeasures and procedures to prevent acts of terrorism, which threaten the security of passengers and crew and the safety of ships and port facilities. All of ourvessels have obtained an International Ship Security Certificate, or “ISSC,” from a recognized security organization approved by the vessel’s flag state andeach vessel has developed and implemented an approved Ship Security Plan.LEGAL PROCEEDINGSThe nature of our business, which involves the acquisition, chartering and ownership of our vessels, exposes us to the risk of lawsuits for damages or penaltiesrelating to, among other things, personal injury, property casualty and environmental contamination. Under rules related to maritime proceedings, certainclaimants may be entitled to attach charter hire payable to us in certain circumstances. There are no actions or claims pending against us as of the date of thisreport. 31Table of Contents C.ORGANIZATIONAL STRUCTUREThe following table sets forth our significant subsidiaries and the vessels owned or operated by each of those subsidiaries as of December 31, 2016, except asotherwise noted.Subsidiary Vessel State of Jurisdiction orIncorporation Percent of OwnershipAnn Tanker Corporation DHT Ann Marshall Islands 100%Cathy Tanker Corporation DHT Cathy Marshall Islands 100%Chris Tanker Corporation DHT Chris Marshall Islands 100%DHT Chartering, Inc. Marshall Islands 100%DHT Eagle, Inc. DHT Eagle Marshall Islands 100%DHT Management AS Norway 100%DHT Maritime, Inc. Marshall Islands 100%DHT Phoenix, Inc. DHT Phoenix Marshall Islands 100%Newcastle Tanker Corporation Marshall Islands 100%Sophie Tanker Corporation DHT Sophie Marshall Islands 100%DHT Hawk, Inc. DHT Hawk Marshall Islands 100%DHT Falcon, Inc. DHT Falcon Marshall Islands 100%DHT Condor, Inc. DHT Condor Marshall Islands 100%DHT Ship Management (Singapore) Pte. Ltd. Singapore 100%Samco Shipholding Pte. Ltd. Singapore 100%Samco Gamma Ltd DHT Scandinavia Cayman Islands 100%Samco Delta Ltd DHT Europe Cayman Islands 100%Samco Epsilon Ltd DHT China Cayman Islands 100%Samco Eta Ltd DHT Amazon Cayman Islands 100%Samco Kappa Ltd DHT Redwood Cayman Islands 100%Samco Theta Ltd DHT Sundarbans Cayman Islands 100%Samco Iota Ltd DHT Taiga Cayman Islands 100%DHT Jaguar Limited DHT Jaguar Marshall Islands 100%DHT Leopard Limited DHT Leopard Marshall Islands 100%DHT Lion Limited DHT Lion Marshall Islands 100%DHT Panther Limited DHT Panther Marshall Islands 100%DHT Puma Limited DHT Puma Marshall Islands 100%DHT Tiger Limited DHT Tiger(1) Marshall Islands 100%(1)Vessel not yet delivered as of December 31, 2016. The DHT Tiger was delivered on January 16, 2017. D.PROPERTY, PLANT AND EQUIPMENTRefer to “Item 4. Information on the Company─Business Overview─Our Fleet” above for a discussion of our property, plant and equipment.ITEM 4A.UNRESOLVED STAFF COMMENTSNone.ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTSMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSYou should read the following discussion and analysis in conjunction with our consolidated financial statements, and the related notes included elsewherein this report. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements based onassumptions about our future business. Please see “Cautionary Note Regarding Forward-Looking Statements” for a discussion of the risks, uncertaintiesand assumptions relating to these statements. Our actual results may differ from those contained in the forward-looking statements and such differencesmay be material. 32Table of ContentsBUSINESSWe currently operate a fleet of 21 crude oil tankers, all of which are wholly-owned by DHT Holdings. The fleet consists of 19 VLCCs and two Aframaxtankers. VLCCs are tankers ranging in size from 200,000 to 320,000 deadweight tons, or “dwt” and Aframaxes are tankers ranging in size from 80,000 to120,000 dwt. As of the date of this report, eight of the vessels are on fixed-rate time charters for periods of up to 4½ years. Thirteen vessels are operating inthe spot market. The fleet operates on international routes and has a combined carrying capacity of 6,087,095 dwt and an average age of approximately 7.4years. In 2013 and 2014, we entered into agreements for six newbuilding VLCCs to be constructed at HHI with a combined carrying capacity ofapproximately 1,799,400 dwt. The last of the six newbuildings was delivered on January 16, 2017.In January 2017, we entered into an agreement with Hyundai Heavy Industries for the construction of two VLCCs of 318,000 dwt scheduled for delivery inJuly and September 2018.We have entered into ship management agreements with two technical managers: Goodwood Ship Management Pte. Ltd. and V.Ships (France). GoodwoodShip Management is owned 50% by DHT and manages our vessels flying the Marshall Islands and Hong Kong flags. V. Ships (France) manages the threevessels flying the French flag. The technical managers are generally responsible for the technical operation and upkeep of our vessels, including crewing,maintenance, repairs and dry-dockings, maintaining required vetting approvals and relevant inspections, and to ensure our fleet complies with therequirements of classification societies as well as relevant governments, flag states, environmental and other regulations. Under the ship managementagreements, each vessel subsidiary pays the actual cost associated with the technical management and an annual management fee for the relevant vessel. Forvessels chartered on a bareboat basis, the charterer generally is responsible for paying all operating costs.FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITIONThe principal factors that affect our results of operations and financial condition include: ●with respect to vessels on charter, the charter rate that we are paid; ●with respect to the vessels operating in the spot market, the revenues earned by such vessels and cost of bunkers; ●our vessels’ operating expenses; ●our insurance premiums and vessel taxes; ●the required maintenance capital expenditures related to our vessels; ●the required capital expenditures related to newbuilding orders; ●our ability to access capital markets to finance our fleet; ●our vessels’ depreciation and potential impairment charges; ●our general and administrative and other expenses; ●our interest expense including any interest swaps; ●general market conditions when charters expire; and ●prepayments under our credit facilities to remain in compliance with covenants. 33Table of ContentsOur revenues are principally derived from time charter hire and by vessels operating in the spot market. Freight rates are sensitive to patterns of supply anddemand. Rates for the transportation of crude oil are determined by market forces, such as the supply and demand for oil, the distance that cargoes must betransported and the number of vessels available at the time such cargoes need to be transported. The demand for oil shipments is affected by the state of theglobal economy and commercial and strategic stock building, among other things. The number of vessels is affected by the construction of new vessels andby the retirement of existing vessels from service. The tanker industry has historically been cyclical, experiencing volatility in freight rates, profitability andvessel values (Refer to “Item 3. Risks Relating to Our Industry”).Our expenses consist primarily of cost of bunkers, vessel operating expenses, interest expense, depreciation expense, impairment charges, insurance premiumexpenses, vessel taxes, financing expenses and general and administrative expenses.With respect to vessels on time charters, the charterers generally pay us charter hire monthly, fully or partly, in advance. . With respect to vessels operatingin the spot market, our customers typically pay us the freight upon discharge of the cargo. We fund daily vessel operating expenses under our shipmanagement agreements monthly in advance. We are required to pay interest under our secured credit facilities quarterly or semiannually in arrears,insurance premiums either annually or more frequently (depending on the policy) and our vessel taxes, registration dues and classification expensesannually.OUTLOOK FOR 2017The limited fleet growth in 2013, 2014 and 2015 combined with demand growth for oil transportation and longer transportation distances primarily drove amarket recovery through 2016. In particular, the market in 2015 was boosted by OPEC’s decision in November 2014 to increase their market share andthereby increase the production and supply of oil to the market. Despite a strong earnings environment, asset values dropped some 25-30% during 2016 andare now close to the trough levels we saw in 2013. We think we have reached a period of attractive asset prices whereby we will gradually focus oninvestment and fleet renewal. We expect the freight market in 2017 to be choppy as a result of the combination of deliveries of new ships in 2017 andOPEC’s oil supply cut planned for the first half of 2017. We will continue to focus on prudent capital management and robust cash break-even levels for ourfleet in combination with quality operations and a mixture of time charter contracts and spot based freight contracts. As of March 1, 2017, 30% of our totalrevenue days for 2017 were covered by time charter contracts. We expect the freight market to continue to be cyclical, volatile and seasonal and with part ofour fleet with spot market exposure, it could impact our results through volatility in our revenues.CRITICAL ACCOUNTING POLICIESOur financial statements for the fiscal years 2016, 2015 and 2014 have been prepared in accordance with International Financial Reporting Standards, or“IFRS,” as issued by the International Accounting Standards Board, or the “IASB,” which require us to make estimates in the application of our accountingpolicies based on the best assumptions, judgments and opinions of management. Following is a discussion of the accounting policies that involve a higherdegree of judgment and the methods of their application. For a complete description of all of our material accounting policies, see Note 2 to our consolidatedfinancial statements for December 31, 2016, included as Item 18 of this report.Revenue RecognitionDuring 2016, our vessels generated revenues from time charters and by operating in the spot market (voyage charters). In prior years, some of our vesselshave also generated revenues from operating in pools. Revenues from time charters are accounted for as operating leases and are recognized on a straight linebasis over the periods of such charters, as service is performed. 34Table of ContentsFor vessels operating in prior years in commercial pools, revenues and voyage expenses are pooled and the resulting net pool revenues, calculated on a timecharter equivalent basis, are allocated to the pool participants according to an agreed formula. Formulae used to allocate net pool revenues allocate netrevenues to pool participants on the basis of the number of days a vessel operates in the pool with weighting adjustments made to reflect differing capacitiesand performance capabilities. Revenues generated from pools are recorded based on the net method. These pools generate a majority of their revenue fromvoyage charters.Within the shipping industry, there are two methods used to account for voyage revenues: (i) ratably over the estimated length of each voyage and (ii)completed voyage. The recognition of voyage revenues ratably over the estimated length of each voyage is the most prevalent method of accounting forvoyage revenues and the method used by the pools in which we have participated. Under each method, voyages may be calculated on either a load-to-loador discharge-to-discharge basis. In applying its revenue recognition method, management believes that the discharge-to-discharge basis of calculatingvoyages more accurately estimates voyage results than the load-to-load basis. We do not begin recognizing voyage revenue until a charter has been agreedto with the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.Vessel LivesThe company estimates the average useful life of a vessel to be 20 years. The actual life of a vessel may be different and the useful lives of the vessels arereviewed at fiscal year end, with the effect of any changes in estimate accounted for on a prospective basis. New regulations, market deterioration or otherfuture events could reduce the economic lives assigned to our vessels and result in higher depreciation expense and impairment losses in future periods.The carrying value of each vessel represents its original cost at the time it was delivered from the shipyard less depreciation calculated using an estimateduseful life of 20 years from the date such vessel was originally delivered from the shipyard plus the cost of drydocking less impairment, if any, or, as is thecase with ships acquired in the second hand market, its acquisition cost less depreciation calculated using an estimated useful life of 20 years. Thedepreciation per day is calculated based on the vessel’s original cost less a residual value which is equal to the product of the vessel’s lightweight tonnageand an estimated scrap rate per ton. Capitalized drydocking costs are depreciated on a straight-line basis from the completion of a drydocking to theestimated completion of the next drydocking. The vessels are required by their respective classification societies to go through a dry dock at regularintervals. In general, vessels below the age of 15 years are docked every 5 years and vessels older than 15 years are docked every 2½ years.Carrying Value and ImpairmentThe carrying values of our vessels may not represent their fair market value at any point in time since the market prices of second-hand vessels tend tofluctuate with changes in charter rates and the cost of constructing new vessels. Historically, both charter rates and vessel values have been cyclical. Thecarrying amounts of vessels held and used by us are reviewed for potential impairment or reversal of prior impairment charges whenever events or changes incircumstances indicate that the carrying amount of a particular vessel may not accurately reflect the recoverable amount of a particular vessel. In instanceswhere a vessel is considered impaired it is written down to its recoverable amount. In instances where a vessel’s recoverable amount is above its carryingvalue and the vessel has been subject to impairment charges in prior years, the vessel’s carrying value is adjusted to its recoverable amount, though not to anextent higher than the carrying amount that would have been determined had no impairment charges been recognized in prior years. In evaluatingimpairment or reversal of prior impairment charges under IFRS, we consider the higher of (i) fair market value less cost of disposal and (ii) the present value ofthe future cash flows of a vessel, or “value in use.” The fair market value of our vessels is monitored by obtaining charter-free broker valuations as of specificdates. This assessment has been made at the individual vessel level.In developing estimates of future cash flows, we must make significant assumptions about future charter rates, future use of vessels, ship operating expenses,drydocking expenditures, utilization rate, fixed commercial and technical management fees, residual value of vessels, the estimated remaining useful lives ofthe vessels and the discount rate. These assumptions, and in particular for estimating future charter rates, are based on historical trends and current marketconditions, as well as future expectations. Estimated outflows for ship operating expenses and drydocking expenditures are based on a combination ofhistorical and budgeted costs and are adjusted for assumed inflation. Utilization, including estimated off-hire time, is based on historical experience. 35Table of ContentsThe more significant factors that could impact management’s assumptions regarding time charter equivalent rates include (i) unanticipated changes indemand for transportation of crude oil cargoes, (ii) changes in production or supply of or demand for oil, generally or in specific geographical regions, (iii)the anticipated levels of tanker newbuilding orders or the anticipated levels of tanker scrappings and (iv) changes in rules and regulations applicable to thetanker industry, including legislation adopted by international organizations such as the IMO or by individual countries and vessels’ flag states. Please seeour risk factors under the headings “Vessel values and charter rates are volatile. Significant decreases in values or rates could adversely affect our financialcondition and results of operations” and “The highly cyclical nature of the tanker industry may lead to volatile changes in spot or time charter rates from timeto time, which may adversely affect our earnings” in Item 3.D of this report for a discussion of additional risks relating to the volatility of charter rates.Although management believes that the assumptions used to evaluate potential impairment or reversal of prior impairment charges are reasonable andappropriate at the time they were made, such assumptions are highly subjective and likely to change, possibly materially, in the future. Reasonable changesin the assumptions for the discount rate or future charter rates could lead to a value in use for some of our vessels that is higher than, equal to or less than thecarrying amount for such vessels. There can be no assurance as to how long charter rates and vessel values will remain at their current levels or whether orwhen they will change by any significant degree. Charter rates may decline significantly from current levels, which could adversely affect our revenue andprofitability, and future assessments of vessel impairment.When calculating the charter rate to use for a particular vessel class in its impairment testing, we rely on the contractual rates currently in effect for theremaining term of existing charters and estimated daily time charter equivalent rates for each vessel class for the unfixed days over the estimated remaininguseful lives of each of the vessels. The estimated daily time charter equivalent rates used for unfixed days are based on (i) the current one-year time charterrate for the first three years estimated by brokers and (ii) the 10-year historical average one-year time charter rate thereafter with both (i) and (ii) reduced by20% for vessels above the age of 15 years.In the third quarter of 2016 we adjusted the carrying value of our fleet through a non-cash impairment charge totaling $76.6 million due to the decline invalues for second hand tankers.The impairment test was performed on each individual vessel using an estimated weighted average cost of capital, or“WACC,” of 8.26%. As DHT operates in a non-taxable environment, the WACC is the same on a before- and after-tax basis.If the estimated WACC had been1% higher, the impairment charge for that quarter would have been $136.3 million and if the estimated WACC had been 1% lower, the impairment charge forthat quarter would have been $34.2 million.If the estimated future net cash flows after the expiry of fixed charter periods had been 10% lower, the impairmentcharge would have been $178.9 million.In the first quarter of 2016 we recorded an impairment charge of $8.1 million related to the DHT Target which was agreed sold. The impairment chargereflected the difference between the carrying value of the vessel and the estimated net sales price. The vessel was delivered to the buyers in May 2016.In 2015, we did not perform an impairment test because we concluded that there were no indicators of impairment or reversal of prior impairment. .In 2014, the impairment tests performed did not result in any impairment charge. However, with respect to the six vessels with prior recorded impairmentcharges we recorded a reversal of prior impairment charges totaling $31.9 million. The impairment test as of December 31, 2014 was performed using anestimated WACC of 7.87% (2013: 8.83%). As DHT operates in a non-taxable environment, the WACC is the same on a before- and after-tax basis. The timecharter equivalent rates used for the impairment test as of December 31, 2014 for the first three years were $38,000 per day, $32,000 per day and $23,000 perday (being the current one-year time charter rate estimated by brokers), for VLCC, Suezmax and Aframax, respectively, and reduced by 20% for vessels abovethe age of 15 years. Thereafter the time charter equivalent rates used were $41,842 per day, $31,299 per day and $23,598 per day (being the 10-yearhistorical average one-year time charter rate), for VLCC, Suezmax and Aframax, respectively and reduced by 20% for vessels above the age of 15 years. Forvessels on charter we assumed the contractual rate for the remaining term of the charter. If the estimated WACC had been 1% higher, the reversal of priorimpairment charges as of December 31, 2014 would have been $30.0 million and we would have recorded an impairment charge related to some of ourvessels of $12.7 million as of December 31, 2014. If the estimated future net cash flows after the expiry of fixed charter periods had been 10% lower, thereversal of prior impairment charges would have been $22.3 million and we would have recorded an impairment charge related to some of our vessels totaling$41.8 million. Also, had we used the one-, three-, five-, and ten-year historical average for the one-year time charter rates instead, the reversal of priorimpairment charges as of December 31, 2014 would have been $4.5 million, $0 million, $0.4 million and $30.7 million, respectively and the impairmentcharge would have been $25.0 million, $62.7 million, $35.7 million and $0, respectively. 36Table of ContentsThe following chart sets forth our fleet information, purchase prices, carrying values and estimated charter free fair market values as of December 31, 2016.Vessel Built Vessel Type Purchase Month PurchasePrice CarryingValue(12/31/2016) EstimatedCharter FreeFairMarketValue*(12/31/2016) (Dollars in thousands) DHT Ann** 2001 VLCC Oct. 2005 124,829 29,174 26,500 DHT Cathy** 2004 Aframax Oct. 2005 70,833 19,447 17,500 DHT Chris** 2001 VLCC Oct. 2005 124,829 23,216 23,216 DHT Sophie** 2003 Aframax Oct. 2005 68,511 17,523 16,000 DHT Phoenix 1999 VLCC Mar. 2011 55,000 23,653 22,000 DHT Eable 2002 VLCC May 2011 67,000 31,381 29,000 DHT Falcon 2006 VLCC Feb. 2014 47,500 42,158 39,500 DHT Hawk 2007 VLCC Feb. 2014 50,500 42,542 43,000 DHT Condor 2004 VLCC May 2014 49,000 42,076 34,000 DHT Europe 2007 VLCC Sept. 2014 67,700 55,417 44,500 DHT China*** 2007 VLCC Sept. 2014 67,700 57,059 44,500 DHT Amazon*** 2011 VLCC Sept. 2014 90,540 75,833 61,000 DHT Scandinavia 2006 VLCC Sept. 2014 62,950 52,026 44,000 DHT Taiga*** 2012 VLCC Sept. 2014 95,300 78,505 65,000 DHT Redwood*** 2011 VLCC Sept. 2014 90,540 78,001 61,000 DHT Suburbans*** 2012 VLCC Sept. 2014 95,300 72,406 65,000 DHT Jaguar 2015 VLCC Nov. 2015 101,700 89,887 79,000 DHT Leopard 2016 VLCC Jan. 2016 100,524**** 90,757 84,500 DHT Lion 2016 VLCC Mar. 2016 95,049**** 91,087 84,500 DHT Panther 2016 VLCC Aug. 2016 95,306**** 92,055 84,500 DHT Puma 2016 VLCC Aug. 2016 95,106**** 92,169 84,500 *Estimated charter free fair market value is provided for informational purposes only. These estimates are based solely on third-party broker valuationsas of the reporting date and may not represent the price we would receive upon sale of the vessel. They have been provided as a third party’s indicativeestimate of the sales price less cost to sell which we could expect, if we decide to sell one of our vessels, free of any charter arrangement. Managementuse these broker valuations in calculating compliance with debt covenants. Management also use them as one consideration point in determining ifthere are indicators of impairment, however management does not believe that a broker value lower than book value in itself is an indicator ofimpairment. Management calculates recoverable amounts, using the value in use model, only when indicators of impairment exists. In connection withthe vessels’ increasing age and market development, a decline in vessel values could take place in 2017.**Purchase price is pro rata share of en bloc purchase price paid for vessels in connection with our initial public offering (“IPO”) in October 2005. Charterfree fair market value for DHT Chris is equal to agreed net sales price.***Carrying value does not include value of time charter contracts.****Includes pre-delivery expenses including supervision, upstoring and bank financing commitment fee. 37Table of Contents With respect to some of our vessels, we believe the charter-free fair market value was less than their carrying value as of December 31, 2016 and with respectto some of our vessels, the charter-free fair market value was above their carrying value as of December 31, 2016. In aggregate, the the carrying value of ourvessels (not including the value of time charter contracts) as of December 31, 2016 was above the charter free fair market value by approximately $143.7million. Please see our risk factor under the heading “The value of our vessels may be depressed at a time when and in the event that we sell a vessel” in Item3.D of this report for a discussion of additional risks relating to fair market value in assessing the value of our vessels. However, except for the vesselimpairments described above, we concluded that no other vessels had indicators of impairment or reversal of prior impairment during 2016. Refer to Note 6for additional information.Stock CompensationManagement of the company receive, amongst others, remuneration in the form of restricted common stock that is subject to vesting conditions. Equity-settled share based payment is measured at the fair value of the equity instrument at the grant date and is expensed on a straight-line basis over the vestingperiod. For the year 2016, a total of 900,000 shares of restricted stock were awarded to management and the board of directors vesting with equal amounts inFebruary 2017, February 2018 and February 2019 subject to continued employment or office, as applicable. The estimated fair value at grant date was equalto the share price at grant date.For the year 2015, a total of 824,000 shares of restricted stock were awarded to management and the board of directors vesting with equal amounts inFebruary 2016, February 2017 and February 2018 subject to continued employment or office, as applicable. The estimated fair value at grant date was equalto the share price at grant date.For the year 2014, a total of 850,000 shares of restricted stock were awarded to management and the board of directors vesting with equal amounts in January2016, January 2017 and January 2018 subject to continued employment or office, as applicable. The estimated fair value at grant date was equal to the shareprice at grant date. In January 2016, the vesting dates in January 2017 and January 2018 were changed to February 2017 and February 2018.For the year 2013, a total of 750,000 shares of restricted stock were awarded to management and the board of directors vesting with equal amounts inFebruary 2015, February 2016 and February 2017. 375,000 of the shares vest subject to continued employment or office, as applicable and the calculatedfair value at grant date was equal to the share price at grant date. 375,000 of the shares vest subject to continued employment and market conditions, asapplicable.In January 2015, the vesting criteria for the restricted shares that vest subject to continued employment or office, as applicable, and certain market conditionswere changed to be subject to continued employment or office, as applicable, only.For the year 2012, a total of 155,000 shares of restricted stock were awarded to management vesting with equal amounts in December 2015, 2016 and 2017subject to continued employment. The calculated fair value at grant date was 95.0% of the share price at grant date. Also, for the year 2012, a total of310,000 stock options were awarded to management vesting subject to continued employment on the exercise date. The calculated fair value at grant datewas 30.0% of the share price at grant date for 155,000 of the stock options and 22.3% of the share price at grant date for 155,000 of the stock options,respectively, calculated using a Black & Scholes option pricing model. The main inputs to the model were as follows: share price of $4.37, exercise price of$7.75 and $10.70, respectively, expected volatility of 59% based on historical volatility, option life of 5 years and risk free rate of 0.83%. Expecteddividends are not included as the strike price is adjusted for dividends paid. 38Table of ContentsRESULTS OF OPERATIONSIncome from Vessel OperationsShipping revenues declined by $9.1 million, or 2.5%, to $356.0 million in 2016 from $365.1 million in 2015. The decline from 2015 to 2016 is due to lowerrates and an increase in scheduled drydockings in 2016 offset by an increase in the fleet due to the delivery of newbuildings (partly offset by the sale of theSuezmaxes DHT Trader in December 2015 and DHT Target in May 2016). Total revenue days increased from 6,596 in 2015 to 7,020 in 2016 as a result of anincrease in the fleet. Shipping revenues increased by $214.3 million, or 142%, to $365.1 million in 2015 from $150.8 million in 2014. The increase was dueto a larger fleet including the addition of seven vessels through the Samco acquisition in September 2014 and a stronger market. In connection with theacquisition of the seven Samco vessels in September 2014, total revenue days increasing from 4,484 in 2014 to 6,596 in 2015.Voyage expenses declined by $3.5 million to $65.3 million in 2016 from $68.9 million in 2015. The decrease was mainly due to lower bunker prices for thevessels in the spot market partly offset by an increase in the fleet and more vessels operating in the spot market in 2016. Voyage expenses increased by $19.6million to $68.9 million in 2015 from $49.3 million in 2014. The increase was mainly due to an increase in the fleet and more vessels operating in the spotmarket offset by lower bunker prices in 2015.Vessel operating expenses increased by $2.1 million to $61.9 million in 2016 from $59.8 million in 2015. The increase is mainly due to an increase in thefleet. Vessel operating expenses increased by $17.0 million to $59.8 million in 2015 from $42.8 million in 2014. The increase is mainly due to an increase inthe fleet.Depreciation and amortization expenses, including depreciation of capitalized dry docking costs, increased by $5.6 million to $84.3 million in 2016 from$78.7 million in 2015. The increase was mainly due to the delivery of newbuildings partly offset by the sale of the Suezmaxes DHT Trader in December2015 and DHT Target in May 2016. Depreciation and amortization expenses, including depreciation of capitalized dry docking costs, increased by $33.6million to $78.7 million in 2015 from $45.1 million in 2014. The increase was due to an increase in the fleet and the reversal of prior impairment charge of$31.9 million in 2014, which increased the depreciable amount. We had a loss on sale of vessels of $0.8 million in 2015.Impairment charges totaled $84.7 million in 2016 due to the decline in values for second hand tankers. There were no impairment charges or reversals ofprior impairment charges in 2015. In connection with the improvement in the tanker markets and the increase in vessel values, the carrying value of the fleetwas adjusted in the fourth quarter of 2014 through a reversal of prior impairment charges totaling $31.9 million. Please refer to Item 5 – “Operating andFinancial Review and Prospects – Critical Accounting Policies – Carrying Value and Impairment” for a discussion of the key reasons for the impairmentcharges in 2016 and the reversal of prior impairment charges in 2014.General and administrative expenses in 2016 was $19.4 million (of which $6.9 million was non-cash cost related to restricted share agreements for ourmanagement and board of directors). General and administrative expenses in 2015 was $21.6 million (of which $7.4 million was non-cash cost related torestricted share agreements for our management and board of directors), compared to $18.1 million in 2014 (of which $3.2 million was non-cash). Theincrease reflects the addition of the Samco organization from September 2014 and building up DHT’s in-house commercial department, partly offset by lowerexpensed transaction fees in 2015.General and administrative expenses for 2016, 2015, 2014 and 2013 include directors’ fees and expenses, the salary and benefits of our executive officers,legal fees, fees of independent auditors and advisors, directors and officers insurance, rent and miscellaneous fees and expenses.Interest Expense and Amortization of Deferred Debt Issuance CostNet financial expenses were $31.2 million in 2016 compared to $29.9 million in 2015. The increase was mainly due to an increase in debt used to finance tothe newbuildings delivered. Net financial expenses were $29.9 million in 2015 compared to $14.4 million in 2014. The increase is mainly due to an increasein debt related to the vessels acquired in September 2014 as part of the Samco acquisition, the issue of the $150 million convertible senior notes inSeptember 2014 and the expense related to previously unamortized upfront fees related to the financing of the Samco Scandinavia that was refinanced in thesecond quarter of 2015, partly offset by fair value gain on derivative financial instruments of $3.6 million in 2015 compared to $0.5 million in 2014. 39Table of ContentsLIQUIDITY AND SOURCES OF CAPITALWe operate in a capital-intensive industry. Our use of cash relates to our voyage expenses, operating expenses, charter hire expenses, payments of interest,payments of insurance premiums, payments of vessel taxes, the payment of principal under our secured credit facilities, capital expenses related to periodicmaintenance of our vessels, payment of dividends, securities repurchases and investment in vessels including newbuilding contracts. In addition to investingcash generated from operations in vessels including newbuilding contracts, we also finance our vessel acquisitions with a combination of debt secured by ourvessels, the issuance of convertible senior notes and the sale of equity. We fund our working capital requirements with cash from operations. We collect ourtime charter hire from our vessels on charters monthly in advance and fund our estimated vessel operating costs monthly in advance. With respect to vesselsoperating in the spot market, the charterers typically pay us upon discharge of the cargo.In February 2016, our board of directors approved the repurchase of up to $50 million of DHT securities through open market purchases, negotiatedtransactions or other means in accordance with applicable securities laws. The repurchase program has been authorized through February 2017 and may besuspended or discontinued at any time. Any shares of DHT common stock acquired by DHT will be available for reissuance. In 2016, the companyrepurchased $27.0 million in aggregate principal amount of the 4.50% convertible senior notes due 2019 in the open market at an average price of 91.7% ofthe face amount and also repurchased 359,831 shares of DHT common stock in the open market at an average price of $5.64 per share. In January 2017, ourboard of directors approved the repurchase of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means inaccordance with applicable securities laws. The repurchase program has been authorized through March 2018 and may be suspended or discontinued at anytime.Since 2014, we have paid the dividends set forth in the table below. The aggregate and per share dividend amounts set forth in the table below are notexpressed in thousands. While dividends are subject to the discretion of our board of directors, with the timing and amount potentially being affected byvarious factors, including our cash earnings, financial condition and cash requirements, the loss of a vessel, the acquisition of one or more vessels, requiredcapital expenditures, reserves established by our board of directors, increased or unanticipated expenses, a change in our dividend policy, additionalborrowings or future issuances of securities, many of which will be beyond our control, in July 2015 our board of directors approved a dividend policy to paystockholders of record an intended dividend of at least 60% of ordinary net income per share (adjusted for extraordinary items) commencing with the secondquarter of 2015. In November 2016, our board of directors revised the dividend and capital allocation policy to return at least 60% of its ordinary net income(adjusted for exceptional items) to shareholders in the form of quarterly cash dividends and/or through repurchases of securities, including repurchases of the4.50% convertible senior notes due 2019 (refer to “Item 3. Risk Factors–we may not pay dividends in the future”).Operating period Total Payment Per commonshare Record date Payment dateJan. 1-March 31, 2014 $1.4 million $0.02 May 14, 2014 May 22, 2014April 1-June 30, 2014 $1.4 million $0.02 Sept. 9, 2014 Sept. 17, 2014July 1-Sept. 30, 2014 $1.9 million $0.02 Nov. 20, 2014 Nov. 26, 2014Oct. 1-Dec. 31, 2014 $4.6 million $0.05 Feb. 10, 2015 Feb. 19, 2015Jan. 1-March 31, 2015 $13.9 million $0.15 May 13, 2015 May 22, 2015April 1-June 30, 2015 $13.9 million $0.15 Aug. 12, 2015 Aug. 20, 2015July 1-Sept. 30, 2015 $16.7 million $0.18 Nov. 17, 2015 Nov. 25, 2015Oct. 1-Dec. 31, 2015 $19.7 million $0.21 Feb. 16, 2016 Feb. 24, 2016Jan. 1-March 31, 2016 $23.3 million $0.25 May 16, 2016 May 25, 2016April 1-June 30, 2016 $21.5 million $0.23 Aug. 24, 2016 Aug. 31, 2016July 1-Sept. 30, 2016 $1.9 million $0.02 Nov. 16, 2016 Nov. 23, 2016Oct. 1-Dec. 31, 2016 $7.5 million $0.08 Feb. 14, 2017 Feb. 22, 2017 40Table of ContentsAlthough market conditions have remained strong recently, the cash flow from the operations of our vessels in 2017 may not be sufficient to fund the vesseloperating expenses, interest payments and possible prepayments under our secured credit facilities.Working capital, defined as total current assets less total current liabilities, was $104.2 million at December 31, 2016 compared to $165.4 million atDecember 31, 2015. The decrease in working capital in 2016 was mainly due to a reduction in the cash balance as a result of paying pre-deliverynewbuilding installments and also due to an increase in the current portion of long term debt offset by an increase in assets held for sale. We believe that ourworking capital is sufficient for our present requirements. The cash and cash equivalents was $109.3 million at December 31, 2016 and $166.8 million atDecember 31, 2015. In 2016, net cash provided by operating activities was 194.0 million, net cash used in investing activities was $213.0 million (mainlyrelated to investment in vessels under construction of $222.1 million and investment in vessels of $13.3 million offset by proceeds from sale of vessels of$22.2 million) and net cash used in financing activities was $38.5 million (mainly related to cash dividends paid of $66.4 million, repayment of long-termdebt of $164.0 million and purchase of treasury shares and convertible bonds totaling $27.4 offset by the issuance of long-term debt of $219.3 million). Asof December 31, 2016, we had commitments for capital expenditures (other than for mandatory interim and special surveys) totaling $48.7 million related toone newbuilding. The cash balance as of December 31, 2016 and issuance of long term debt in 2016 includes $48.7 million relating to the financing for oneof the VLCC newbuildings, which was drawn in 2016 in advance of the delivery of the vessel on January 16, 2017.Working capital, defined as total current assets less total current liabilities, was $165.4 million at December 31, 2015 compared with $144.4 million atDecember 31, 2014. The increase in working capital in 2015 was mainly due to an increase in accounts receivables and accrued revenues and a decrease inaccounts payables and accrued expenses offset by a decrease in bunkers, lube oils and consumables. The cash and cash equivalents was $166.8 million atDecember 31, 2015 and $166.7 million at December 31, 2014. In 2015, net cash provided by operating activities was 181.5 million, net cash used ininvesting activities was $125.9 million mainly related to investment in vessels under construction of $142.6 million and investment in subsidiaries of $7.6million offset by proceeds from sale of vessels of $26.5 million and net cash used in financing activities was $55.5 million mainly related to cash dividendspaid of $49.2 million, repayment of long-term debt of $105.7 million offset issuance of long-term debt of $99.4 million. As of December 31, 2015, we hadcommitments for capital expenditures (other than for mandatory interim and special surveys) totaling $266.2 million related to the five newbuildings. Thecash balance as of December 31, 2015 and issuance of long term debt in 2015 includes $50.0 million relating to the financing for one of the VLCCnewbuildings, which was drawn on December 29, 2015 in advance of the delivery of the vessel on January 4, 2016.In 2016, net cash provided by operating activities was $194.0 million compared to $181.5 million in 2015. This increase is mainly due to the positivechange in working capital in 2016 offset by lower net income (after adjusting for the impairment charge) in 2016. In 2015, net cash provided by operatingactivities was $181.5 million compared to $30.6 million in 2014. The increase was mainly due to an increase in net income offset by changes in workingcapital (mainly related to an increase in accounts receivables and accrued revenues and a decrease in accounts payables and accrued expenses offset by adecrease in bunkers, lube oils and consumables). Net cash used in investing activities was $213.0 million in 2016 compared to $125.9 million in 2015. In2016, investing activities mainly related to investment in vessels under construction of $222.1 million and vessels undergoing special survey anddrydocking totalling of $13.3 million offset by proceeds from sale of vessels of $22.2 million. Net cash used in investing activities was $125.9 million in2015 compared to $551.3 million in 2014. In 2015, investing activities mainly related to investment in vessels under construction of $142.6 million offsetby proceeds from sale of vessels of $26.5 million. Net cash used by financing activities in 2016 was $38.5 million, compared to $55.5 million in 2015. Netcash used by financing activities in 2016 mainly related to cash dividends paid of $66.4 million, purchase of treasury shares of $2.0 million, purchase ofconvertible bonds of $25.3 million and repayment of long term debt of $164.0 million partly offset by $219.3 million related to issuance of long term debt. Net cash used by financing activities in 2015 was $55.5 million, compared to $561.3 million in 2014. Net cash used by financing activities in 2015 mainlyrelated to cash dividends paid of $49.2 million, repayment of long-term debt of $105.7 million offset by issuance of long-term debt of $99.4 million. Wehad $701.5 million of total debt outstanding at December 31, 2016, compared to $662.5 million at December 31, 2015 and $661.3 million at December 31,2014. 41Table of ContentsDuring 2017, five of our vessels are required to be drydocked, three VLCCs in the second quarter and two VLCCs in the third quarter. Each vessel isexpected to have an estimated 25-30 days off hire and an estimated total cost per vessel from $1.7 to $2.5 million depending on the vessel. The totaldrydocking costs estimated to the $10.2 million will be financed through our financial resources. Including the pre-delivery payments related to the DHTTiger which was delivered on January 16, 2017 and the two vessels to be constructed pursuant to the agreements with HHI, we estimate our capitalexpenditures for 2017 will be approximately $44.7 million. The final payment at delivery of the DHT Tiger in January 2016 was funded with debt financing.For additional information on events in 2017, please refer to “Item 4.B. Recent Developments.”Secured Credit Facilities and Convertible Senior NotesThe following summary of the material terms of our secured credit facilities does not purport to be complete and is subject to, and qualified in its entirety byreference to, all the provisions of our secured credit facilities. Because the following is only a summary, it does not contain all information that you may finduseful.The RBS Credit FacilityIn October 2005, DHT Maritime and its subsidiaries entered into a $401.0 million secured credit facility with RBS for a term of ten years, with no principalamortization for the first five years (the “RBS Credit Facility”). The RBS Credit Facility consisted of a $236.0 million term loan, a $150.0 million vesselacquisition facility and a $15.0 million working capital facility. DHT Maritime was the borrower under the RBS Credit Facility and its vessel-owningsubsidiaries were the sole guarantors of its performance thereunder. The RBS Credit Facility was secured by, among other things, a first priority mortgage andassignment of earnings on each of the vessels that were owned by DHT Maritime’s subsidiaries and a pledge of the balances in certain bank accounts on eachof the vessels that was owned by DHT Maritime’s subsidiaries. As of December 31, 2015, DHT Maritime’s borrowings under the RBS Credit Facility were$80.5 million. The RBS Credit Facility was repaid in full in September 2016 in connection with the amendment of the Nordea/DNB Credit Facility(discussed below).The DHT Phoenix Credit FacilityIn February 2011, DHT Phoenix, Inc., a wholly-owned subsidiary of DHT Holdings, entered into a $27.5 million secured credit facility with DVB for a term offive years (the “DHT Phoenix Credit Facility”). The DHT Phoenix Credit Facility is guaranteed by DHT Holdings. Borrowings under the DHT PhoenixCredit Facility bear interest at an annual rate of LIBOR plus a margin of 2.75%.The full amount of the DHT Phoenix Credit Facility was borrowed on March 1, 2011 and was repayable in 19 quarterly installments of $0.6 million from June1, 2011 to December 1, 2015, and a final payment of $15.9 million on March 1, 2016. The DHT Phoenix Credit Facility was repaid in full in June 2015.The DHT Eagle Credit FacilityIn May 2011, DHT Eagle, Inc., a wholly-owned subsidiary of DHT Holdings, entered into a $33.5 million secured credit facility with DNB for a term of fiveyears (the “DHT Eagle Credit Facility”). The DHT Eagle Credit Facility is guaranteed by DHT Holdings. Borrowings under the DHT Eagle Credit Facilitybear interest at an annual rate of LIBOR plus a margin of 2.50%.The full amount of the DHT Eagle Credit Facility was borrowed on May 27, 2011 and was repayable in 19 quarterly installments of $0.625 million fromAugust 27, 2011 to February 27, 2016 and a final payment of $21.6 million on May 27, 2016. The DHT Eagle Credit Facility was repaid in full in October2015. 42Table of ContentsThe DHT Falcon and DHT Hawk Credit FacilityIn February 2014, two wholly-owned subsidiaries of DHT Holdings, DHT Falcon Limited and DHT Hawk Limited (the “Borrowers”) entered into a creditfacility (the “DHT Falcon and DHT Hawk Credit Facility”) for up to $50.0 million with DNB, as lender, and us as guarantor. In connection with the deliveryof the DHT Falcon and DHT Hawk in February 2014, the Borrowers borrowed $49.0 million under the credit facility. Borrowings bear interest at an annualrate of LIBOR plus a margin of 3.25%.The DHT Falcon and DHT Hawk Credit Facility was repayable in 20 quarterly installments of $1.0.million from May2014 to February 2019 and a final payment of $29.0 million in February 2019.The DHT Falcon and DHT Hawk Credit Facility is guaranteed by DHT Holdings and DHT Holdings covenants that, throughout the term of the credit facility,DHT on a consolidated basis shall maintain value adjusted tangible net worth of $150 million, value adjusted tangible net worth shall be at least 25% ofvalue adjusted total assets and unencumbered consolidated cash shall be at least $20 million. “Value adjusted” is defined as an adjustment to reflect thedifference between the carrying amount and the market valuations of the company’s vessels (as determined quarterly by two approved brokers). In June2015, the interest was amended to a rate equal to a margin of 2.50% plus LIBOR. The DHT Falcon and DHT Hawk Credit Facility was repaid in full inFebruary 2016.The Credit Agricole Credit Facility/The New Credit Agricole Credit FacilityIn October 2006, Samco Gamma Ltd, a wholly owned subsidiary, entered into a $49.0 million secured credit facility with Credit Agricole for the financing ofthe Samco Scandinavia (the “Credit Agricole Credit Facility”). In connection with DHT’s acquisition of Samco in September 2014, we entered into anagreement with Credit Agricole to amend the Credit Agricole Credit Facility whereby, upon satisfaction of certain conditions, borrowings under theagreement bear interest at an annual rate of LIBOR plus a margin of 1.60% and the financial obligations under the credit facility are guaranteed by us.As of December 31, 2014, the total outstanding under the Credit Agricole Credit Facility was $40.7 million and was repayable in seven quarterly installmentsof approximately $1.0 million each from March 2015 to September 2016 and a final payment of $33.9 million in December 2016.On June 22, 2015 we entered into an agreement with Credit Agricole to refinance the outstanding amounts under the Credit Agricole Credit Facility thatfinanced the Samco Scandinavia as well as a financing commitment of up to $50 million to fund the acquisition of one VLCC from HHI through a securedterm loan facility (the “New Credit Agricole Credit Facility”) that will be between and among Credit Agricole as lender, two special purpose companies(Samco Gamma Ltd. and DHT Tiger Limited which are direct wholly-owned subsidiary of us, the “Credit Agricole Borrowers”), and us, as guarantor. SamcoGamma Ltd. was permitted to borrow the full amount of the New Credit Agricole Credit Facility in June 2015 (“Tranche A”) and DHT Tiger Limited will bepermitted to borrow up to $50.0 million under the New Credit Agricole Credit Facility in connection with the delivery of the DHT Tiger from HHI (“TrancheB”). $48.7 million was drawn under Tranche B in 2016 in advance of the delivery of the DHT Tiger on January 16, 2017. Borrowings bear interest at a rateequal to LIBOR + 2.1875%. Tranche A was repayable in 34 consecutive quarterly installments of $1.1 million from September 2015 to December 2023. Subsequent to a voluntary prepayment of $5.0 million in June 2016, Tranche A is repayable with 30 quarterly installments of $0.97 million each. Tranche Bis repayable in 28 quarterly installments of $0.7 million from March 2017 to December 2023 and a final payment of $30.6 million in December 2023.The New Credit Agricole Credit Facility is secured by, among other things, a first priority mortgage on the Samco Scandinavia and the DHT Tiger, a firstpriority assignment of earnings, insurances and intercompany claims, a first priority pledge of the balances of the Borrowers’ bank accounts and a firstpriority pledge over the shares in the Borrowers. The New Credit Agricole Credit Facility contains covenants that prohibit the Borrowers, among otherthings, from incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entitiesor transferring all or any substantial part of their assets to another person.The New Credit Agricole Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the creditfacility be no less than 135% of borrowings. Also, DHT covenants that, throughout the term of the New Credit Agricole Credit Facility, DHT, on aconsolidated basis, shall maintain value adjusted tangible net worth of $200 million, value adjusted tangible net worth shall be at least 25% of valueadjusted total assets, unencumbered consolidated cash shall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt and DHT, ona consolidated basis, shall have working capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carryingamount and the market valuations of the company’s vessels (as determined quarterly by an approved broker). 43Table of ContentsThe Nordea Credit FacilityIn December 2014, we entered into a credit facility (the “Nordea Credit Facility”) in the amount of $302.0 million with Nordea, DNB and DVB as lenders, andDHT Holdings, Inc. as guarantor for the re-financing of the Samco Europe, Samco China, Samco Amazon, Samco Redwood, Samco Sundarbans and SamcoTaiga as well as the financing of the DHT Condor. Borrowings bear interest at a rate equal to LIBOR + 2.50% and are repayable in 20 quarterly installmentsof $5.1 million from March 2015 to December 2019 and a final payment of $199.8 million in December 2019.The Nordea Credit Facility is secured by, among other things, a first priority mortgage on the vessels financed by the credit facility, a first priority assignmentof earnings, insurances and intercompany claims, a first priority pledge of the balances of each of the borrower’s bank accounts and a first priority pledge overthe shares in each of the borrowers. The Nordea Credit Facility contains covenants that prohibit the borrowers from, among other things, incurring additionalindebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities or transferring all or anysubstantial part of their assets to another person.The Nordea Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the Credit Facility be no lessthan 135% of borrowings. Also, we covenant that, throughout the term of the Credit Facility, DHT, on a consolidated basis, shall maintain value adjustedtangible net worth of $200 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets and unencumbered consolidatedcash shall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt. “Value adjusted” is defined as an adjustment to reflect thedifference between the carrying amount and the market valuations of the company’s vessels (as determined quarterly by two approved brokers).In July 2016, the credit facility was amended whereby the DHT Amazon (renamed from Samco Amazon) and the DHT Europe (renamed from Samco Europe)was replaced by DHT Hawk, DHT Falcon and DHT Eagle and the quarterly installments changed to $5.8 million and a final payment of $190.4 million due inDecember 2019.The ABN AMRO Credit FacilityIn July 2014, we obtained a secured term loan facility totaling $141.0 million (across all three tranches) to fund the acquisition of three VLCCs from HHI (the“ABN AMRO Credit Facility”) between and among ABN AMRO Bank N.V. Oslo Branch (“ABN AMRO”), DVB and Nordea or any of their affiliates, each aslenders, three special purpose companies (each, a direct wholly-owned subsidiary of us, collectively, the “Borrowers”), and us, as guarantor. The first vesselwas to be delivered on March 15, 2016, the second on August 5, 2016 and the third on August 31, 2016. The ABN AMRO Credit Facility will be for a five-year term from the date of the first drawdown, but in any event the final maturity date shall be no later than December 31, 2021, subject to earlier repaymentin certain circumstances. Borrowings bear interest at a rate equal to Libor + 2.60% and the loan is repayable in quarterly installments of $2.0 million throughQ3 2021 and final payments of $33.2 million in the first quarter of 2021 and $62.7 million in the third quarter of 2021 at final maturity (assuming noadditional repayments discussed below). In addition to the scheduled instalments, each borrower shall in the first three years make additional repayments of avariable amount equal to free cash flow in the prior quarter capped at $0.3 million per quarter to be applied against the balloon payment. Free cash flow isdefined as an amount calculated as of the last day of each quarter equal to the positive difference, if any, between (a) the sum of the earnings of the vesselsduring the quarter and (b) the sum of ship operating expenses, voyage expenses, estimated capital expenses for the following two quarters, general &administrative expenses, interest expenses and change in working capital.The ABN AMRO Credit Facility is secured by, among other things, a first priority mortgage on the vessels financed by the ABN AMRO Credit Facility, a firstpriority assignment of earnings, insurances and intercompany claims, a first priority pledge of the balances of each of the borrower’s bank accounts and a firstpriority pledge over the shares in each of the borrowers. The ABN AMRO Credit Facility contains covenants that prohibit the borrowers from, among otherthings, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities ortransferring all or any substantial part of their assets to another person. 44Table of Contents The credit facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain value adjustedtangible net worth of $100 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets, unencumbered consolidated cashshall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt and the borrower and DHT, on a consolidated basis shall haveworking capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the marketvaluations of the company’s vessels (as determined quarterly by an approved broker).As of December 31, 2016, all three vessels financed by the ABN AMRO Credit Facility had been delivered by HHI and all three tranches had been drawn.The Danish Ship Finance Credit FacilityIn November 2014, we executed a credit facility (the “Danish Ship Finance Credit Facility”) to fund the acquisition of one of the VLCCs to be constructed atHHI through a secured term loan facility between and among Danish Ship Finance A/S as lender, a vessel-owning company, as borrower, and us as guarantor. The full amount of the Danish Ship Finance Credit Facility was borrowed in November 2015. The borrower is permitted to borrow up to $49.4 million underthe Danish Ship Finance Credit Facility. The Danish Ship Finance Credit Facility is for a five-year term from the date of the first drawdown in November2015, subject to earlier repayment in certain circumstances. Borrowings bear interest at a rate equal to LIBOR + 2.25% and are repayable in 10 semiannualinstallments of $1.3 million each commencing six months after drawdown and a final payment of $36.4 million at final maturity.The Danish Ship Finance Credit Facility is secured by, among other things, a first priority mortgage on the vessel financed by the credit facility, a firstpriority assignment of earnings, insurances and intercompany claims, a first priority pledge of the balances of the borrower’s bank accounts and a first prioritypledge over the shares in the borrower. The Danish Ship Finance Credit Facility contains covenants that prohibit the borrower from, among other things,incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities ortransferring all or any substantial part of its assets to another person.The Danish Ship Finance Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the Danish ShipFinance Credit Facility be no less than 130% of borrowings. Also, we covenant that, throughout the term of the credit facility, DHT, on a consolidated basis,shall maintain value adjusted tangible net worth of $200 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets andunencumbered consolidated cash shall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt. “Value adjusted” is defined asan adjustment to reflect the difference between the carrying amount and the market valuations of the company’s vessels (as determined quarterly by anapproved broker).The Nordea/DNB Credit FacilityIn October 2015, we executed a credit facility (the “Nordea/DNB Credit Facility”) totaling $50.0 million to fund the acquisition of one of the VLCCs to beconstructed at HHI through a secured term loan facility between and among Nordea Bank Norge ASA and DNB Bank ASA, as lenders, a vessel-owningcompany, as borrower, and us, as guarantor. The full amount of the Nordea/DNB Credit Facility was borrowed in December 2015. The Nordea/DNB CreditFacility has a five-year term from the date of the first drawdown, subject to earlier repayment in certain circumstances. Borrowings bear interest at a rate equalto LIBOR + 2.25% and are repayable in 10 semiannual installments of $0.6 million each commencing three months after drawdown and a final payment of$37.5 million at final maturity. 45Table of ContentsThe Nordea/DNB Credit Facility is secured by, among other things, a first priority mortgage on the vessel financed by the Nordea/DNB Credit Facility, a firstpriority assignment of earnings, insurances and intercompany claims, a first priority pledge of the balances of the borrower’s bank accounts and a first prioritypledge over the shares in the borrower. The Nordea/DNB Credit Facility contains covenants that prohibit the borrower from, among other things, incurringadditional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities or transferring all orany substantial part of its assets to another person.The Nordea/DNB Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the Nordea/DNB CreditFacility be no less than 135% of borrowings. Also, we covenant that, throughout the term of the Nordea/DNB Credit Facility, DHT, on a consolidated basis,shall maintain value adjusted tangible net worth of $200 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets,unencumbered consolidated cash shall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt and the borrower and DHT, on aconsolidated basis shall have working capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carryingamount and the market valuations of the company’s vessels (as determined quarterly by an approved broker).In September 2016, the remaining four vessels financed under the RBS Credit Facility (DHT Ann, DHT Chris, DHT Cathy and DHT Sophie) were included inthe Nordea/DNB Credit Facility as a separate tranche totaling $40.0 million. Borrowings under the $40.0 million tranche bear interest at a rate equal to Libor+ 2.75% and are repayable in 11 quarterly installments of $2.1 million from December 2016 to June 2019 and a final payment of $17.3 million in August2019. Subsequent to the sale of DHT Chris (which was delivered to the buyers in January 2017), the credit facility became repayable in quarterly installmentsof $1.3 million with a final payment of $13.1 million due in August 2019.The ABN AMRO Revolving Credit FacilityIn November 2016, the Company entered into a secured five year revolving credit facility with ABN Amro totaling $50.0 million to be used for generalcorporate purposes, including security repurchases and the acquisition of ships (the “ABN AMRO Revolving Credit Facility”), between and among ABNAMRO Bank N.V. Oslo Branch (“ABN AMRO”) or any of their affiliates, as lender, Samco Delta Ltd. and Samco Eta Ltd. as borrowers (each, a direct wholly-owned subsidiary of us, collectively, the “Borrowers”), and us, as guarantor. The financing bears interest at a rate equal to Libor + 2.50%. As of December 31,2016 there were no amounts outstanding under the ABN AMRO Revolving Credit Facility. Availability under the facility is reduced by $1.3 millionquarterly. The credit facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no lessthan 135% of borrowings. Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain value adjustedtangible net worth of $200 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets, unencumbered consolidated cashshall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt and the Borrowers and DHT, on a consolidated basis, shall haveworking capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the marketvaluations of the company’s vessels (as determined quarterly by an approved broker).Convertible Senior NotesIn September 2014, in connection with the acquisition of the shares in Samco, we issued $150 million principal amount of convertible senior notes in aprivate placement. We funded the acquisition of the shares in Samco with the net proceeds of the September 2014 Registered Direct Offering of commonstock and concurrent private placement of convertible senior notes due 2019 to institutional accredited investors, plus cash on hand. We pay interest at afixed rate of 4.50% per annum, payable semiannually in arrears. The convertible senior notes are convertible into common stock of DHT at any time untilone business day prior to their maturity. The initial conversion price for the convertible senior notes is $8.125 per share of common stock (equivalent to aninitial conversion rate of 123.0769 shares of common stock per $1,000 aggregate principal amount of convertible senior notes), subject to customary anti-dilution adjustments. We received net proceeds of approximately $145.5 million (after placement agent expenses, but before other transaction expenses). The conversion price is subject to adjustment based on cash dividends paid on our common stock and as of March 15, 2017 the conversion price is $6.5097. In 2016 we acquired in the open market $27 million in aggregate principal amount of our convertible senior notes at an average price of 91.7% of par. Thesubsequent outstanding amount is then $123 million.46Table of ContentsAGGREGATE CONTRACTUAL OBLIGATIONSAs of December 31, 2016, our long-term contractual obligations were as follows: 2017 2018 2019 2020 2021 Thereafter Total Long-term debt (1) $87,174 $71,928 $390,318 $101,066 $108,839 $106,533 $865,858 Vessels to beconstructed (2) $32,941 $131,765 $— $— $— $— $164,705 Total $120,115 $203,693 $390,318 $101,066 $108,839 $106,533 $1,030,564 (1)Amounts shown include contractual installment and interest obligations on $259.8 million under the Nordea Credit Facility, $76.0 million under theNew Credit Agricole Credit Facility, $46.8 million under the Danish Ship Finance Credit Facility, $85.4 million under the Nordea/DNB Credit Facility,$130.7 million under the ABN AMRO Credit Facility and $123.0 million under the convertible senior notes. The interest obligations have beendetermined using a LIBOR of 1.00% per annum plus margin. The interest on $259.8 million is LIBOR + 2.50%, the interest on $76.0 million is LIBOR+ 2.19%, the interest on $46.8 million is LIBOR + 2.25%, the interest on $47.5 million is LIBOR + 2.25%, the interest on $37.9 million is LIBOR +2.75%, the interest on $130.7 million is LIBOR + 2.60% and the interest on $123.0 million is 4.50%. Also, the five floating-to-fixed interest rate swapswith a notional amount totaling $127.6 million pursuant to which we pay a fixed rate ranging from 2.43% to 3.57% plus the applicable margin andreceive a floating rate based on LIBOR have been included. The interest on the balance outstanding is generally payable quarterly and in some casessemiannually. With regards to the ABN AMRO Credit Facility each of the three borrowers shall, in the first three years, make additional repayments ofa variable amount equal to free cash flow in the prior quarter capped at $0.3 million per quarter to be applied against the balloon. Free cash flow isdefined as an amount calculated as of the last day of each quarter equal to the positive difference, if any, between (a) the sum of the earnings of thevessels during the quarter and (b) the sum of ship operating expenses, voyage expenses, estimated capital expenses for the following two quarters,general & administrative expenses, interest expenses and change in working capital. The above table does not include an estimate for any suchamounts. (2)These are estimates only and are subject to change as construction progresses.Due to the uncertainty related to the market conditions for oil tankers we can provide no assurances that our cash flow from the operations of our vessels willbe sufficient to cover our vessel operating expenses, vessel capital expenditures including installments on our newbuildings ordered, interest payments andcontractual installments under our secured credit facilities, insurance premiums, vessel taxes, general and administrative expenses and other costs and anyother working capital requirements for the short term. Our longer term liquidity requirements include increased repayment of the principal balance of oursecured credit facilities. We may require new borrowings or issuances of equity or other securities to meet this repayment obligation. Alternatively, we cansell assets and use the proceeds to pay down debt.MARKET RISKS AND FINANCIAL RISK MANAGEMENTWe are exposed to market risk from changes in interest rates, which could affect our results of operation and financial position. Borrowings under our securedcredit facilities contain interest rates that fluctuate with the financial markets. Our interest expense is affected by changes in the general level of interest rates,particularly LIBOR. As an indication of the extent of our sensitivity to interest rate changes, a one percentage point increase in LIBOR would have increasedour interest expense for the year ended December 31, 2016 by approximately $4.7 million based upon our debt level as of December 31, 2016. There are nomaterial changes in market risk exposures from 2015 to 2016. The notional amount as of December 31, 2016 includes the $123.0 million principal amountof the convertible senior notes which have a fixed interest rate of 4.50%. 47Table of ContentsAs of December 31, 2016, we were party to five floating-to-fixed interest rate swaps with a notional amount totaling $127.6 million pursuant to which we paya fixed rate ranging from 2.43% to 3.57% plus the applicable margin and receive a floating rate based on LIBOR. As of December 31, 2016, we recorded aliability of $2.7 million relating to the fair value of the swaps. The change in fair value of the swaps in 2016 has been recognized in our income statement. The fair value of the interest rate swaps is the estimated amount that we would receive or pay to terminate the agreement at the reporting date. We used swapsas a risk management tool and not for speculative or trading purposes. For a complete description of all of our material accounting policies, see Note 2 to ourconsolidated financial statements for December 31, 2016, included as Item 18 of this report.Like most of the shipping industry our functional currency is the U.S. dollar. All of our revenues and most of our operating costs are in U.S. dollars. Thelimited number of transactions in currencies other than U.S. dollars are translated at the exchange rate in effect at the date of each transaction. Differences inexchange rates during the period between the date a transaction denominated in a foreign currency is consummated and the date on which it is either settledor translated, are recognized. Expenses incurred in foreign currencies against which the U.S. dollar falls in value can increase, thereby decreasing our incomeor vice versa if the U.S. dollar increases in value.We hold cash and cash equivalents mainly in U.S. dollars.Our management does not consider inflation to be a significant risk to direct expenses in the current and foreseeable economic environment.EFFECTS OF COST INCREASESOur future results will be impacted by cost increases related to, among other things, vessel operating expenses, insurance, bunkers, lubes, administrative costs,salaries and maintenance capital expenses. Our expenses might be impacted by any future vessel sales and acquisitions.OFF-BALANCE SHEET ARRANGEMENTSWe do not currently have any liabilities, contingent or otherwise, that we would consider to be off-balance sheet arrangements.SAFE HARBORApplicable to the extent the disclosures required by this Item 5.of Form 20-F require the statutory safe harbor protections provided to forward-lookingstatements.ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.DIRECTORS AND SENIOR MANAGEMENTThe following table sets forth information regarding our executive officers and directors:Name Age PositionErik A. Lind 62 Class III Director and ChairmanEinar Michael Steimler 69 Class II DirectorRobert N. Cowen 69 Class I DirectorJoseph H. Pyne 69 Class II DirectorSvein Moxnes Harfjeld 52 Co-Chief Executive OfficerTrygve P. Munthe 55 Co-Chief Executive OfficerEirik Ubøe 56 Chief Financial OfficerSet forth below is a brief description of the business experience of our current directors and executive officers.Erik A. Lind—Chairman of the Board of Directors. Mr. Erik A. Lind has more than 37 years’ experience in corporate banking, global shipping andspecialized and structured asset financing. Mr. Lind is currently group Chief Executive Officer and a director of Tufton Oceanic Finance Group Limited andall its principal subsidiaries (including Tufton Oceanic (Isle of Man) Limited). Prior to this he served two years as Managing Director of GATX Capital andsix years as Executive Vice President at IM Skaugen ASA. Mr. Lind has also held senior and executive positions with Manufacturers Hanover TrustCompany and Oslobanken. Mr. Lind currently serves on the boards of Gram Car Carriers Holding Pte. Limited, and on the advisory board of A.M. Nomikos. Mr. Lind holds a Master of Business Administration degree from the University of Denver. Mr. Lind is a resident of Cyprus and a citizen of Norway. 48Table of ContentsEinar Michael Steimler—Director. Mr. Einar Michael Steimler has over 43 years’ experience in the shipping industry. From 2008 to 2011 he served aschairman of Tanker (UK) Agencies, the commercial agent to Tankers International. He was instrumental in the formation of Tanker (UK) Agencies in 2000and served as its CEO until the end of 2007. Mr. Steimler serves as a non-executive director on the board of Scorpio Bulkers, Inc. From 1998 to 2010, Mr.Steimler served as a Director of Euronav. He has been involved in both sale and purchase and chartering brokerage in the tanker, gas and chemical sectorsand was a founder of Stemoco, a Norwegian ship brokerage firm. He graduated from the Norwegian School of Business Management in 1973 with a degree inEconomics. Mr. Steimler is a resident and citizen of Norway.Robert N. Cowen—Director. Mr. Robert N. Cowen has over 25 years of senior level executive experience in the shipping industry. Since March 2012, he hasserved as consultant and then Senior Vice President Finance and Administration of Chemlube International LLC, a company engaged in the trading anddistribution of base oils and the blending and distribution of lubricants. From February 2010 to January 2012, he served as a Managing Director of LincolnVale LLC, an alternative investment management firm with a focus on investing in dry bulk shipping. From February 2007 to December 2007, he served asChief Executive Officer of OceanFreight, Inc. From October 2005 to December 2006, Mr. Cowen was a partner in Venable LLP. Prior to this, Mr. Cowenworked for 25 years at OSG where he served as Chief Operating Officer from 1999 until 2005. Mr. Cowen holds an A.B. degree from Cornell University and aJ.D. degree from the Cornell Law School. Mr. Cowen is a resident and citizen of the United States.Joseph H. Pyne—Director. Mr. Joseph H. Pyne is the Executive Chairman of Kirby Corporation and served as the Chief Executive Officer of Kirby from 1995to April 29, 2014. Mr. Pyne served as Executive Vice President from 1992 to 1995 and also served as President of Kirby Inland Marine, LP, Kirby Corp.’sprincipal transportation subsidiary, from 1984 to November 1999. He served at Northrop Services, Inc. and served as an Officer in the Navy. He has beenExecutive Chairman of Kirby Corporation since April 2013 and its Director since 1988. He served as a Member of the Advisory Board at Ocean EnergyInstitute. Mr. Pyne holds a degree in Liberal Arts from the University of North Carolina. Mr. Pyne is a resident and citizen of the US.Svein Moxnes Harfjeld—Co-Chief Executive Officer. Mr. Harfjeld joined DHT on September 1, 2010. Mr. Harfjeld has over 25 years of experience in theshipping industry. He was most recently with the BW Group, where he held senior management positions including Group Executive Director, CEO of BWOffshore, Director of Bergesen dy and Director of World-Wide Shipping. Previously he held senior management positions at Andhika Maritime, Coeclericiand Mitsui O.S.K. He started his shipping career with The Torvald Klaveness Group. Mr. Harfjeld is a citizen of Norway.Trygve P. Munthe— Co-Chief Executive Officer. Mr. Munthe joined DHT on September 1, 2010. Mr. Munthe has over 25 years of experience in theshipping industry. He was previously CEO of Western Bulk, President of Skaugen Petrotrans, Director of Arne Blystad AS and CFO of I.M. Skaugen. Mr.Munthe currently serves as chairman of the board of Ness, Risan & Partners AS. Mr. Munthe is a citizen of Norway.Eirik Ubøe—Chief Financial Officer. Mr. Ubøe joined DHT in 2005. Mr. Ubøe has been involved in international accounting and finance for more than 25years including as finance director of the Schibsted Group and a vice president in the corporate finance and ship finance departments of various predecessorsto JPMorgan Chase. Mr. Ubøe holds an MBA from the University of Michigan’s Ross School of Business and a Bachelor in Business Administration fromthe University of Oregon. Mr. Ubøe is a citizen of Norway. 49Table of Contents B.COMPENSATIONDIRECTORS’ COMPENSATIONIn 2016, each member of our board of directors was paid an annual fee of $75,000, plus reimbursement for expenses incurred in the performance of theirduties as members of our board of directors. We paid the chairman of the board an additional $65,000 to compensate for the extra duties incident to thatoffice. We paid the chairpersons of each of our compensation and nominating and corporate governance committees an additional $15,000 and we paid thechairperson of the audit committee an additional $20,000. We paid an additional $6,000 to each of the other members of each committee.For the year 2016, Mr. Lind, Mr. Steimler, Mr. Cowen and Mr. Pyne were each awarded 45,000 shares of restricted stock that vest in three equal amounts inFebruary 2017, 2018 and 2019, subject to each such member of our board of directors remaining a member of our board of directors. For the year 2015, Mr.Lind, Mr. Steimler, Mr. Cowen and Mr. Pyne were each awarded 40,000 shares of restricted stock that vest in three equal amounts in February 2016, 2017 and2018, subject to each such member of our board of directors remaining a member of our board of directors. For the year 2014, Mr. Lind, Mr. Steimler and Mr.Cowen were each awarded 42,500 shares of restricted stock that vest in three equal amounts in January 2016, 2017 and 2018, subject to each such member ofour board of directors remaining a member of our board of directors. In January 2016, the vesting dates in January 2017 and January 2018 were changed toFebruary 2017 and February 2018. We have no service contracts between us and any of our directors providing for benefits upon termination of theiremployment or service.EXECUTIVE COMPENSATION, EMPLOYMENT AGREEMENTSIn 2016 our co-chief executive officer, Mr. Svein Moxnes Harfjeld, received an annual salary of USD 474,329 and a cash bonus of USD 1,150,00 and our co-chief executive officer, Mr. Trygve P. Munthe, received an annual salary of USD 465,117 and a cash bonus of USD 1,150,00. Our chief financial officer, Mr.Eirik Ubøe, received an annual salary of USD 229,009 and a cash bonus of USD 125,000. In addition, each executive officer participates in a defined benefitpension plan under which USD 60,907, USD 66,648 and USD 30,411 was set aside for each of the executives, respectively. Also, each executive isreimbursed for expenses incurred in the performance of his duties as our executive officer and receives the equity-based compensation described below. Theamounts above related to annual salary and pensions have been translated from NOK at an exchange rate of USD/NOK of 8.3987.Executive Officer Employment AgreementsWe have entered into employment agreements with Mr. Harfjeld, Mr. Munthe and Mr. Ubøe that set forth their rights and obligations as our co-chiefexecutive officers, in the case of Mr. Harfjeld and Mr. Munthe, and chief financial officer, in the case of Mr. Ubøe. Either the executive or we may terminatethe employment agreements for any reason and at any time, subject to certain provisions of the employment agreements described below.For the year 2015, Mr. Harfjeld, Mr. Munthe and Mr. Ubøe were each awarded 235,000, 235,000 and 40,000 shares of restricted stock, respectively, whichvest in three equal amounts in February 2016, 2017 and 2018, subject to continued employment with us. For the year 2014, Mr. Harfjeld, Mr. Munthe andMr. Ubøe were each awarded 255,000, 255,000 and 85,000 shares of restricted stock, respectively, which vest in three equal amounts in January 2016, 2017and 2018, subject to continued employment with us. In January 2016, the vesting dates in January 2017 and January 2018 were changed to February 2017and February 2018. For the year 2013, Mr. Harfjeld, Mr. Munthe and Mr. Ubøe were each awarded 51,000, 51,000 and 20,000 shares of restricted stock,respectively, of which 50% of the shares of restricted stock vest in three equal amounts in February 2015, 2016 and 2017, subject to continued employmentwith us. The remaining 50% of the shares of restricted stock vest in three equal amounts in February 2015, 2016 and 2017, subject to continued employmentwith us and certain market conditions. For the year 2013, Mr. Harfjeld, Mr. Munthe and Mr. Ubøe were each awarded 174,000, 174,000 and 55,000 shares ofrestricted stock, respectively, of which 50% of the shares of restricted stock vest in three equal amounts in February 2015, 2016 and 2017, subject tocontinued employment with us. The remaining 50% of the shares of restricted stock conditionally awarded vest in three equal amounts in February 2015,2016 and 2017, subject to continued employment with us and certain market conditions. In January 2015, the vesting criteria for all restricted sharesawarded in 2014 that vest subject to continued employment with us and certain market conditions was changed to be subject to continued employmentonly. For the year 2016, Mr. Harfjeld, Mr. Munthe and Mr. Ubøe were each awarded 255,000, 255,000 and 60,000 shares of restricted stock, respectively,which vest in three equal amounts in February 2017, 2018 and 2019, subject to continued employment with us. 50Table of ContentsIn the event that we terminate Mr. Ubøe’s employment other than for “cause” (as such term is defined in the employment agreement), subject to Mr. Ubøe’sexecution and delivery of an irrevocable waiver and general release of claims in favor of the company and his compliance with the restrictive covenantsdescribed below, we will continue to pay his base salary through the first anniversary of such date of termination and all of his equity-based compensationshall immediately vest and become exercisable. In the event that Mr. Ubøe terminates his employment for good reason (as such term is defined in theemployment agreement) within six months following a change of control (as such term is defined in the employment agreement), he will be awarded a cashcompensation of 100% his annual base salary upon the effective date of such termination. In the event that Mr. Ubøe terminates his employment for goodreason within six months following a change of control, he may, at the board of directors’ discretion, be entitled to an additional payment equal to 100% hisannual base salary if the board of directors determines he made a significant contribution to the transaction that resulted in the change of control and anyunvested equity awards will become fully vested. If Mr. Ubøe’s employment is terminated due to death or disability (as such latter term is defined in theemployment agreement), we will continue to pay his base salary through the first anniversary of such date of termination. In the event that Mr. Ubøe’semployment is terminated for cause, we are only obligated to pay his salary through the effective date of termination that remains unpaid as of such date andpay any unreimbursed expenses incurred by Mr. Uboe prior to the effective date of termination.In the event that we terminate either Mr. Harfjeld’s or Mr. Munthe’s employment other than for “cause” (as such term is defined in their employmentagreements), subject to their execution of employment termination agreements that include waivers of all claims in favor of the company and theircompliance with certain requests from us related to termination as well as with the restrictive covenants described below, we will continue to pay his basemonthly salary in arrears on a monthly basis for 18 months from the month immediately following the expiration of the notice period (as provided for in theiremployment agreements). In the event that either Mr. Harfjeld or Mr. Munthe terminates his employment within six months following a change of control (assuch term is defined in their employment agreements) for good reason (as such term is defined in their employment agreements), then we will continue to paysuch executive officer his base monthly salary in arrears on a monthly basis for 18 months from the month immediately following the expiration of the noticeperiod (as provided for in their employment agreements). In addition, in the event that either Mr. Harfjeld or Mr. Munthe terminates his employment withinsix months following a change of control for good reason, such executive will be entitled to 100% of his bonus (as provided for in the employmentagreement), prorated for the actual period he has worked during the year of termination, and all of his granted but not yet vested shares will vest immediatelyand become exercisable. In the event that Mr. Harfjeld and Mr. Munthe’s employment is terminated for cause, we are only obligated to pay salary andunreimbursed expenses through the termination date.Pursuant to their employment agreements, each of Mr. Harfjeld, Mr. Munthe and Mr. Ubøe has agreed to protect our confidential information. Each of Mr.Harfjeld, Mr. Munthe and Mr. Ubøe has agreed during the term of the agreements, and for a period of one year following their termination, not to (i) engage inany business in any location that is involved in the voyage chartering or time chartering of crude oil tankers, (ii) solicit any business from a person that is acustomer or client of ours or any of our affiliates, (iii) interfere with or damage any relationship between us or any of our affiliates and any employee,customer, client, vendor or supplier or (iv) form, or acquire a two percent or greater equity ownership, voting or profit participation in, any of ourcompetitors. Mr. Ubøe has additionally agreed, pursuant to his employment agreement, not to criticize or disparage us, our affiliates or any related persons,including customers, clients, suppliers or vendors, whether in writing or orally. Mr. Harfjeld and Mr. Munthe have also agreed, pursuant to their employmentagreements, that all intellectual property that they respectively create or develop during the course of their employment shall fully and wholly be given to us.We have also entered into an indemnification agreement with each of Mr. Harfjeld, Mr. Munthe and Mr. Ubøe pursuant to which we have agreed to indemnifythem substantially in accordance with the indemnification provisions related to our officers and directors in our bylaws. 51Table of ContentsIncentive Compensation PlansWe currently maintain five equity compensation plans, the 2005 Incentive Compensation Plan (as amended from time to time, the “2005 Plan”), the 2011Incentive Compensation Plan (the “2011 Plan”), the 2012 Incentive Compensation Plan (the “2012 Plan”), the 2014 Incentive Compensation Plan (the“2014 Plan”) and the 2016 Incentive Compensation Plan (the “2016 Plan”) (together, the “Plans”). The 2016 Plan was approved by our stockholders at ourannual meeting on June 1, 2016. The 2014 Plan was discontinued and replaced by the 2016 Plan. Previously issued awards granted under the 2014 Plan, the2012 Plan, the 2011 Plan and the 2005 Plan remain outstanding, but awards may no longer be granted under such Plans.The Plans were established to promote the interests of the company and our stockholders by (i) attracting and retaining exceptional directors, officers,employees, consultants and independent contractors (including prospective directors, officers, employees, consultants and independent contractors) and (ii)enabling such individuals to participate in the long-term growth and financial success of our company. The Plans are identical in all material respects, exceptthat the aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the 2016 Plan is 2,900,000.The following description of the Plans is qualified by reference to the full texts thereof, copies of which are filed as exhibits to this report.AwardsThe Plans provide for the grant of options intended to qualify as incentive stock options, or “ISOs,” under Section 422 of the Internal Revenue Code of 1986,as amended, and non-statutory stock options, or “NSOs,” restricted share awards, restricted stock units, or “RSUs,” cash incentive awards, dividendequivalents and other equity-based or equity-related awards.Plan administrationThe Plans are administered by the compensation committee of our board of directors or such other committee as our board of directors may designate toadminister the Plans. Subject to the terms of the Plans and applicable law, the compensation committee has sole and plenary authority to administer thePlans, including, but not limited to, the authority to (i) designate participants, (ii) determine the type or types of awards to be granted to a participant, (iii)determine the number of shares of our common stock to be covered by awards, (iv) determine the terms and conditions of any awards, including vestingschedules and performance criteria, (v) amend or replace an outstanding award in response to changes in tax law or unforeseen tax consequences of suchawards and (vi) make any other determination and take any other action that the compensation committee deems necessary or desirable for the administrationof the Plans.Shares available for awardsSubject to adjustment as provided below, the aggregate number of shares of our common stock that may be delivered pursuant to awards granted under the2016 Plan is 2,900,000. If an award granted under the Plans is forfeited, or otherwise expires, terminates or is canceled without the delivery of shares, then theshares covered by such award will again be available to be delivered pursuant to awards under the Plans. However, no additional awards can be grantedunder the 2014 Plan, the 2012 Plan, the 2011 Plan and the 2005 Plan.In the event of any corporate event affecting the shares of our common stock, the compensation committee in its discretion may make such adjustments andother substitutions to the Plans and awards under the Plans as it deems equitable or desirable in its sole discretion.Stock optionsThe compensation committee may grant (or, in the case of the 2014 Plan, the 2012 Plan, the 2011 Plan and the 2005 Plan, was able to grant) both ISOs andNSOs under the Plans. Except as otherwise determined by the compensation committee in an award agreement, the exercise price for options cannot be lessthan the fair market value (as defined in the Plans) of our common stock on the date of grant. In the case of ISOs granted to an employee who, at the time ofthe grant of an option, owns stock representing more than 10% of the voting power of all classes or our stock or the stock of any of our affiliates, the exerciseprice cannot be less than 110% of the fair market value of a share of our common stock on the date of grant. All options granted under the 2016 Plan will beNSOs unless the applicable award agreement expressly states that the option is intended to be an ISO. All options granted under the the 2014 Plan, 2012Plan, the 2011 Plan and the 2005 Plan were NSOs unless the applicable award agreement expressly stated that the option was intended to be an ISO. 52Table of ContentsSubject to any applicable award agreement, options shall vest and become exercisable on each of the first three anniversaries of the date of grant. The term ofeach option will be determined by the compensation committee; provided that no option will be exercisable after the tenth anniversary of the date the optionis granted. The exercise price may be paid with cash (or its equivalent) or by other methods as permitted by the compensation committee.Restricted shares and restricted stock unitsRestricted shares and RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered except as provided in the Plans or the applicable awardagreement; provided, however, that the compensation committee may determine that restricted shares and RSUs may be transferred by the participant. Uponthe grant of a restricted share, certificates will be issued and registered in the name of the participant and deposited by the participant, together with a stockpower endorsed in blank, with us or a custodian designated by the compensation committee or us. Upon lapse of the restrictions applicable to such restrictedshares, we or the custodian, as applicable, will deliver such certificates to the participant or his or her legal representative. Except as otherwise specified bythe compensation committee in any award agreement, restrictions applicable to awards of restricted shares shall lapse, and such restricted shares will becomevested with respect to one-fourth of such restricted shares on each of the first four anniversaries of the date of grant.An RSU will have a value equal to the fair market value of a share of our common stock. RSUs may be paid in cash, shares of our common stock, othersecurities, other awards or other property, as determined by the compensation committee, upon the lapse of restrictions applicable to such RSU or inaccordance with the applicable award agreement.The compensation committee may provide a participant who holds restricted shares or RSUs with dividends or dividend equivalents, respectively, payable incash, shares of our common stock or other property.Cash incentive awardsSubject to the provisions of the 2016 Plan, the compensation committee may grant cash incentive awards payable upon the attainment of one or moreindividual, business or other performance goals or similar criteria.Other stock-based awardsSubject to the provisions of the 2016 Plan, the compensation committee may grant to participants other equity-based or equity-related awards. Thecompensation committee may determine the amounts and terms and conditions of any such awards provided that they comply with applicable laws.Amendment and termination of the PlansSubject to any government regulation and to the rules of the NYSE or any successor exchange or quotation system on which shares of our common stock maybe listed or quoted, the Plans may be amended, modified or terminated by our board of directors without the approval of our stockholders, except thatstockholder approval shall be required for any amendment that would (i) increase the maximum number of shares of our common stock available for awardsunder the Plans or increase the maximum number of shares of our common stock that may be delivered pursuant to ISOs granted under the Plans or (ii) modifythe requirements for participation under the Plans. No modification, amendment or termination of the Plans that is adverse to a participant will be effectivewithout the consent of the affected participant, unless otherwise provided by the compensation committee in the applicable award agreement. 53Table of ContentsThe compensation committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate any awardpreviously granted, prospectively or retroactively; provided, however, that, unless otherwise provided in the Plans or by the compensation committee in theapplicable award agreement, any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially andadversely impair the rights of any participant to any award previously granted will not to that extent be effective without the consent of the affectedparticipant, holder or beneficiary.Change of controlThe Plans provide that, unless otherwise provided in an award agreement, in the event we experience a change of control (as defined in the Plans), unlessprovision is made in connection with the change of control for assumption for, or substitution of, awards previously granted: ●all options outstanding as of the date the change of control is determined to have occurred will become fully exercisable and vested, as ofimmediately prior to the change of control; ●all outstanding restricted shares that are still subject to restrictions on forfeiture will become fully vested and all restrictions and forfeitureprovisions related thereto will lapse as of immediately prior to the change in control; ●all cash incentive awards will be paid out as if the date of the change of control were the last day of the applicable performance period and“target” performance levels had been attained; and ●all other outstanding awards will automatically be deemed exercisable or vested and all restrictions and forfeiture provisions related thereto willlapse as of immediately prior to such change of control. Unless otherwise provided pursuant to an award agreement, a “change of control” is defined to mean any of the following events, generally: ●the consummation of a merger, reorganization or consolidation or sale or other disposition of all or substantially all of our assets; ●the approval by our stockholders of a plan of our complete liquidation or dissolution; or ●an acquisition by any individual, entity or group of beneficial ownership of 50% or more of either the then outstanding shares of our commonstock or the combined voting power of our then outstanding voting securities entitled to vote generally in the election of directors.Term of the 2016 PlanNo award may be granted under the 2016 Plan after June 11, 2019, the third anniversary of the date the 2016 Plan was approved by our stockholders. The2014 Plan, the 2012 Plan, the 2011 Plan and the 2005 Plan have been discontinued, and therefore awards may no longer be granted under such Plans. C.BOARD PRACTICESBOARD OF DIRECTORSOur business and affairs are managed under the direction of our board of directors. Our board is currently composed of four directors, all of whom areindependent under the applicable rules of the NYSE. We have no service contracts between us and any of our directors providing for benefits upontermination of their employment or service.Our board of directors is elected annually on a staggered basis and each director elected holds office for a three-year term. Mr. Erik Lind was initially electedin July 2005. Mr. Einar Michael Steimler was initially appointed in March 2010. Mr. Robert N. Cowen was initially appointed in May 2010. Mr. Joseph H.Pyne was initially appointed in September 2015. The term of our Class III director, Mr. Lind, expires in 2018, the term of our Class I director, Mr. Cowen,expires in 2017 and the term of our Class II directors, Mr. Steimler and Mr. Pyne, expire in 2019. Mr. Steimler and Mr. Pyne were re-elected as our Class IIdirectors at our annual stockholders meeting on June 1, 2016, Mr. Lind was re-elected as our Class III director at our annual stockholders meeting on May 29,2015, and Mr. Cowen was re-elected as our Class I director at our annual stockholders meeting on June 11, 2014. On March 3, 2015, we announced that RolfWikborg resigned from our board of directors, having most recently served as a Class III director. 54Table of ContentsBOARD COMMITTEESOur board of directors, which is entirely composed of independent directors under the applicable rules of the NYSE, performs the functions of our auditcommittee, compensation committee and nominating and corporate governance committee.The purpose of our audit committee is to oversee (i) management’s conduct of our financial reporting process (including the development and maintenanceof systems of internal accounting and financial controls), (ii) the integrity of our financial statements, (iii) our compliance with legal and regulatoryrequirements and ethical standards, (iv) significant financial transactions and financial policy and strategy, (v) the qualifications and independence of ouroutside auditors, (vi) the performance of our internal audit function and (vii) the outside auditors’ annual audit of our financial statements. Mr. Erik Lind isour “audit committee financial expert” as that term is defined in Item 401(h) of Regulation S-K. The members of the audit committee are Mr. Cowen(chairperson), Mr. Lind, Mr. Steimler and Mr. Pyne.The purpose of our compensation committee is to (i) discharge the board of director’s responsibilities relating to the evaluation and compensation of ourexecutives, (ii) oversee the administration of our compensation plans, (iii) review and determine director compensation and (iv) prepare any report onexecutive compensation required by the rules and regulations of the SEC. The members of the compensation committee are Mr. Steimler (chairperson), Mr.Lind and Mr. Pyne.The purpose of our nominating and corporate governance committee is to (i) identify individuals qualified to become members of board of directors andrecommend such individuals to the board of directors for nomination for election to the board of directors, (ii) make recommendations to the board ofdirectors concerning committee appointments, (iii) review and make recommendations for executive management appointments, (iv) develop, recommendand annually review our corporate governance guidelines and oversee corporate governance matters and (v) coordinate an annual evaluation of the board ofdirectors and its chairman. The members of the nominating and corporate governance committee are Mr. Lind (chairperson), Mr. Steimler and Mr. Cowen.DIRECTORSOur directors are elected by a plurality of the votes cast by stockholders entitled to vote. There is no provision for cumulative voting.Section 5.01 of our amended and restated articles of incorporation provides that our board of directors must consist of not less than three nor more thantwelve members, the exact number of directors comprising the entire board of directors as determined from time to time by resolution adopted by theaffirmative vote of a majority of the board of directors. Stockholders may change the number of directors only by the affirmative vote of holders of a majorityof the outstanding common stock. D.EMPLOYEESAs of December 31, 2016, we had 15 employees. Our employees are not represented by any collective bargaining agreements and we have never experienceda work stoppage. 55Table of Contents E.SHARE OWNERSHIPSee “Item 7.A Major Stockholders.” See “Item 6.B Compensation” for a description of the company’s Incentive Compensation Plans under which employeesof the company can be awarded restricted shares of the company.ITEM 7.MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS A.MAJOR STOCKHOLDERSThe following table sets forth certain information regarding (i) the owners of more than 5% of our common stock that we are aware of based on 13G and 13Dfilings and (ii) the total amount of common stock owned by all of our officers and directors, individually and as a group, as of March 21, 2017. We have oneclass of common stock outstanding with each outstanding share entitled to one vote.Beneficial ownership is determined in accordance with the rules of the SEC based on voting and investment power with respect to such shares of commonstock. Shares of common stock issuable pursuant to options, warrants, convertible notes or other similar convertible or derivative securities that are currentlyexercisable or exercisable or convertible within 60 days are deemed to be outstanding and to be beneficially owned by the person holding such options,warrants or notes for the purpose of computing the percentage ownership of such person, but are not deemed to be outstanding for the purpose of computingthe percentage ownership of any other person. Persons owning more than 5% of a class of ourequity securities Number ofShares ofCommonStock(1) Percentage ofShares ofCommonStock(2)Frontline Ltd. (3) 15,356,009 16.4%Dimensional Fund Advisors LP (4) 7,666,037 8.1%LSV Asset Management (5) 5,512,097 5.9%Directors Erik A. Lind (6) 214,754 *Einar Michael Steimler (6) 211,264 *Robert Cowen (6) 207,132 *Joseph H. Pyne (7) 101,424 *Executive Officers Svein Moxnes Harfjeld (8) 922,585 1.0%Trygve P. Munthe (8) 1,013,250 1.1%Eirik Ubøe (9) 252,087 *Directors and executive officers as a group (7 persons)(10) 2,922,497 3.1% *Less than 1%(1)Assumes conversion of all of the holder’s convertible senior notes at a conversion price of $6.5097 per share of common stock. The conversion price ofthe convertible senior notes is subject to adjustments. As a result, the number of shares of common stock issuable upon conversion of the convertiblesenior notes may increase or decrease in the future.(2)Calculated based on Rule 13d-3(d)(1) under the Exchange Act, using 94,622,903 shares of common stock issued and outstanding on March 21, 2017.(3)Based upon a Schedule 13D filed with the SEC on January 30, 2017 by Frontline, who, together with other entities over which John Fredriksen hasindirect influence, including GHL World Ltd (“GHL”), Hemen Holding Limited (“Hemen”), Greenwich Holdings Limited (“Greenwich”) and C.KLimited, may be deemed to beneficially own 15,356,009 shares of DHT constituting 16.4% of the common shares of DHT. All shares beneficiallyowned are shares of common stock. Based upon a Schedule 13D filed with the SEC on January 30, 2017 by Frontline, Hemen is the largest shareholderin Frontline, holding approximately 48.4% of Frontline's issued and outstanding shares. Greenwich is the sole shareholder of Hemen and GHL. Theprincipal business of C.K. Limited is acting as trustees of various trusts established by John Fredriksen for the benefit of his immediate family members(the “Trusts”). The Trusts are the sole shareholders of Greenwich and indirect owners of Hemen and GHL. As a result of the foregoing, the total commonshares reported as beneficially owned by each of Frontline, GHL, Hemen, Greenwich and C.K. Limited is reported as beneficially owned by Mr.Fredriksen. 56Table of Contents (4)Based upon a Schedule 13G filed with the SEC on February 09, 2017, by Dimensional Fund Advisors LP (“Dimensional”), who, as investmentmanager, possesses the power to direct investments or power to vote shares owned by various investment companies, commingled group trusts andseparate accounts. For purposes of the reporting requirements of the Exchange Act, Dimensional is deemed to be a beneficial owner of such shares;however, Dimensional expressly disclaims that it is, in fact, the beneficial owner of such shares. Dimensional possesses the sole power to vote or directthe vote of 7,442,657 shares of DHT Holdings, Inc. and the sole power to dispose or to direct the disposition of 7,666,037 shares of DHT Holdings, Inc. All shares beneficially owned are shares of common stock.(5)Based upon a Schedule 13G filed with the SEC on February 06, 2016, by LSV Asset Management, who, as an investment advisor, possesses the solepower to direct the disposition of all shares of DHT Holdings, Inc. beneficially owned by LSV Asset Management and the sole power to vote 3,232,307shares of DHT Holdings, Inc and the sole power to dispose or to direct the disposition of 5,512,097 shares of DHT Holdings, Inc. All sharesbeneficially owned are shares of common stock.(6)Includes 57,500 shares of restricted stock subject to vesting conditions.(7)Includes 43,333 shares of restricted stock subject to vesting conditions.(8)Does not include 62,500 options with an exercise price of $7.75 per share and expiring on June 13, 2018 and 62,500 options with an exercise price of$10.70 per share and expiring on June 13, 2018 with the exercise prices to be adjusted for dividends declared and paid subsequent to the grant date. Includes 354,166 shares of restricted stock subject to vesting conditions.(9)Does not include 5,000 options with an exercise price of $7.75 per share and expiring on June 13, 2018 and 5,000 options with an exercise price of$10.70 per share and expiring on June 13, 2018 with the exercise prices to be adjusted for dividends declared and paid subsequent to the grant date. Includes 83,335 shares of restricted stock subject to vesting conditions.(10)Includes 1,007,501 shares of restricted stock subject to vesting conditions.Our major stockholders generally have the same voting rights as our other stockholders. To our knowledge, no corporation or foreign government or othernatural or legal person(s) owns more than 50% of our outstanding stock. We are not aware of any arrangements, the operation of which may at a subsequentdate result in a change of control. As of March 2, 2017, we had 27 shareholders of record, 24 of which were located in the United States and held anaggregate of 93,815,349 of our common shares, representing 99.2% of our outstanding common shares. However, one of the U.S. shareholders of record isCEDE & CO., a nominee of The Depository Trust Company, which held 93,759,803 of our common shares as of March 2, 2017. Accordingly, we believe thatthe shares held by CEDE & CO. include common shares beneficially owned by both holders in the United States and non-U.S. beneficial owners. B.RELATED PARTY TRANSACTIONSSubsequent to DHT’s acquisition of the shares in Samco, the Company owns 50% of Goodwood. As of December 31, 2016, Goodwood is the technicalmanager for 19 of the Company’s vessels. In 2016, total technical management fees paid to Goodwood were $2,234 thousand. In 2015, total technicalmanagement fees paid to Goodwood were $1,943 thousand.In connection with the sale in November 2013 of approximately $110 million of our equity to institutional investors pursuant to a private placement (the“Private Placement”), on November 24, 2013, we entered into a stock purchase agreement (the “Stock Purchase Agreement”) with certain investors. Pursuantto the terms of the Stock Purchase Agreement, each investor agreed, among other things, to vote all of the shares of our common stock that such investor heldin favor of an amendment to our articles of incorporation to increase the authorized number of shares of common stock and capital stock. The aggregatenumber of shares of our common stock subject to the voting arrangements set forth in the Stock Purchase Agreement was 18,372,058, or approximately 63%of our outstanding common stock as of December 13, 2013, the record date for the special meeting called for purposes of considering the Amendment. Additionally, an affiliate of Anchorage purchased 2,105 shares of our Series B Participating Preferred Stock in the Private Placement, and affiliates of TuftonOceanic Limited purchased 1,827,000 shares of our common stock and 13,305 shares of our Series B Participating Preferred Stock in the Private Placement. Erik A. Lind, the chairman of our board of directors, is the Chief Executive Officer and a director of Tufton Oceanic Limited. In connection with the February2014 Registered Direct Offering, we sold 1,352,800 shares of common stock to affiliates of Tufton Oceanic Limited. In connection with the September 2014Registered Direct Offering, we sold 769,000 shares of common stock to affiliates of Tufton Oceanic Limited and in connection with the private placement of$150 million aggregate principal amount of convertible senior notes in September 2014, we sold convertible senior notes amounting to $11,380,000 toaffiliates of Tufton Oceanic Limited.Further, we have issued certain guarantees for certain of our subsidiaries. This mainly relates to our credit facilities: the Nordea Credit Facility, the NewCredit Agricole Credit Facility, the Nordea/DNB Credit Facility, the Danish Ship Finance Credit Facility, the ABN Amro Credit Facility and the ABN AmroRevolving Credit Facility which are all guaranteed by DHT Holdings. 57Table of Contents C.INTEREST OF EXPERTS AND COUNSELNot applicable.ITEM 8.FINANCIAL INFORMATION A.CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION1.AUDITED CONSOLIDATED FINANCIAL STATEMENTS See Item 18. 2.THREE YEARS COMPARATIVE FINANCIAL STATEMENTS See Item 18. 3.AUDIT REPORTS See Report of Independent Registered Public Accounting Firm on pages F-2 and F-3. 4.LATEST AUDITED FINANCIAL STATEMENTS MAY BE NO OLDER THAN 15 MONTHS We have complied with this requirement. 5.INTERIM FINANCIAL STATEMENTS IF DOCUMENT IS MORE THAN NINE MONTHS SINCE LAST AUDITED FINANCIAL YEAR Not applicable. 6.EXPORT SALES IF SIGNIFICANT See Item 18. 7.LEGAL PROCEEDINGSThe nature of our business, i.e., the acquisition, chartering and ownership of our vessels, exposes us to risk of lawsuits for damages or penalties relating to,among other things, personal injury, property casualty and environmental contamination. Under rules related to maritime proceedings, certain claimants maybe entitled to attach charter hire payable to us in certain circumstances. There are no actions or claims pending against us as of the date of this report.8.DIVIDENDSIn July 2012, we effected a 12-for-1 reverse stock split whereby each twelve (12) shares of common stock issued and outstanding as of close of trading on July16, 2012, automatically and without any action on the part of the respective holders, was converted into one (1) share of common stock. The reverse stocksplit affected all issued and outstanding shares of our common stock, as well as common stock underlying stock options and restricted stock awardsoutstanding prior to the effectiveness of the reverse stock split. In connection with the reverse stock split, pursuant to the Certificate of Designationgoverning the terms of DHT’s Series A Participating Preferred Stock, immediately following the opening of business on July 17, 2012 and automatically andwithout any action on the part of the respective holders, the Dividend Factor (as defined in the Certificate of Designation) for each share of the Series AParticipating Preferred Stock was proportionately reduced by a factor of 12 and thereby adjusted to (i) 14.1667 (for periods prior to January 1, 2013) and (ii)12.5000 (for periods commencing January 1, 2013). The following historical dividend information has been adjusted to account for the reverse stock split. 58Table of ContentsIn January 2008, our board of directors approved a dividend policy to provide stockholders of record with an intended fixed quarterly dividend. Commencing with the first dividend payment attributable to the 2008 fiscal year, the dividend was $3.00 per share. The dividend paid related to the firstquarter of 2009 was $3.00 per share. For the last three quarters related to 2009, we did not pay any dividends. For each of the four quarters related to 2010,we paid a dividend of $1.20 per share. The dividends paid related to the four quarters of 2011 amounted to $1.20, $1.20, $0.36 and $0.36 per share,respectively. The dividends paid related to the four quarters of 2012 amounted to $0.24, $0.24, $0.02 and $0.02 per common share, respectively. Withrespect to the Series A Participating Preferred Stock issued in May 2012, the dividends paid related to the four quarters of 2012 amounted to $3.40, $3.40,$0.28 and $0.28 per common share, respectively. The dividends paid related to the four quarters of 2013 amounted to $0.02, $0.02, $0.02 and $0.02 percommon share, respectively. With respect to the Series A Participating Preferred Stock issued in May 2012, the dividends paid related to the four quarters of2013 amounted to $0.25, $0.00, $0.00 and $0.00 per common share, respectively. No dividends related to the four quarters of 2013 were paid on Series BParticipating Preferred Stock. The dividends paid related to the four quarters of 2014 amounted to $0.02, $0.02, $0.02 and $0.05 per common share,respectively. The dividends paid related to the four quarters of 2015 amounted to $0.15, $0.15, $0.18 and $0.21 per share of common stock, respectively.In November 2016, the company revised its capital allocation policy. DHT intends to return at least 60% of its ordinary net income (adjusted forextraordinary items) to shareholders in the form of quarterly cash dividends and/or through repurchases of its securities. Further, DHT intends to allocatesurplus cash flow, after dividends and/or repurchases, to acquire ships or to be used for general corporate purposes. The extent and allocation will depend onmarket conditions and other corporate considerations (refer to “Item 3. Risk Factors–we may not pay dividends in the future”). DHT will apply its updatedcapital allocation policy starting with the fourth quarter of 2016.The timing and amount of dividend payments will be determined by our board of directors and could be affected by various factors, including our cashearnings, financial condition and cash requirements, the loss of a vessel, the acquisition of one or more vessels, required capital expenditures, reservesestablished by our board of directors, increased or unanticipated expenses, a change in our dividend policy, additional borrowings or future issuances ofsecurities, many of which will be beyond our control. As described above in reference to the capital allocation policy announced on July 22, 2015, our boardof directors approved a dividend policy to pay stockholders of record an intended dividend of at least 60% of ordinary net income per share (adjusted forextraordinary items) commencing with the second quarter of 2015. The dividends paid related to the four quarters of 2016 amounted to $0.25, $0.23, $0.02and $0.08 per share of common stock, respectively.Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a company is insolvent or would be rendered insolvent bythe payment of such a dividend. We do not expect to pay any income taxes in the Marshall Islands. We also do not expect to pay any income taxes in theUnited States. Please see the sections of this report entitled “Item 10. Additional Information—Taxation.” B.SIGNIFICANT CHANGESNone.ITEM 9.THE OFFER AND LISTING A.OFFER AND LISTING DETAILS1.EXPECTED PRICE Not applicable. 2.METHOD TO DETERMINE EXPECTED PRICE Not applicable. 3.PRE-EMPTIVE EXERCISE RIGHTS Not applicable. 59Table of Contents 4.STOCK PRICE HISTORY 12-for-1 Reverse Stock SplitThe 12-for-1 reverse stock split of our issued and outstanding shares of common stock became effective after the close of trading on July 16, 2012. Thecommon stock began trading on a split-adjusted basis on the NYSE at the opening of trading on July 17, 2012 and continued trading under the symbol“DHT” but under a new CUSIP number.Upon effectiveness of the reverse stock split, each twelve (12) shares of common stock issued and outstanding, automatically and without any action on thepart of the respective holders thereof, was converted into one (1) share of common stock. The reverse stock split affected all issued and outstanding shares ofour common stock, as well as common stock underlying stock options and restricted stock awards outstanding prior to the effectiveness of the reverse stocksplit.No fractional shares were issued pursuant to the reverse stock split and, in lieu thereof, any holder of less than one share of common stock received cash forsuch holder’s fractional share in an amount per share equal to $7.6536, which was calculated by determining the average closing price for the common stockfor the five-day period ending July 13, 2012 ($0.6378 per share) and multiplying by twelve (12).The following table lists the high and low sales prices for our common stock for the periods indicated as reported: High LowYear ended: December 31, 2012*18.36 3.54December 31, 20136.95 3.99December 31, 20148.57 5.20December 31, 20159.31 6.05December 31, 20168.06 3.29 Quarter ended: March 31, 20159.31 6.38June 30, 20158.56 6.88September 30, 20158.99 6.05December 31, 20158.52 7.01March 31, 20168.06 4.88June 30, 20166.10 4.95September 30, 20165.47 4.00December 31, 20164.62 3.29March 31, 2017 (1)5.20 3.92 Month ended: August 31, 20165.47 4.30September 30, 20164.57 4.00October 31, 20164.62 4.01November 30, 20164.40 3.29December 31, 20164.20 3.44January 31, 20174.86 3.92February 28, 20175.02 4.62March 31, 2017 (2)5.20 4.57*Share prices adjusted to account for 12-for-1 reverse stock split that became effective after the close of trading on July 16, 2012.(1)For the period of January 1, 2017 through March 21, 2017.(2)For the period of March 1, 2017 through March 21, 2017. 60Table of Contents 5.TYPE AND CLASS OF SECURITIES Not applicable. 6.LIMITATIONS OF SECURITIES Not applicable. 7.RIGHTS CONVEYED BY SECURITIES ISSUED Not applicable. B.PLAN OF DISTRIBUTIONNot applicable. C.MARKETS FOR STOCKOur common stock is listed for trading on the NYSE and is traded under the symbol “DHT.” D.SELLING SHAREHOLDERSNot applicable. E.DILUTION FROM OFFERINGNot applicable. F.EXPENSES OF OFFERINGNot applicable.ITEM 10.ADDITIONAL INFORMATION A.SHARE CAPITALNot applicable. B.MEMORANDUM AND ARTICLES OF ASSOCIATIONThe following is a description of the material terms of our amended and restated articles of incorporation and bylaws that are currently in effect. Because thefollowing is only a summary, it does not contain all information that you may find useful. For more complete information you should read our amended andrestated articles of incorporation and bylaws, each listed as an exhibit to this report.PURPOSEOur purpose, as stated in Article II of our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations maynow or hereafter be organized under the BCA. Our amended and restated articles of incorporation and bylaws do not impose any limitations on theownership rights of our stockholders.We are registered in the Republic of the Marshall Islands at the Registrar of Corporations for non-resident corporations, under registration number 39572. 61Table of ContentsAUTHORIZED CAPITALIZATIONUnder our amended and restated articles of incorporation, our authorized capital stock consists of 150,000,000 shares of common stock, par value $0.01 pershare, and 1,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2016, we had outstanding 93,433,804 shares of common stock. As of March 21, 2017, we had 94,622,903 shares of common stock outstanding and no shares of any class of preferred stock. Additionally, 15,000 shares ofpreferred stock have been designated Series C Preferred Stock in connection with our adoption of the Rights Plan as described below under “ShareholderRights Plan”. All of our shares of stock are in registered form, and as of December 31, 2016, neither we nor our subsidiaries hold any shares of common stockor any shares of any series of preferred stock.In February 2016, our board of directors approved the repurchase of up to $50 million of DHT securities through open market purchases, negotiatedtransactions or other means in accordance with applicable securities laws. The repurchase program has been authorized through February 2017 and may besuspended or discontinued at any time. Any shares of DHT common stock acquired by DHT will be available for reissuance. In 2016, the companyrepurchased $27.0 million in aggregate principal amount of the 4.50% convertible senior notes due 2019 in the open market at an average price of 91.7% ofthe face amount and 359,831 shares of DHT common stock in the open market at an average price of $5.64 per share. In January 2017, our board of directorsapproved the repurchase of up to $50 million of DHT securities through open market purchases, negotiated transactions or other means in accordance withapplicable securities laws. The repurchase program has been authorized through March 2018.Description of Common StockEach outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders. Subject to preferences that may beapplicable to any outstanding shares of preferred stock, holders of shares of common stock are entitled to receive ratably all dividends, if any, declared by ourboard of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all or our assets, afterpayment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of ourcommon stock will be entitled to receive pro rata our remaining assets available for distribution. Holders of common stock do not have conversion,redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common stock are subject to therights of the holders of any shares of preferred stock which we have issued or may issue in the future.Description of Preferred StockOur amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred stock and to determine, withrespect to any series of preferred stock, the terms and rights of that series, including: ●the designation of the series; ●the number of shares of the series; ●the preferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series;and ●the voting rights, if any, of the holders of the series.Series A Participating Preferred StockIn connection with our backstopped equity offering and concurrent private placement that closed in May 2012, we designated and issued 442,666 shares of anew series of preferred stock, Series A Participating Preferred Stock, par value $0.01 per share (the “Series A Participating Preferred Stock”). On June 30,2013, all outstanding shares of Series A Participating Preferred Stock were mandatorily exchanged for shares of our common stock at a 1:17 ratio. 62Table of ContentsSeries B Participating Preferred StockIn connection with the Private Placement, we designated and issued 97,579 shares of a new series of preferred stock, the Series B Participating PreferredStock, par value $0.01 per share (the “Series B Participating Preferred Stock”). On February 4, 2014, all outstanding shares of Series B Participating PreferredStock were mandatorily exchanged into shares of our common stock at a 1:100 ratio.Series C Participating Preferred StockIn connection with the Rights Plan adopted in January 2017, we designated and issued 15,000 shares of a new series of preferred stock, Series C ParticipatingPreferred Stock, par value $0.01 per share. The terms of the Series C Participating Preferred Stock are governed by a Certificate of Designation attached asExhibit 3.1 to the Report on 6-K filed with the SEC in January 2017, which is incorporated by reference to this report.Shareholder Rights PlanIn January 2017, DHT’s board of directors adopted the Rights Plan and declared a dividend of one Right for each outstanding share of common stock, parvalue $0.01 per share, of DHT to purchase from DHT one ten-thousandth of a share of Series C Junior Participating Preferred Stock, par value $0.01 per share,of DHT at a price of $22.00 per one ten-thousandth of a share of Series C Junior Participating Preferred Stock, subject to adjustment as provided in the RightsAgreement. The dividend was payable to shareholders of record at the close of business on February 9, 2017 (the “Record Date”). The description and termsof the Rights are set forth in the Rights Agreement.We have summarized the material terms and conditions of the Rights Agreement and the Rights below. For a complete description of the Rights, weencourage you to read the Rights Agreement, which we have incorporated by reference to this report.Detachment of RightsThe Rights are attached to all certificates representing our outstanding common stock and will attach to all common stock certificates we issue prior to therights distribution date that we describe below. The Rights are not exercisable until after the rights distribution date (defined below) and will expire onJanuary 28, 2018, unless we redeem or exchange them earlier or upon the occurrence of certain transactions. The Rights will separate from the common stockand a rights distribution date will occur, subject to specified exceptions, on the earlier of the following two dates (the “Distribution Date”): 10 days following the first public announcement that a person or group of affiliated or associated persons or an “Acquiring Person” has acquiredor obtained the right to acquire beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of our outstandingcommon stock; or such date (prior to such time as any person or group of affiliated persons becomes an Acquiring Person), if any, as may be determined by actionof the board of directors following the commencement of, or public announcement of an intention to commence, a tender or exchange offer theconsummation of which would result in any person or group of affiliated or associated persons becoming an Acquiring Person.The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferred with andonly with the common stock. Until the Distribution Date (or earlier redemption or expiration of the Rights), new common stock certificates issued after theRecord Date upon transfer or new issuances of common stock will contain a legend incorporating the Rights Agreement by reference (and notice of suchlegend will be furnished to holders of book entry shares).As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record ofthe common stock as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. 63Table of ContentsFlip-in TriggerA “flip-in trigger” will occur under the Rights Agreement when a person becomes an Acquiring Person. If a flip-in event occurs, each holder of a Right (otherthan Rights beneficially owned by the Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof which will thereuponbecome null and void) will thereafter have the right to receive upon exercise of a Right that number of shares of common stock having a market value of twotimes the exercise price of the Right.Flip-Over TriggerA “flip-over trigger” will occur under the Rights Agreement when, at any time after a person has become an Acquiring Person: we are acquired in a merger or other business combination transaction; or 50% or more of our consolidated assets or earning power is sold or transferred.If a flip-over event occurs, each holder of a Right will have the right to receive the number of shares of common stock of the acquiring company having acurrent market price equal to two times the exercise price of such Right.Exchange ProvisionAt any time after any person or group becomes an Acquiring Person and prior to the earlier of one of the events described in the previous paragraph or theacquisition by such Acquiring Person of 50% or more of the outstanding shares of common stock, the board of directors may exchange the Rights (other thanRights owned by such Acquiring Person, affiliates and associates of the Acquiring Person and certain transferees thereof which will have become null andvoid), in whole or in part, for shares of common stock or preferred stock (or a series of our preferred stock having equivalent rights, preferences andprivileges), at an exchange ratio of one share of common stock, or a fractional share of any preferred stock equivalent in value thereto, per Right.Anti-Dilution ProvisionsThe purchase price payable, and the number of shares of preferred stock or other securities or property issuable, upon exercise of the Rights is subject toadjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the preferredstock, (ii) upon the grant to holders of the preferred stock of certain rights or warrants to subscribe for or purchase preferred stock at a price, or securitiesconvertible into preferred stock with a conversion price, less than the then-current market price of the preferred stock or (iii) upon the distribution to holdersof the preferred stock of evidences of indebtedness or assets (other than regular periodic cash dividends or dividends payable in preferred stock) or ofsubscription rights or warrants (other than those referred to above).The number of outstanding Rights is subject to adjustment in the event of a stock dividend on the common stock payable in shares of common stock orsubdivisions, consolidations or combinations of the common stock occurring, in any such case, prior to the Distribution Date.Redemption of RightsAt any time prior to the time any person or group becomes an Acquiring Person, the board of directors may redeem the Rights in whole, but not in part, at aprice of $0.0001 per Right (the “Redemption Price”) payable, at our option, in cash, shares of common stock or such other form of consideration as the boardof directors shall determine. The redemption of the Rights may be made effective at such time, on such basis and with such conditions as the board ofdirectors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to exercise the Rights will terminate and the onlyright of the holders of Rights will be to receive the Redemption Price. 64Table of ContentsAmendment of Terms of RightsFor so long as the Rights are then redeemable, then we may, except with respect to the Redemption Price, amend the Rights Agreement in any manner. Afterthe Rights are no longer redeemable, we may, except with respect to the Redemption Price, amend the Rights Agreement in any manner that does notadversely affect the interests of holders of the Rights (other than an Acquiring Person, affiliates and associates of an Acquiring Person and certain transfereesthereof).DIRECTORSOur directors are elected by a plurality of the votes cast by stockholders entitled to vote. There is no provision for cumulative voting.Section 5.01 of our amended and restated articles of incorporation provides that our board of directors must consist of not less than three nor more thantwelve members, the exact number of directors comprising the entire board of directors as determined from time to time by resolution adopted by theaffirmative vote of a majority of the board of directors. Stockholders may change the number of directors only by the affirmative vote of holders of a majorityof the outstanding common stock.Our bylaws provide that no contract or transaction between us and a director, or one in which a director has a financial interest, is void or voidable solely forthis reason, or solely because the director is present at or participates in a board of directors meeting or committee thereof which authorizes the contract ortransaction, or solely because his or her vote is counted for such purpose, if:(i) the material facts as to his or her relationship or interest and as to the contractor transaction are disclosed or are known to the board of directors or the committee and the board of directors or committee in good faith authorizes thecontract or transaction by the affirmative vote of a majority of the disinterested directors, or, if the votes of the disinterested directors are insufficient toconstitute an act of the board of directors as defined in Section 55 of the Marshall Islands Business Corporations Act, by unanimous vote of the disinteresteddirectors, (ii) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the stockholdersentitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders or (iii) the contract or transaction isfair as to us as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the stockholders. Common or interesteddirectors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract ortransaction.STOCKHOLDER MEETINGSUnder our bylaws, annual stockholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside ofthe Marshall Islands. Special meetings may be called by stockholders holding not less than one-fifth of all the outstanding shares entitled to vote at suchmeeting. Our board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the stockholders that will beeligible to receive notice and vote at the meeting.DISSENTERS’ RIGHTS OF APPRAISAL AND PAYMENTUnder the BCA, our stockholders have the right to dissent from various corporate actions, including any merger or consolidation or sale of all or substantiallyall of our assets not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment ofour articles of incorporation, a stockholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights inrespect of those shares. The dissenting stockholder must follow the procedures set forth in the BCA to receive payment. In the event that we and anydissenting stockholder fail to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high courtof the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securitiesexchange. 65Table of ContentsSTOCKHOLDERS’ DERIVATIVE ACTIONSUnder the BCA, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided thatthe stockholder bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction towhich the action relates.LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORSThe BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their stockholders for monetarydamages for breaches of directors’ fiduciary duties. Our bylaws include a provision that eliminates the personal liability of directors for monetary damagesfor actions taken as a director to the fullest extent permitted by law. In February 2013, we amended our bylaws to clarify the scope of indemnification rightsprovided to directors and officers.Our bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advancecertain expenses (including attorneys’ fees and disbursements and court costs) to our directors and offices and carry directors’ and officers’ insuranceproviding indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions andinsurance are useful to attract and retain qualified directors and executive officers.The limitation of liability and indemnification provisions in our amended and restated articles of incorporation and bylaws may discourage stockholdersfrom bringing a lawsuit against directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivativelitigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, yourinvestment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to theseindemnification provisions.There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.ANTI-TAKEOVER EFFECT OF CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWSSeveral provisions of our amended and restated articles of incorporation and bylaws, which are summarized below, may have anti-takeover effects. Theseprovisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board ofdirectors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, which aresummarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest orotherwise that a stockholder may consider in its best interest or (2) the removal of incumbent officers and directors.Issuance of Capital StockUnder the terms of our amended and restated articles of incorporation and the laws of the Republic of the Marshall Islands, our board of directors hasauthority, without any further vote or action by our stockholders, to issue any remaining authorized shares of blank check preferred stock and any remainingauthorized shares of our common stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent achange of control of our company or the removal of our management.Classified Board of DirectorsOur amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearlyequal in number as possible, serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classifiedboard provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of us. It could also delaystockholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for two years. 66Table of ContentsElection and Removal of DirectorsOur amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our bylaws require parties other than the board ofdirectors to give advance written notice of nominations for the election of directors. Our amended and restated articles of incorporation also provide that ourdirectors may be removed only for cause and only upon the affirmative vote of a majority of the outstanding shares of our capital stock entitled to vote forthose directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.Our bylaws provide that stockholders are required to give us advance notice of any person they wish to propose for election as a director if that person is notproposed by our board of directors. These advance notice provisions provide that the stockholder must have given written notice of such proposal not lessthan 90 days nor more than 120 days prior to the anniversary date of the immediately preceding annual general meeting. In the event the annual generalmeeting is called for a date that is not within 30 days before or after such anniversary date, notice by the stockholder must be given not later than 10 daysfollowing the earlier of the date on which notice of the annual general meeting was mailed to stockholders or the date on which public disclosure of the dateof the annual general meeting was made.In the case of a special general meeting called for the purpose of electing directors, notice by the stockholder must be given not later than 10 days followingthe earlier of the date on which notice of the special general meeting was mailed to stockholders or the date on which public disclosure of the date of thespecial general meeting was made. Any nomination not properly made will be disregarded.A director may be removed only for cause by the stockholders, provided notice is given to the director of the stockholders meeting convened to remove thedirector and provided such removal is approved by the affirmative vote of a majority of the outstanding shares of our capital stock entitled to vote for thosedirectors. The notice must contain a statement of the intention to remove the director and must be served on the director not less than fourteen days beforethe meeting. The director is entitled to attend the meeting and be heard on the motion for his removal.Limited Actions by StockholdersOur amended and restated articles of incorporation and our bylaws provide that any action required or permitted to be taken by our stockholders must beeffected at an annual or special meeting of stockholders or by the unanimous written consent of our stockholders. Our amended and restated articles ofincorporation and our bylaws provide that, subject to certain exceptions, our chairman or co-chief executive officers, at the direction of the board of directorsor holders of not less than one-fifth of all outstanding shares, may call special meetings of our stockholders and the business transacted at the special meetingis limited to the purposes stated in the notice. Accordingly, a stockholder may be prevented from calling a special meeting for stockholder consideration of aproposal over the opposition of our board of directors and stockholder consideration of a proposal may be delayed until the next annual meeting.Shareholder Rights PlanIn Janaury 2017, we adopted the Rights Plan that provides for one Right for each of our outstanding common shares. The Rights may have anti-takeovereffects. The Rights will cause substantial dilution to any person or group that attempts to acquire us without the approval of our board of directors. As aresult, the overall effect of the rights may be to render more difficult or discourage any attempt to acquire us. Because our board of directors can approve aredemption of the rights for a permitted offer, the rights should not interfere with a merger or other business combination approved by our board of directors.TRANSFER AGENTThe registrar and transfer agent for our common stock is American Stock Transfer & Trust Company, LLC. 67Table of ContentsLISTINGOur common stock is listed on the NYSE under the symbol “DHT.”COMPARISON OF MARSHALL ISLANDS CORPORATE LAW TO DELAWARE CORPORATE LAWOur corporate affairs are governed by our amended and restated articles of incorporation and bylaws and by the BCA. The provisions of the BCA resembleprovisions of the corporation laws of a number of states in the United States. For example, the BCA allows the adoption of various anti-takeover measuressuch as stockholder “rights” plans. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other stateswith substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands and we cannot predictwhether Marshall Islands courts would reach the same conclusions as United States courts. Thus, you may have more difficulty in protecting your interests inthe face of actions by the management, directors or controlling stockholders than would stockholders of a corporation incorporated in a United Statesjurisdiction which has developed a substantial body of case law. The following table provides a comparison between the statutory provisions of the BCAand the Delaware General Corporation Law relating to stockholders’ rights. Marshall Islands Delaware Stockholder Meetings Held at a time and place as designated in the bylaws May be held at such time or place as designated in the certificate ofincorporation or the bylaws, or if not so designated, as determined by theboard of directors May be held in or outside of the Marshall Islands May be held in or outside of Delaware Notice: Notice: –> Whenever stockholders are required to take action at a meeting, writtennotice shall state the place, date and hour of the meeting and indicate that itis being issued by or at the direction of the person calling the meeting –> Whenever stockholders are required to take action at a meeting, a writtennotice of the meeting shall state the place, if any, date and hour of themeeting, and the means of remote communication, if any –> A copy of the notice of any meeting shall be given personally or sent bymail not less than 15 nor more than 60 days before meeting –> Written notice shall be given not less than 10 nor more than 60 daysbefore the meeting Stockholder’s Voting Rights Any action required to be taken by a meeting of stockholders may be takenwithout a meeting if consent is in writing and is signed by all thestockholders entitled to vote Stockholders may act by written consent to elect directors by all thestockholders entitled to vote Any person authorized to vote may authorize another person or persons toact for him by proxy Any person authorized to vote may authorize another person to act for himby proxy Unless otherwise provided in the articles of incorporation, majority of sharesentitled to vote constitutes a quorum. In no event shall a quorum consist offewer than one third of the shares entitled to vote at a meeting For non-stock companies, a certificate of incorporation or bylaws mayspecify the number of members to constitute a quorum. 68Table of Contents No provision for cumulative voting For stock corporations, a certificate of incorporation or bylaws may specifythe number to constitute a quorum but in no event shall a quorum consist ofless than one-third of shares entitled to vote at a meeting. In the absence ofsuch specifications, a majority of shares entitled to vote shall constitute aquorum The certificate of incorporation may provide for cumulative voting Directors The board of directors must consist of at least one member The board of directors must consist of at least one member Number of members can be changed by an amendment to the bylaws, by thestockholders, or by action of the board Number of board members shall be fixed by the bylaws, unless the certificateof incorporation fixes the number of directors, in which case a change in thenumber shall be made only by amendment of the certificate of incorporation. If the board of directors is authorized to change the number of directors, itcan only do so by an absolute majority (majority of the entire board) Dissenter’s Rights of Appraisal Stockholders have a right to dissent from a merger or sale of all orsubstantially all assets not made in the usual course of business, and receivepayment of the fair value of their shares Appraisal rights shall be available for the shares of any class or series ofstock of a corporation in a merger or consolidation A holder of any adversely affected shares who does not vote on or consent inwriting to an amendment to the articles of incorporation has the right todissent and to receive payment for such shares if the amendment: Marshall Islands Delaware –> Alters or abolishes any preferential right of any outstanding shares havingpreference; or –> Creates, alters, or abolishes any provision or right in respect to theredemption of any outstanding shares; or –> Alters or abolishes any preemptive right of such holder to acquire sharesor other securities; or –> Excludes or limits the right of such holder to vote on any matter, exceptas such right may be limited by the voting rights given to new shares thenbeing authorized of any existing or new class 69Table of Contents Stockholder’s Derivative Actions An action may be brought in the right of a corporation to procure a judgmentin its favor, by a holder of shares or of voting trust certificates or of abeneficial interest in such shares or certificates. It shall be made to appearthat the plaintiff is such a holder at the time of bringing the action and thathe was such a holder at the time of the transaction of which he complains, orthat his shares or his interest therein devolved upon him by operation of law In any derivative suit instituted by a stockholder or a corporation, it shall beaverred in the complaint that the plaintiff was a stockholder of thecorporation at the time of the transaction of which he complains or that suchstockholder’s stock thereafter devolved upon such stockholder by operationof law Complaint shall set forth with particularity the efforts of the plaintiff tosecure the initiation of such action by the board or the reasons for notmaking such effort Such action shall not be discontinued, compromised or settled without theapproval of the High Court of the Republic Attorney’s fees may be awarded if the action is successful Corporation may require a plaintiff bringing a derivative suit to give securityfor reasonable expenses if the plaintiff owns less than 5% of any class ofstock and the shares have a value of less than $50,000 C.MATERIAL CONTRACTSOther than the Executive Officer Employment Agreements (identified below), our charters, our ship management agreements with Goodwood and V.Ships,our guarantees for certain of our subsidiaries, the New Credit Agricole Credit Facility, the Nordea Credit Facility, the ABN AMRO Credit Facility, the DanishShip Finance Credit Facility, the Nordea/DNB Credit Facility, the ABN Amro Revolving Credit Facility, the Share Purchase Agreement and the HHIAgreements, we have not entered into any material contracts other than contracts entered into in the ordinary course of business.Executive Officer Employment AgreementsWe have entered into employment agreements with Mr. Harfjeld, Mr. Munthe and Mr. Ubøe that set forth their rights and obligations as our co-chiefexecutive officers and chief financial officer, respectively. Either the executive or we may terminate the employment agreements for any reason and at anytime. For additional information on these agreements see “Item 6. Directors, Senior Management and Employees─Executive Compensation, EmploymentAgreements.” D.EXCHANGE CONTROLSNone. E.TAXATIONThe following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to an investment decision with respect tothe acquisition, ownership and disposition of our common stock and preferred stock. This discussion does not purport to deal with the tax consequences toall categories of investors, some of which (such as financial institutions, regulated investment companies, real estate investment trusts, tax-exemptorganizations, insurance companies, persons holding our common stock or preferred stock as part of a hedging, integrated, conversion or constructive saletransaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternativeminimum tax, persons who are investors in pass-through entities, dealers in securities or currencies and investors whose functional currency is not the U.S.dollar) may be subject to special rules.The following is a discussion of the material Marshall Islands and U.S. federal income tax considerations relevant to an investment decision with respect tothe acquisition, ownership and disposition of our common stock and preferred stock. This discussion does not purport to deal with the tax consequences toall categories of investors, some of which (such as financial institutions, regulated investment companies, real estate investment trusts, tax-exemptorganizations, insurance companies, persons holding our common stock or preferred stock as part of a hedging, integrated, conversion or constructive saletransaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternativeminimum tax, persons who are investors in pass-through entities, dealers in securities or currencies and investors whose functional currency is not the U.S.dollar) may be subject to special rules. 70Table of ContentsMARSHALL ISLANDS TAX CONSIDERATIONSThe following are the material Marshall Islands tax consequences of our activities to us and holders of our common stock or preferred stock. We areincorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islandswithholding tax will be imposed upon payments of dividends by us to holders of our common stock or preferred stock.U.S. FEDERAL INCOME TAX CONSIDERATIONSWE RECOMMEND THAT YOU CONSULT WITH YOUR OWN TAX ADVISORS CONCERNING THE OVERALL TAX CONSEQUENCES ARISING INYOUR OWN PARTICULAR SITUATION UNDER U.S. FEDERAL, STATE, LOCAL OR FOREIGN LAW OF THE OWNERSHIP OR DISPOSITION OF OURCOMMON STOCK AND CONVERTIBLE SENIOR NOTES.This discussion is based on the Code,the Treasury regulations issued thereunder, published administrative interpretations of the IRS and judicial decisions asof the date hereof, all of which are subject to change at any time, possibly on a retroactive basis.Taxation of Our Operating IncomeOur subsidiaries have elected to be treated as disregarded entities for U.S. federal income tax purposes. As a result, for purposes of the discussion below, oursubsidiaries are treated as branches rather than as separate corporations.U.S. Taxation of Our Shipping IncomeFor purposes of the following discussion, “shipping income” means any income that is derived from the use of vessels, from the hiring or leasing of vesselsfor use on a time, voyage or bareboat charter basis, from the participation in a pool, partnership, strategic alliance, joint operating agreement, code sharingarrangement or other joint venture we directly or indirectly own or participate in that generates such income, or from the performance of services directlyrelated to those uses.“U.S. source gross transportation income” includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not bothbegin and end, in the United States. Except as discussed below, our U.S. source gross transportation income would be subject to a 4% U.S. federal income taximposed without allowance for deductions. Shipping income attributable to transportation exclusively between non-U.S. ports generally will not be subjectto U.S. federal income tax.Under Section 883 of the Code and the regulations thereunder, we will be exempt from the 4% U.S. federal income tax if:1.we are organized in a foreign country (the “country of organization”) that grants an “equivalent exemption” to corporations organized in the UnitedStates; and 2.either: (A) more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or ofanother foreign country that grants an “equivalent exemption” to corporations organized in the United States, referred to as the “50% Ownership Test,”or 71Table of Contents (B) our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an“equivalent exemption” to U.S. corporations or in the United States, referred to as the “Publicly-Traded Test.”The Marshall Islands, the jurisdiction where we are incorporated, grants an “equivalent exemption” to U.S. corporations. Therefore, we will be eligible for theexemption under Section 883 of the Code if either the 50% Ownership Test or the Publicly-Traded Test is met. Because our common stock is traded on theNYSE and our stock is widely held, it would be difficult or impossible for us to establish that we satisfy the 50% Ownership Test.As to the Publicly-Traded Test, the regulations under Section 883 of the Code provide, in pertinent part, that stock of a foreign corporation will be consideredto be “primarily traded” on an established securities market in a country if the number of shares of each class of stock that is traded during any taxable yearon all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securitiesmarkets in any other single country. We believe that our common stock, is, and will continue to be, “primarily traded” on the NYSE, which is an establishedsecurities market for these purposes.The Publicly-Traded Test also requires our common stock to be “regularly traded” on an established securities market. Because our common stock is listedon the NYSE, and because our preferred stock is not listed for trading on any exchange, our common stock is the only class of our outstanding stock tradedon an established securities market. Our common stock will be treated as “regularly traded” on the NYSE for purposes of the Publicly-Traded Test if: (i)our common stock represents more than 50% of the total combined voting power of all classes of our stock entitled to vote and of the total valueof all of our outstanding stock, referred to as the “trading threshold test”; (ii)our common stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in ashort taxable year, referred to as the “trading frequency test”; and (iii)the aggregate number of shares of our common stock traded on such market during the taxable year is at least 10% of the average number ofshares of our common stock outstanding during such year (as appropriately adjusted in the case of a short taxable year), referred to as the“trading volume test.”We believe we satisfy the trading threshold test. We also believe we satisfy, and will continue to satisfy, the trading frequency and trading volume tests. However, even if we do not satisfy these tests in the future, both tests are deemed satisfied if our common stock is traded on an established securities market inthe United States and is regularly quoted by dealers making a market in such stock. Because our common stock is listed on the NYSE, we believe this is andwill continue to be the case.Notwithstanding the foregoing, our common stock will not be considered to be “regularly traded” on an established securities market for any taxable year inwhich 50% or more of the vote and value of such stock is owned, actually or constructively under certain stock attribution rules, on more than half the daysduring the taxable year by persons who each own 5% or more of the vote and value of such stock, referred to as the “5 Percent Override Rule”.In order to determine the persons who actually or constructively own 5% or more of the vote and value of our common stock (“5% Stockholders”) we arepermitted to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the U.S. Securities and Exchange Commission ashaving a 5% or more beneficial interest in our common stock. In addition, an investment company identified on a Schedule 13G or Schedule 13D filingwhich is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Stockholder for such purposes.We believe that the 5 Percent Override Rule has not been triggered with respect to our common stock. However, the 5 Percent Override Rule might betriggered in the future as a result of factual circumstances beyond our control, for example, if one or more stockholders became a 5% Stockholder. In thiscase, the 5 Percent Override Rule will nevertheless not apply if we can establish that among the closely-held group of 5% Stockholders, there are sufficient5% Stockholders that are considered to be “qualified stockholders” for purposes of Section 883 of the Code to preclude non-qualified 5% Stockholders in theclosely-held group from owning 50% or more of the value of our common stock for more than half the number of days during the taxable year. 72Table of ContentsIn any year that the 5 Percent Override Rule is triggered with respect to our common stock, we will be eligible for the exemption from tax under Section 883of the Code only if (i) we can nevertheless satisfy the Publicly-Traded Test, which would require us to show that the exception to the 5 Percent Override Ruleapplies, as described above, or if (ii) we can satisfy the 50% Ownership Test. In either case, we would have to satisfy certain substantiation requirementsregarding the identity and certain other aspects of our stockholders which generally would require that we receive certain statements from certain of our directand indirect stockholders. These requirements are onerous and there is no assurance that we would be able to satisfy them.Based on the foregoing, we believe we satisfy, and will continue to satisfy, the Publicly-Traded Test, and therefore we qualify for the exemption underSection 883 of the Code. However, if at any time in the future, including in 2017, we fail to qualify for these benefits, our U.S. source gross transportationincome, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4%tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions. Since 50% of our gross shipping income for transportation thatbegins or ends in the United States would be treated as U.S. source gross transportation income, the effective rate of U.S. federal income tax on such grossshipping income would be 2%.If the benefits of Section 883 of the Code become unavailable to us in the future, any of our U.S. source gross transportation income that is considered to be“effectively connected” with the conduct of a U.S. trade or business, as described below, net of applicable deductions, would be subject to the U.S. federalcorporate income tax at rates of up to 35%. In addition, we may be subject to the 30% “branch profits tax” on such earnings, as determined after allowancefor certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.We believe that none of our U.S. source gross transportation income will be “effectively connected” with the conduct of a U.S. trade or business. Suchincome would be “effectively connected” only if: ●we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross transportationincome, and ●substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as the operation of avessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in theUnited States.We believe that we will not meet these conditions because we do not have, and we do not intend to have or permit circumstances that would result in ourhaving, such a fixed place of business in the United States or any vessel sailing to or from the United States on a regularly scheduled basis.Income attributable to transportation that both begins and ends in the United States is not subject to the tax rules described above. Such income is subject toeither a 30% gross-basis tax or to a U.S. federal corporate income tax on net income at rates of up to 35% (and the branch profits tax described above). Although there can be no assurance, we do not expect to engage in transportation that produces shipping income of this type.U.S. Taxation of Gain on Sale of VesselsRegardless of whether we qualify for exemption under Section 883 of the Code, we will not be subject to U.S. federal income taxation with respect to gainrealized on a sale of a vessel, provided that the sale is considered to occur outside of the United States under U.S. federal income tax principles. In general, asale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass tothe buyer outside of the United States. We expect that any sale of a vessel will be so structured that it will be considered to occur outside of the United States.73Table of ContentsU.S. Federal Income Taxation of “U.S. Holders”The following section applies to you only if you are a “U.S. Holder”. For this purpose, a “U.S. Holder” means a beneficial owner of shares of our convertiblesenior notes or our common stock (other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) that, for U.S.federal income tax purposes: ●is an individual who is a U.S. citizen or resident, a U.S. corporation, an estate the income of which is subject to U.S. federal income taxationregardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust andone or more U.S. persons have the authority to control all substantial decisions of the trust or if the trust has validly elected to be treated as a U.S.trust, ●owns our convertible senior notes or our common stock as a capital asset, and ●owns actually and constructively less than 10% of our common stock by vote and value.If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds our common stock, the U.S. federal income tax treatmentof a partner will generally depend on the status of the partner, the tax treatment of the partnership and certain determinations made at the partner level. Apartner in a partnership holding our common stock is urged to consult its own tax advisor.Interest on our Convertible Senior NotesInterest on a note generally will be taxable to a U.S. Holder as ordinary income at the time such interest is received or accrued, in accordance with such U.S.Holder’s method of tax accounting for U.S. federal income tax purposes.Constructive DistributionsA U.S. holder of exchangeable debt instruments such as the convertible senior notes may, in certain circumstances, be deemed to have received distributionsof stock as a result of adjustments (or failures to make adjustments) to the exchange price of such instruments. Adjustments to the exchange price madepursuant to a bona fide reasonable adjustment formula which has the effect of preventing the dilution of the interest of the holders of the debt instruments,however, generally will not be deemed to result in a constructive distribution of stock. Certain of the possible adjustments provided in the convertible seniornotes, including adjustments in respect of cash dividends to Parent’s stockholders, may not qualify as being pursuant to a bona fide reasonable adjustmentformula. In addition, an adjustment to the exchange rate in connection with a “make-whole adjustment event” may be treated as a constructive distribution. If such adjustments are made, a U.S. Holder will be deemed to have received constructive distributions includible in such holder’s income in the mannerdescribed under “—U.S. Federal Income Taxation of ‘U.S. Holders’—Distributions on our Common Stock” below even though such holder has not receivedany cash or property as a result of such adjustments; provided, however, that it is not clear whether a constructive dividend deemed paid to a U.S. Holderwould be eligible for the preferential rates of U.S. federal income tax applicable in respect of certain dividends received. In certain circumstances, the failureto provide for such an adjustment may also result in a constructive distribution to a U.S. Holder. Because a constructive distribution deemed received by aU.S. Holder would not give rise to any cash from which any applicable withholding could be satisfied, if backup withholding is paid on behalf of a U.S.Holder (because such holder failed to establish an exemption from backup withholding), such backup withholding may be set off against subsequentpayments on the convertible senior notes, including any payment of interest or of cash or stock upon retirement or exchange of the convertible senior notes.Sale, Exchange, or Other Disposition of our Convertible Senior NotesA U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of our convertible senior notes in an amount equal tothe difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder’s tax basis in suchconvertible senior notes. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than one year at thetime of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreigntax credit purposes. Long-term capital gains of non-corporate U.S. Holders are generally eligible for a maximum 20% preferential tax rate. A U.S. Holder’sability to deduct capital losses against income is subject to certain limitations. 74Table of ContentsTreatment of the ConversionA U.S. Holder of the convertible senior notes will not recognize any income, gain or loss in respect of the receipt of common stock upon the conversion of ourconvertible senior notes, except that (1) the amount of stock received by the U.S. Holder in respect of accrued and unpaid interest will generally be taxable asdescribed under “— Interest on our Convertible senior notes” above and (2) the receipt of cash by the U.S. Holder in lieu of a fractional share of commonstock will generally be treated as if the U.S. Holder received the fractional share and then received such cash in redemption of such fractional share. Suchredemption will generally result in capital gain or loss equal to the difference between the amount of cash received and the U.S. Holder’s tax basis in thecommon stock that is allocable to the fractional share. You should consult your own tax advisor to determine the specific tax treatment of the receipt of stockin respect of accrued and unpaid interest or cash in lieu of a fractional share in your particular circumstances.The tax basis in the common stock received by a U.S. Holder upon a conversion of our convertible senior notes (including any basis allocable to a fractionalshare) will generally equal the tax basis of the convertible senior notes that were converted. The tax basis in a fractional share will be determined byallocating the U.S. Holder’s tax basis in the common stock between the common stock received by the U.S. Holder upon conversion and the fractional share,in accordance with their respective fair market values. The holding period for the common stock received by a U.S. Holder (other than common stockreceived in respect of accrued and unpaid interest) will include the U.S. Holder’s holding period for converted notes. The basis of common stock received inrespect of accrued and unpaid interest will equal its fair market value at the time it is distributed and its holding period will begin on the day of theconversion.Distributions on our Common StockSubject to the discussion of PFICs below, any distributions made by us with respect to our common stock to a U.S. Holder will generally constitute dividends,which may be taxable as ordinary income or “qualified dividend income” as described below, to the extent of our current or accumulated earnings andprofits, as determined under U.S. federal income tax principles (“E&P”). Distributions in excess of such E&P will be treated first as a nontaxable return ofcapital to the extent of the U.S. Holder’s tax basis in its common stock (determined separately for each share) on a dollar-for-dollar basis and thereafter ascapital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends received deduction withrespect to any distributions they receive from us. Dividends paid with respect to our common stock will generally be treated as “passive income” forpurposes of computing allowable foreign tax credits for U.S. foreign tax credit purposes.Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate (a “U.S. Non-Corporate Holder”) will generally be treated as“qualified dividend income” that is taxable to such U.S. Non-Corporate Holder at a maximum preferential tax rate of 20% provided that (i) our common stockis readily tradable on an established securities market in the United States (such as the NYSE), which we expect to be the case; (ii) we are not a PFIC for thetaxable year during which the dividend is paid or the immediately preceding taxable year (see the discussion below); (iii) the U.S. Non-Corporate Holder hasowned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which such common stock becomes ex-dividend(and has not entered into certain risk limiting transactions with respect to such common stock); and (iv) the U.S. Non-Corporate Holder is not under anobligation to make related payments with respect to positions in substantially similar or related property. Any dividends we pay out of E&P which are noteligible for the preferential tax rates will be taxed at ordinary income rates in the hands of a U.S. Non-Corporate Holder. Special rules may apply to any“extraordinary dividend”—generally, a dividend in an amount which is equal to or in excess of 10% of a stockholder’s adjusted basis (or fair market value incertain circumstances) in a share of our common stock—paid by us. If we pay an “extraordinary dividend” on our common stock that is treated as “qualifieddividend income,” then any loss derived by a U.S. Non-Corporate Holder from the subsequent sale or exchange of such stock will be treated as long-termcapital loss to the extent of such dividend. There is no assurance that any dividends paid on our common stock will be eligible for these preferential tax ratesin the hands of a U.S. Non-Corporate Holder, although we believe that they will be so eligible provided that we are not a PFIC, as discussed below. 75Table of ContentsSale, Exchange or Other Disposition of Our Common StockProvided that we are not a PFIC for any taxable year, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other disposition ofour common stock in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and theU.S. Holder’s tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder’s holding period is greater than oneyear at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, forU.S. foreign tax credit purposes. Long-term capital gains of U.S. Non-Corporate Holders are generally eligible for a maximum 20% preferential tax rate. AU.S. Holder’s ability to deduct capital losses against income is subject to certain limitations.PFIC Status and Significant Tax ConsequencesSpecial U.S. federal income tax rules apply to a U.S. Holder that holds stock in a non-U.S. corporation classified as a PFIC for U.S. federal income taxpurposes. In particular, U.S. Non-Corporate Holders would not be eligible for the maximum 20% preferential tax rate on qualified dividends. In general, wewill be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder held our common stock, either ●at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains and rents derived otherthan in the active conduct of a rental business), or ●at least 50% of the average value of our assets during such taxable year consists of “passive assets” (i.e., assets that produce, or are held for theproduction of, passive income).Income earned, or treated as earned (for U.S. federal income tax purposes), by us in connection with the performance of services would not constitute passiveincome. By contrast, rental income would generally constitute “passive income” unless we were treated under specific rules as deriving our rental income inthe active conduct of a trade or business.We believe that it is more likely than not that the gross income we derive, or are deemed to derive, from our time chartering activities is properly treated asservices income rather than rental income. Assuming this is correct, our income from time chartering activities would not constitute “passive income,” andthe assets we own and operate in connection with the production of that income would not constitute passive assets. Consequently, based upon our actualand projected income, assets and activities, we believe it is more likely than not that we are not currently a PFIC and will not become a PFIC in theforeseeable future.There is substantial legal authority supporting the position that we are not a PFIC, consisting of case law and IRS pronouncements concerning thecharacterization of income derived from time chartering activities as services income for other tax purposes. Nonetheless, it should be noted that there islegal uncertainty in this regard because the U.S. Court of Appeals for the Fifth Circuit has held that, for purposes of a different set of rules under the Code,income derived from certain time chartering activities should be treated as rental income rather than services income. However, the IRS stated that itdisagrees with the holding of this Fifth Circuit case, and that income from time chartering activities should be treated as services income. We have notsought, and we do not expect to seek, an IRS ruling on this matter. Accordingly, no assurance can be given the IRS or a court will accept this position, andthere is a risk that the IRS or a court could determine that we are a PFIC. No assurance can be given that this result will not occur. In addition, although weintend to conduct our affairs in a manner to avoid, to the extent possible, being classified as a PFIC with respect to any taxable year, we cannot assure youthat the nature of our operations will not change in the future, or that we can avoid PFIC status in the future.If we are a PFIC for any taxable year during which a U.S. Holder owns our common stock, such U.S. Holder will, for any taxable year during which we aretreated as a PFIC, be required to file IRS Form 8621 with his or her U.S. federal income tax return to report his or her ownership of our common stock if thetotal value of all PFIC stock that such U.S. Holder directly or indirectly owns exceeds certain thresholds. U.S. Holders are urged to consult their own taxadvisors concerning the filing of IRS Form 8621. 76Table of ContentsIn addition, as discussed more fully below, if we were treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rulesdepending on whether the U.S. Holder made an election to treat us as a “Qualified Electing Fund”, which election is referred to as a “QEF election”. As analternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to our common stock as discussedbelow.The PFIC rules are complex, and you are encouraged to consult your own tax advisor regarding the PFIC rules, including the annual PFIC reportingrequirement.Taxation of U.S. Holders of a PFIC Making a Timely QEF ElectionIf we were a PFIC for any taxable year and a U.S. Holder made a timely QEF election, which U.S. Holder is referred to as an “Electing Holder”, the ElectingHolder would be required to report each year for U.S. federal income tax purposes the Electing Holder’s pro rata share of our ordinary earnings (as ordinaryincome) and our net capital gain (which gain shall not exceed our E&P for the taxable year and would be reported as long-term capital gain), if any, for ourtaxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the ElectingHolder. Any such income inclusions would not be eligible for the maximum 20% preferential tax rates applicable to qualified dividend income as discussedabove. The Electing Holder’s adjusted tax basis in our common stock would be increased to reflect taxed but undistributed E&P. Distributions of E&P thathad been previously taxed would, pursuant to this election, result in a corresponding reduction in the adjusted tax basis in such common stock and would notbe taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that we incurred withrespect to any year. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of such common stock. AU.S. Holder would make a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with its U.S. federal income tax return. If we wereto become aware that we were treated as a PFIC for any taxable year, we would notify all U.S. Holders of such treatment and provide each U.S. Holder with allnecessary information in order to make the QEF election described above. Even if a U.S. Holder makes a QEF election for one of our taxable years, if we werea PFIC for a prior taxable year during which the holder was a stockholder and for which the holder did not make a timely QEF election, the holder would alsobe subject to the different and more adverse tax consequences described below under “—Taxation of U.S. Holders of a PFIC not Making a Timely QEF or“Mark-to-Market” Election”. If we are a PFIC during a year in which a U.S. Holder holds our convertible senior notes, and then the U.S. Holder makes a QEFelection upon converting the convertible senior notes into shares, the U.S Holder may be treated for these purposes as holding our stock prior to theconversion, and accordingly, may be subject to the tax consequences described in that section.A QEF election generally will not have any effect with respect to any taxable year for which we are not a PFIC, but will remain in effect with respect to anysubsequent taxable year for which we are a PFIC.Taxation of U.S. Holders of a PFIC Making a “Mark-to-Market” ElectionAlternatively, if we were treated as a PFIC for any taxable year and our common stock is treated as “marketable stock”, a U.S. Holder would be allowed tomake a “mark-to-market” election with respect to such stock, provided that the U.S. Holder completes and files IRS Form 8621 with its U.S. federal incometax return. We believe our common stock will be treated as “marketable stock” for this purpose.If the mark-to-market election is made with respect to a U.S. Holder’s common stock, the U.S. Holder generally would include as ordinary income in eachtaxable year the excess, if any, of the fair market value of such common stock at the end of the taxable year over the U.S. Holder’s adjusted tax basis in suchcommon stock. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in suchcommon stock over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result ofthe mark-to-market election. A U.S. Holder’s tax basis in its common stock would be adjusted to reflect any such income or loss amount. Gain realized onthe sale, exchange or other disposition of our common stock would be treated as ordinary income, and any loss realized on the sale, exchange or otherdisposition of the common stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previouslyincluded by the U.S. Holder in income. 77Table of ContentsTaxation of U.S. Holders of a PFIC not Making a Timely QEF or “Mark-to-Market” ElectionFinally, if we were treated as a PFIC for any taxable year, a U.S. Holder that does not make either a QEF election or a “mark-to-market” election for that year,referred to as a “Non-Electing Holder”, would be subject to special rules with respect to (i) any excess distribution (i.e., the portion of any distributionsreceived by the Non-Electing Holder on our common stock in a taxable year in excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder’s holding period for such common stock or preferred stock), and(ii) any gain realized on the sale, exchange or other disposition of our common stock. Under these special rules: ●the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common stock, ●the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC during the Non-Electing Holder’s holding period would be taxed as ordinary income, and ●the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class oftaxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable toeach such other taxable year.These penalties would not apply to a qualified pension, profit sharing or other retirement trust or other tax-exempt organization that did not borrow money orotherwise utilize leverage in connection with its acquisition of our common stock. If we were a PFIC and a Non-Electing Holder who was an individual diedwhile owning our common stock, such holder’s successor generally would not receive a step-up in tax basis with respect to such stock. Certain of these ruleswould apply to a U.S. Holder who made a QEF election for one of our taxable years if we were a PFIC in a prior taxable year during which the holder held ourcommon stock and for which the holder did not make a QEF election. A U.S. Holder of our convertible senior notes may be treated as holding common stockfor purposes of these rules, and accordingly, may be subject to certain of these rules if the U.S. Holder makes a QEF or mark-to-market election afterconverting the convertible senior notes into common stock.Medicare TaxA U.S. Non-Corporate Holder (excluding certain trusts within a special class of trusts that is exempt from such tax) is subject to a 3.8% tax on the lesser of (1)such U.S. Holder’s “net investment income” for the relevant taxable year and (2) the excess of such U.S. Holder’s modified gross income for the taxable yearover a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). Such a U.S.Holder’s net investment income will generally include such U.S. Holder’s gross interest income and dividend income and net gains from the disposition ofour convertible senior notes or our common stock, unless such interest, dividends or net gains are derived in the ordinary course of the conduct of a trade orbusiness (other than a trade or business that consists of certain passive or trading activities). A U.S. Non-Corporate Holder is urged to consult the holder’sown tax advisor regarding the applicability of the Medicare tax to the holder’s ownership of our convertible senior notes or our common stock.U.S. Federal Income Taxation of “Non-U.S. Holders”The following section applies to you only if you are a “Non-U.S. Holder”. For this purpose, a “Non-U.S. Holder” means a beneficial owner of shares of ourcommon stock (other than an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes) that is not a U.S. Holder.Interest on our Convertible Senior Notes and Distributions on our Common StockNon-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on interest received from us with respect to our convertiblesenior notes or distributions received from us with respect to our common stock, unless that interest or dividend income is effectively connected with theNon-U.S. Holder’s conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an applicable U.S. income tax treatywith respect to those interest or dividends, that income is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder inthe United States. This paragraph also applies to any constructive distributions described under “—U.S. Federal Income Taxation of ‘U.S. Holders’—Constructive Distributions” above, and any stock you receive in respect of accrued and unpaid interest upon the conversion of our convertible senior notes. 78Table of ContentsSale, Exchange or Other Taxable Disposition of our Convertible Senior Notes or our Common StockNon-U.S. Holders generally will not be subject to U.S. federal income tax or withholding tax on any gain realized upon the sale, exchange or otherdisposition of our convertible senior notes or our common stock, unless: ●the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if the Non-U.S. Holder isentitled to the benefits of an applicable U.S. income tax treaty with respect to that gain, that gain is attributable to a permanent establishmentmaintained by the Non-U.S. Holder in the United States); or ●the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and otherconditions are met.If the Non-U.S. Holder is engaged in a U.S. trade or business for U.S. federal income tax purposes, any income from the convertible senior notes or commonstock, including interest, dividends and the gain from the sale, exchange or other disposition of such convertible senior notes or stock, that is effectivelyconnected with the conduct of that trade or business will generally be subject to regular U.S. federal income tax in the same manner as discussed in theprevious section relating to the taxation of U.S. Holders. In addition, if you are a Non-U.S. Holder that is a corporation for U.S. federal income tax purposes,your E&P that is attributable to the effectively connected income, which is subject to certain adjustments, may be subject to an additional branch profits taxat a rate of 30%, or at a lower rate as may be specified by an applicable U.S. income tax treaty.Tax Return Disclosure RequirementsIndividual U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individual Non-U.S. Holders and certain U.S. Holders that areentities) that hold certain specified foreign assets with values in excess of certain dollar thresholds are required to report such assets on IRS Form 8938 withtheir U.S. federal income tax return, subject to certain exceptions (including an exception for foreign assets held in accounts maintained by U.S. financialinstitutions). Stock and notes of a non-U.S. corporation, including our convertible senior notes and our common stock, are specified foreign assets for thispurpose. Substantial penalties apply for failure to properly complete and file Form 8938. You are encouraged to consult your own tax advisor regarding thefiling of this form.Backup Withholding and Information ReportingIn general, interest and dividend payments (or other taxable distributions) and proceeds from the disposition of our convertible senior notes or our commonstock made to you may be subject to information reporting requirements if you are a U.S. Non-Corporate Holder. Such distributions may also be subject tobackup withholding if you are a U.S. Non-Corporate Holder and you: ●fail to provide an accurate taxpayer identification number; ●are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or ●in certain circumstances, fail to comply with applicable certification requirements.Non-U.S. Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.If you are a Non-U.S. Holder and you sell our convertible senior notes or our common stock to or through a U.S. office of a broker, the payment of theproceeds is subject to both U.S. backup withholding and information reporting unless you certify that you are a non-U.S. person, under penalties of perjury,or you otherwise establish an exemption. If you sell our convertible senior notes or our common stock through a non-U.S. office of a non-U.S. broker and thesales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, U.S. information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made toyou outside the United States, if you sell our convertible senior notes or our common stock through a non-U.S. office of a broker that is a U.S. person or hascertain other contacts with the United States. However, such information reporting requirements will not apply if the broker has documentary evidence in itsrecords that you are a non-U.S. person and certain other conditions are met, or you otherwise establish an exemption. 79Table of Contents Backup withholding is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules thatexceed your income tax liability by timely filing a refund claim with the IRS. F.DIVIDENDS AND PAYING AGENTSNot applicable. G.STATEMENT OF EXPERTSNot applicable. H.DOCUMENTS ON DISPLAYThe descriptions of each contract, agreement or other document filed as an exhibit to this report are summaries only and do not purport to be complete. Eachsuch description is qualified in its entirety by reference to such exhibit for a more complete description of the matter involved.We are subject to the informational requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and in accordance therewith will file reportsand other information with the Securities and Exchange Commission. Such reports and other information can be inspected and copied at the public referencefacilities maintained by the Securities and Exchange Commission at its principal offices at 100 F Street, N.E., Washington, D.C. 20549. Copies of suchinformation may be obtained from the Public Reference Section of the Securities and Exchange Commission at 100 F Street, N.E., Washington, D.C. 20549at prescribed rates. The Securities and Exchange Commission also maintains a website (http://www.sec.gov) that contains reports, proxy and informationstatements and other information regarding registrants that file electronically with the Securities and Exchange Commission.As a foreign private issuer, we are not subject to the proxy rules under Section 14 of the Exchange Act and our officers, directors and principal stockholdersare not subject to the insider short-swing profit disclosure and recovery provisions under Section 16 of the Exchange Act.As a foreign private issuer, we are not required to publish financial statements as frequently or as promptly as U.S. companies; however, we intend to furnishholders of our common stock with reports annually containing consolidated financial statements audited by independent accountants. We also intend to filequarterly unaudited financial statements under cover of Form 6-K. I.SUBSIDIARY INFORMATIONNot applicable.ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are exposed to market risk from changes in interest rates related to the variable rate of the borrowings under our secured credit facilities. Amountsborrowed under the credit facilities bear interest at a rate equal to LIBOR plus a margin. Increasing interest rates could affect our future profitability. Incertain situations, we may enter into financial instruments to reduce the risk associated with fluctuations in interest rates. A one percentage point increase inLIBOR would have increased our interest expense for the year ended December 31, 2016 by approximately $x.x million based upon our debt level as ofDecember 31, 2016 ($3.6 million in 2015). We have only immaterial currency risk since all income and all vessel expenses are in US dollars. 80Table of ContentsWe are exposed to credit risk from our operating activities (primarily for trade receivables) and from our financing activities, including deposits with banksand financial institutions. We seek to diversify the credit risk on our cash deposits by spreading the risk among various financial institutions. The majorityof our cash is held by DNB, Nordea, HSBC, RBS and Credit Agricole. Historically, the tanker markets have been volatile as a result of the many conditionsand factors that can affect the price, supply and demand for tanker capacity. Changes in demand for transportation of oil over longer distances and supply oftankers to carry that oil may materially affect our revenues, profitability and cash flows. A significant part of our vessels are currently exposed to the spotmarket.ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESNot applicable. 81Table of ContentsPART II ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIESNone.ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDSMaterial Modifications to the Rights of Security HoldersWe adopted a Rights Plan in January 2017 that authorizes the issuance of Rights to our existing shareholders and additional shares of common stock if anythird party seeks to acquire control of a substantial block of our common stock. See “Item 10. Additional Information—B. Memorandum and Articles ofAssociation—Shareholder Rights Plan” included in this annual report for a summary of the Rights Plan.Use of ProceedsNot applicable.ITEM 15.CONTROLS AND PROCEDURES A.DISCLOSURE CONTROLS AND PROCEDURESAs of the end of the fiscal year ended December 31, 2016 (the “Evaluation Date”), we conducted an evaluation (under the supervision and with theparticipation of management, including the co-chief executive officers and the chief financial officer), pursuant to Rule 13a-15 of the Exchange Act, of theeffectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based onthis evaluation, our co-chief executive officers and chief financial officer concluded that as of the Evaluation Date, our disclosure controls and procedureswere effective to provide reasonable assurance that material information required to be disclosed by us in reports we file or submit under the Exchange Act isrecorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Ourmanagement has concluded that the consolidated financial statements included in this Annual Report fairly present, in all material respects, our financialposition, income statement, changes in stockholders’ equity and cash flows for the periods presented. B.MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER REPORTINGIn accordance with Rule 13a-15 of the Exchange Act, the management of DHT Holdings, Inc. and its subsidiaries (the “Company”) is responsible for theestablishment and maintenance of adequate internal control over financial reporting for the Company. Internal control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. The Company’s system of internal control over financial reporting includes those policies andprocedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assetsof the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations ofmanagement and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,or disposition of the Company’s assets that could have a material effect on the financial statements. Management has performed an assessment of theeffectiveness of the Company’s internal controls over financial reporting as of December 31, 2016 based on the provisions of Internal Control—IntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013. Based on our assessment, managementhas concluded that the Company’s internal controls over financial reporting were effective as of December 31, 2016. 82Table of Contents C.ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRMThe effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by Deloitte AS, an independent registered publicaccounting firm, as stated in their report, which appears in Item 18 on pages F-2 and F-3. D.CHANGES IN INTERNAL CONTROL OVER REPORTINGThere have been no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2016 that havematerially affected, or are reasonably likely to materially affect, our internal control over financial reporting.ITEM 16.[RESERVED]ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERTOur board of directors has determined that Mr. Erik Lind is an “audit committee financial expert,” as defined in paragraph (b) of Item 16A of Form 20-F. Mr.Lind is “independent,” as determined in accordance with the rules of the NYSE.ITEM 16B.CODE OF ETHICSWe have adopted a Code of Business Conduct and Ethics that applies to all employees, including our Co-Chief Executive Officers (our principal executiveofficer) and Chief Financial Officer (our principal accounting officer). In November 2012, we revised our Code of Business Conduct and Ethics to clarify ourpolicy restricting relationships between employees, third party agents, and business partners with personnel of governmental entities. We have posted thisCode of Ethics to our website at www.dhtankers.com, where it is publicly available. In addition, we will provide a printed copy of its Code of BusinessConduct and Ethics to our stockholders upon request.ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table shows the fees for professional services provided by Deloitte AS, our Independent Registered Public Accounting Firm, for the fiscal yearsended December 31, 2016 and 2015.Fees 2016 2015 Audit Fees (1) $387,936 $555,393 Audit-Related Fees (2) 47,628 56,900 Tax Fees 9,538 — All Other Fees — — Total $445,102 $612,293 (1)Audit fees for 2016 and 2015 represent fees for professional services provided in connection with the audit of our consolidated financial statements asof and for the periods ended December 31, 2016 and 2015, respectively. (2)Audit-related fees for 2016 consisted of $37,044 in respect of quarterly limited reviews and $10,584 related to other services. Audit-related fees for2015 consisted of $37,341 in respect of quarterly limited reviews and $19,559 related to other services.The Audit Committee has the authority to pre-approve permissible audit-related and non-audit services to be performed by our Independent RegisteredPublic Accounting Firm and associated fees. Engagements for proposed services either may be separately pre-approved by the Audit Committee or enteredinto pursuant to detailed pre-approval policies and procedures established by the Audit Committee, as long as the Audit Committee is informed on a timelybasis of any engagement entered into on that basis. The Audit Committee separately pre-approved all engagements and fees paid to our IndependentRegistered Public Accounting Firm in the fiscal year ended December 31, 2016. 83Table of ContentsITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESNot applicable.ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSNone.ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTNot applicable.ITEM 16G.CORPORATE GOVERNANCEWe are fully compliant with the listing standards of the NYSE applicable to foreign private issuers. Except to the extent described in “Item 10.B. AdditionalInformation─Memorandum and Articles of Association”, our corporate governance practices do not significantly differ from those followed by U.S.companies listed on the NYSE. A general summary of the material differences between the Business Corporation Act of the Republic of the Marshall Islandsand the General Corporations Law of the State of Delaware are set forth under “Item 10.B. Additional Information─Memorandum and Articles ofAssociation─Comparison of Marshall Islands Corporate Law to Delaware Corporate Law” above.ITEM 16H.MINE SAFETY DISCLOSURENot applicable.84Table of ContentsPART III ITEM 17.FINANCIAL STATEMENTSNot applicable.ITEM 18.FINANCIAL STATEMENTSThe following financial statements, together with the related report of Deloitte AS, an independent registered public accounting firm, are filed as part of thisAnnual Report:DHT Holdings, Inc. Consolidated Financial StatementsPage Report of Independent Registered Public Accounting Firm Deloitte ASF-2 Consolidated Statement of Financial Position as of December 31, 2016 and 2015F-4 Consolidated Income Statement for the years ended December 31, 2016, 2015 and 2014F-5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014F-6 Consolidated Statements of Cash Flow for the years ended December 31, 2016, 2015 and 2014F-7 Notes to Consolidated Financial StatementsF-8ITEM 19.EXHIBITS1.1Amended and Restated Articles of Incorporation of DHT Holdings, Inc. (incorporated by reference to Exhibit 1.1 of the Annual Report on Form20-F of DHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 1.2Amended and Restated Bylaws of DHT Holdings, Inc. (incorporated by reference to Exhibit 1.2 of the Annual Report on Form 20-F of DHTHoldings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 2.1Form of Common Stock Certificate of DHT Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Annual Report on Form 20-F of DHTHoldings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 2.2Certificate of Designation of Series C Junior Participating Preferred Stock of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of theCurrent Report on Form 6-K of DHT Holdings, Inc. for the month of January 2017, Commission File Number 001-32640). 4.1Rights Agreement, dated as of January 29, 2017, between DHT Holdings, Inc. and American Stock Transfer & Trust Company, LLC, as RightsAgent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of January 2017,Commission File Number 001-32640). 4.1.2DNB Bank ASA Credit Agreement (DHT Falcon, DHT Hawk) (incorporated by reference to Exhibit 4.1.6 of the Annual Report on Form 20-F ofDHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 85Table of Contents 4.1.3Danish Ship Finance A/S Credit Agreement (Hull No. 2781) (incorporated by reference to Exhibit 4.1.7 of the Annual Report on Form 20-F ofDHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.1.4DVB Bank SE, Nordea Bank Norge ASA, ABN AMRO Bank N.V. Credit Agreement (Hull No. 2748, Hull No. 2749, Hull No. 2750) (incorporatedby reference to Exhibit 4.1.8 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, Commission FileNumber 001-32640). 4.1.5DNB Bank ASA, DVB Bank SE, Nordea Bank Norge ASA Credit Agreement (Samco China, Samco Europe, Samco Amazon, Samco Redwood,Samco Sundarbans, Samco Taiga, DHT Condor) (incorporated by reference to Exhibit 4.1.12 of the Annual Report on Form 20-F of DHTHoldings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.1.6Nordea/DNB Credit Facility (DHT Leopard) (incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DHT Holdings, Inc.for the month of November 2015, Commission File Number 001-32640). 4.1.7Nordea/DNB Amended and Restated Credit Facility (DHT Leopard) (incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of August 2016, Commission File Number 001-32640). 4.1.8New Credit Agricole Credit Facility (Samco Scandinavia and DHT Tiger) (incorporated by reference to Exhibit 10.1 of the Current Report onForm 6-K of DHT Holdings, Inc. for the month of November 2015, Commission File Number 001-32640). 4.1.9ABN AMRO Revolving Credit Facility (incorporated by reference to Exhibit 10.1 of the Current Report on Form 6-K of DHT Holdings, Inc. forthe month of February 2017, Commission File Number 001-32640). 4.2.1Base Indenture between DHT Holdings, Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 4.2.1 of the AnnualReport on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.2.2First Supplemental Indenture to the Base Indenture between DHT Holdings, Inc. and U.S. Bank National Association (incorporated by referenceto Exhibit 4.2.2 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.3Form of Ship Management Agreement (incorporated by reference to Exhibit 4.3 of the Annual Report on Form 20-F of DHT Holdings, Inc. for theyear ended December 31, 2014, Commission File Number 001-32640). 4.4Form of Shipbuilding Contract (incorporated by reference to Exhibit 4.4 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the yearended December 31, 2014, Commission File Number 001-32640). 4.5Share Purchase Agreement between the Various Shareholders of Samco Shipholding Pte. Ltd. and DHT Holdings, Inc (incorporated by referenceto Exhibit 4.5 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 86Table of Contents 4.6Employment Agreement of Eirik Ubøe with Tankers Services AS (former name of DHT Management AS) (incorporated by reference to Exhibit4.6 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.7Employment Agreement of Svein Moxnes Harfjeld with DHT Management AS (incorporated by reference to Exhibit 4.7 of the Annual Report onForm 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.8Employment Agreement of Trygve P. Munthe with DHT Management AS (incorporated by reference to Exhibit 4.8 of the Annual Report onForm 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.9Indemnification Agreement of Eirik Ubøe by DHT Holdings, Inc. (incorporated by reference to Exhibit 4.9 of the Annual Report on Form 20-F ofDHT Holdings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.102011 Incentive Compensation Plan (incorporated by reference to Exhibit 4.10 of the Annual Report on Form 20-F of DHT Holdings, Inc. for theyear ended December 31, 2014, Commission File Number 001-32640). 4.112012 Incentive Compensation Plan (incorporated by reference to Exhibit 4.11 of the Annual Report on Form 20-F of DHT Holdings, Inc. for theyear ended December 31, 2014, Commission File Number 001-32640). 4.12First Amendment to 2012 Incentive Compensation Plan (incorporated by reference to Exhibit 4.12 of the Annual Report on Form 20-F of DHTHoldings, Inc. for the year ended December 31, 2014, Commission File Number 001-32640). 4.132014 Incentive Compensation Plan (incorporated by reference to Exhibit 4.13 of the Annual Report on Form 20-F of DHT Holdings, Inc. for theyear ended December 31, 2014, Commission File Number 001-32640). 4.142016 Incentive Compensation Plan (filed as exhibit 4.1 to our Registration Statement on Form S-8, File No 333-213686, and incorporated hereinby reference). 8.1List of Significant Subsidiaries. 12.1Certification of Chief Executive Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(b)). 12.2Certification of Chief Financial Officer required by Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17 CFR 240.15d-14(b)). 13.1Certification furnished pursuant to Rule 13a-14(b) (17 CFR 240.13a-14(b)) or Rule 15d-14(b) (17 CFR 240.15d-14(b)) and Section 1350 ofChapter 63 of Title 18. 23.1Consent of Deloitte AS.87Table of ContentsSIGNATURESThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to signthis annual report on its behalf. DHT HOLDINGS, INC. Date: March 23, 2017By:/s/ Svein Moxnes Harfjeld Name:Svein Moxnes Harfjeld Title:Co-Chief Executive Officer (Principal Executive Officer) Date: March 23, 2017By:/s/ Trygve P. Munthe Name:Trygve P. Munthe Title:Co-Chief Executive Officer (Principal Executive Officer) 88Table of Contents FINANCIAL STATEMENTSDHT Holdings, Inc.Index to Consolidated Financial StatementsDHT Holdings, Inc. Consolidated Financial StatementsPage Report of Independent Registered Public Accounting Firm Deloitte ASF-2 Consolidated Statements of Financial Position as of December 31, 2016 and 2015F-4 Consolidated Income Statements for the years ended December 31, 2016, 2015 and 2014F-5 Consolidated Statements of Comprehensive Income for the years ended December, 31, 2016, 2015 and 2014F-5 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014F-6 Consolidated Statements of Cash Flow for the years ended December 31, 2016, 2015 and 2014F-7 Notes to Consolidated Financial StatementsF-8 F-1Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders of DHT Holdings, Inc.We have audited the accompanying consolidated statements of financial position of DHT Holdings, Inc. and subsidiaries (the “Company”) as of December31, 2016 and 2015, and the related consolidated income statements and consolidated statements of comprehensive income, changes in stockholders’ equityand cash flow for each of the three years in the period ended December 31, 2016. These financial statements are the responsibility of the Company’smanagement. Our responsibility is to express an opinion on these financial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditsprovide a reasonable basis for our opinion.In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of DHT Holdings, Inc. and subsidiaries asof December 31, 2016, and 2015, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 inconformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal controlover financial reporting as of December 31, 2016, based on the criteria established in Internal Control – Integrated Framework (2013) issued by theCommittee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2017 expressed an unqualified opinion on theCompany’s internal control over financial reporting./s/ Deloitte ASOslo, Norway, March 15, 2017 F-2Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders of DHT Holdings, Inc.We have audited the internal control over financial reporting of DHT Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2016, based on thecriteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness ofinternal control over financial reporting, included in the accompanying Management’s annual report on internal control over reporting. Our responsibility isto express an opinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all materialrespects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testingand evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considerednecessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principalfinancial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management anddirectors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition ofthe company’s assets that could have a material effect on the financial statements.Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of theeffectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because ofchanges in conditions, or that the degree of compliance with the policies or procedures may deteriorate.In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on thecriteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financialstatements as of and for the year ended December 31, 2016 of the Company and our report dated March 15, 2017 expressed an unqualified opinion on thosefinancial statements./s/ Deloitte ASOslo, Norway, March 15, 2017F-3Table of ContentsDHT Holdings, Inc.Consolidated Statements of Financial Position as of December 31 (Dollars in thousands) Note 2016 2015 ASSETS Note Current assets Cash and cash equivalents 8,9 $109,295 $166,775 Accounts receivable and accrued revenues 8 34,461 40,093 Prepaid expenses 3,627 2,540 Bunkers, lube oils and consumables 7,906 8,844 Asset held for sale 6 23,216 - Total current assets $178,505 $218,251 Non-current assets Vessels and time charter contracts 6 1,177,521 986,597 Advances for vessels under construction 6 43,638 215,401 Other property, plant and equipment 661 579 Investment in associate company 15 3,412 2,976 Total non-current assets $1,225,232 $1,205,553 Total assets $1,403,737 $1,423,805 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses 7 12,378 13,935 Derivative financial liabilities 8 2,257 3,058 Current portion long term debt 8,9 57,521 32,267 Deferred shipping revenues 4 2,154 3,575 Total current liabilities $74,310 $52,835 Non-current liabilities Long term debt 8,9 643,974 630,201 Derivative financial liabilities 8 442 2,876 Total non-current liabilities $644,416 $633,077 Total liabilities $718,726 $685,912 Stockholders' equity Common stock at par value 10 934 929 Additional paid-in capital 881,097 878,236 Accumulated deficit (205,099) (147,945)Translation differences (203) (232)Other reserves 8,283 6,904 Total stockholders equity 685,011 737,893 Total liabilities and stockholders' equity $1,403,737 $1,423,805 The footnotes are an integral part of these consolidated financial statements F-4Table of ContentsDHT Holdings, Inc.Consolidated Income Statements Year ended Year ended Year ended December 31 December 31 December 31 (Dollars in thousands, except share and per share amounts) Note 2016 2015 2014 Shipping revenues 4 $356,010 $365,114 $150,789 Operating expenses Voyage expenses (65,349) (68,864) (49,333)Vessel operating expenses (61,855) (59,795) (42,761)Depreciation and amortization 6 (84,340) (78,698) (45,124)Reversal of impairment charges/(impairment charges) 6 (84,700) - 31,900 Profit/(loss), sale of vessel 138 (807) - General and administrative expense 11 (19,391) (21,607) (18,062)Total operating expenses $(315,496) $(229,771) (123,381) Operating income $40,514 $135,343 27,408 Share of profit from associated companies 15 649 467 86 Interest income 66 141 409 Interest expense (35,070) (33,637) (14,286)Fair value gain on derivative financial liabilities 3,235 3,603 507 Other financial expenses (40) (487) (1,150)Profit before tax $9,354 $105,430 12,973 Income tax expense 14 (95) (128) (86)Profit for the year $9,260 $105,302 $12,887 Attributable to the owners of parent $9,260 $105,302 $12,887 Basic net income per share $0.10 $1.13 $0.18 Diluted net income per share $0.10 $1.04 $0.18 Weighted average number of shares (basic) 5 93,382,757 92,793,154 73,147,668 Weighted average number of shares (diluted) 5 93,389,610 112,098,221 73,210,337 DHT Holdings, Inc.Consolidated Statements of Comprehensive Income Profit for the year $9,260 $105,302 $12,887 Other comprehensive income/(loss): Items that will not be reclassified subsequently to profit or loss: Remeasurement of defined benefit obligation/(loss) net of tax 13 (49) (41) (204)Items that may be reclassified subsequently to profit or loss: Exchange gain/(loss) on translation of foreign currency denominated associate and subsidiary 28 64 (296)Total comprehensive income for the period net of tax $9,239 $105,325 12,387 Attributable to the owners of parent $9,239 $105,325 $12,387 The footnotes are an integral part of these consolidated financial statements F-5 Common Stock Preferred Stock Paid-in Paid-in (Dollars in thousands, except pershare data) Additional Additional Accumulated Translation Other Total Shares Amount Capital Shares Amount Capital Deficit Differences Reserves* Equity Balance atJanuary 1, 2014 29,040,975 $290 $447,393 97,579 $1 $44,634 $(210,683) $- $3,118 $284,753 Profit for the year - - - - - - 12,887 - - 12,887 Othercomprehensiveincome - - - - - - (204) (296) - (500)Totalcomprehensiveincome - - - - - - 12,683 (296) - 12,387 Cash dividendsdeclared and paid 10 - - - - - - (6,012) - - (6,012)Issue of stock** 10 53,376,923 534 359,806 - - - - - - 360,340 Exchange ofpreferred stock 9,757,900 98 44,537 (97,579) (1) (44,634) - - - - Convertible bonds - - 21,787 - - - - - - 21,787 Compensationrelated to optionsand restrictedstock 11 334,288 3 - - - - - - 1,594 1,597 Balance atDecember 31,2014 92,510,086 $925 $873,522 - $- $- $(204,011) $(296) $4,712 $674,851 Common Stock Preferred Stock Paid-in Paid-in (Dollars in thousands, except pershare data) Additional Additional Accumulated Translation Other Total Shares Amount Capital Shares Amount Capital Deficit Differences Reserves* Equity Balance atJanuary 1, 2015 92,510,086 $925 $873,522 - $- $- $(204,011) $(296) $4,712 $674,851 Profit for the year - - - - - - 105,302 - - 105,302 Othercomprehensiveincome - - - - - - (41) 64 - 23 Totalcomprehensiveincome - - - - - - 105,260 64 - 105,325 Cash dividendsdeclared and paid 10 - - - - - - (49,194) - - (49,194)Compensationrelated to optionsand restrictedstock 11 399,850 4 4,714 - - - - - 2,192 6,910 Balance atDecember 31,2015 92,909,936 $929 $878,236 - $- $- $(147,945) $(232) $6,904 $737,893 Common Stock Preferred Stock Paid-in Paid-in (Dollars in thousands, except pershare data) Additional Additional Accumulated Translation Other Total Shares Amount Capital Shares Amount Capital Deficit Differences Reserves* Equity Balance atJanuary 1, 2016 92,909,936 $929 $878,236 - $- $- $(147,945) $(232) $6,904 $737,893 Profit for the year - - - - - - 9,260 - - 9,260 Othercomprehensiveincome - - - - - - (49) 28 - (20)Totalcomprehensiveincome - - - - - - 9,211 28 - 9,239 Table of ContentsDHT Holdings, Inc.Consolidated Statements of Changes in Stockholders’ Equity Cash dividendsdeclared and paid 10 - - - - - - (66,365) - - (66,365)Purchase oftreasury shares (359,831) (4) (2,027) - - - - - - (2,031)Purchase ofconvertible bonds - - (1,090) - - - - - - (1,090)Compensationrelated to optionsand restrictedstock 11 883,699 9 5,978 - - - - - 1,378 7,365 Balance atDecember 31,2016 93,433,804 $934 $881,097 - $- $- $(205,099) $(203) $8,283 $685,011 The footnotes are an integral part of these consolidated financial statements *Other reserves are related to share-based payments.**Transaction costs on stock issuesThe amount recognized as additional paid-in capital in 2014 is after the deduction of share issue cost of $16,907 thousand.F-6Table of ContentsDHT Holdings, Inc.Consolidated Statements of Cash Flow Year ended Year ended Year ended December 31 December 31 December 31(Dollars in thousands) Note 2016 2015 2014 Cash flows from operating activities: Profit for the year $9,260 $105,302 $12,887 Items included in net income not affecting cash flows: Depreciation and amortization 6 84,340 78,698 45,124 Impairment charges/(reversal of impairment charges) 6 84,700 - (31,900) Amortization of upfront fees 7,997 7,521 1,875 (Profit)/loss, sale of vessel (138) 807 - Fair value gain on derivative financial liabilities 8 (3,235) (3,603) (507) Compensation related to options and restricted stock 11 7,365 6,910 1,597 Share of profit in associated companies 15 (649) (467) (86) Unrealized currency translation (gains)/losses (255) 98 - Changes in operating assets and liabilities: Accounts receivable and accrued revenues 8 7,751 (11,385) 1,535 Prepaid expenses 8 (1,087) (1,568) (742) Accounts payable and accrued expenses 7 (1,557) (8,998) 7,577 Deferred shipping revenues (1,422) 1,147 156 Bunkers, lube oils and consumables 938 7,062 (6,895)Net cash provided by operating activities $194,008 $181,526 30,621 Cash flows from investing activities: Investment in vessels 6 (13,260) (1,987) (157,387)Investment in vessels under constuction 6 (222,104) (142,560) (137,401)Proceeds from sale of vessels 22,233 26,500 - Investment in subsidiary, net of cash acquired - (7,562) (256,332)Dividend received from associated company 242 120 107 Investment in property, plant and equipment (144) (419) (333)Net cash used in investing activities $(213,033) $(125,907) (551,347) Cash flows from financing activities Issuance of stock 10 - - 360,340 Cash dividends paid 10 (66,365) (49,194) (6,012)Issuance of long term debt 8,9 219,248 99,400 342,992 Purchase of treasury shares (2,031) - - Issuance of convertible bonds 9 - - 145,862 Purchase of convertible bonds (25,334) - - Repayment of long-term debt 8,9 (163,972) (105,734) (281,838)Net cash (used in)/provided by financing activities $(38,454) $(55,528) 561,344 Net (decrease)/increase in cash and cash equivalents (57,480) 91 40,619 Cash and cash equivalents at beginning of period 166,775 166,684 126,065 Cash and cash equivalents at end of period 8,9 $109,295 $166,775 $166,684 Specification of items included in operatingactivities: Interest paid 27,539 26,505 9,907 Interest received 66 140 446 The footnotes are an integral part of these consolidated financial statementsF-7Table of ContentsNotes to the Consolidated Financial Statements for year ended December 31, 2016, 2015 and 2014Note 1 - General informationDHT Holdings, Inc. (“DHT” or the “Company”) is a company incorporated under the laws of the Marshall Islands whose shares are listed on the New YorkStock Exchange. The Company’s principal executive office is located at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.DHT Maritime, Inc. (formerly Double Hull Tankers, Inc.) was incorporated on April 14, 2005 under the laws of the Marshall Islands as a wholly ownedindirect subsidiary of Overseas Shipholding Group, Inc. (“OSG”). In October 2005, DHT Maritime, Inc. completed its initial public offering. During the firsthalf of 2007, OSG sold all of its common stock of the DHT Maritime, Inc. Subsequent to a corporate restructuring in March 2010, DHT Maritime, Inc. is nowa wholly owned subsidiary of DHT.The Company has 28 material wholly-owned subsidiaries of which eighteen are Marshall Island companies, seven are Cayman Islands companies, two areSingapore companies and one is a Norwegian company. Sixteen of the Marshall Islands subsidiaries and the seven Cayman Island subsidiaries are vesselowning companies (the “Vessel Subsidiaries”). The Marshall Island subsidiaries include one company established for the ownership of the the newbuildingto be delivered in January 2017. The primary activity of each of the Vessel Subsidiaries is the ownership and operation of a vessel.Our principal activity is the ownership and operation of a fleet of crude oil carriers. As of December 31, 2016 our fleet of twentyone owned vessels consistedof nineteen very large crude carriers, or “VLCCs,” which are tankers ranging in size from 200,000 to 320,000 deadweight tons, or “dwt,” and two Aframaxtankers, or “Aframaxes,” which are tankers ranging in size from 80,000 to 120,000 dwt. Our fleet principally operates on international routes and had acombined carrying capacity of 6,069,480 dwt.With regards to amounts in the financial statements, these are shown in USD thousands.Note 2 - Significant accounting principlesStatement of complianceThe DHT Holdings, Inc. consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) asissued by the International Accounting Standards Board (“IASB”).Basis of preparationThe financial statements have been prepared on a historical cost basis, except for derivative financial instruments that have been measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets.The principal accounting policies are set out below.Basis of consolidationThe consolidated financial statements comprise the financial statements of the Company and entities controlled by the Company (and its subsidiaries). Unless otherwise specified, all subsequent references to the “Company” refer to DHT and its subsidiaries. Control is achieved where the Company has powerover the investee, is exposed or has the rights to variable returns from its investment with an entity and has the ability to affect those returns through its powerover the entity.The results of subsidiaries acquired or disposed during the year are included in the consolidated financial statements from the effective date of acquisition orup to the effective date of disposal, as appropriate.The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies. Allintercompany balances and transactions have been eliminated upon consolidation. F-8Table of ContentsAcquisitions made by the Company which do not qualify as a business combination under IFRS 3, “Business Combinations”, are accounted for as assetacquisitions.Business combinationsAcquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value,which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the formerowners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generallyrecognized in profit or loss as incurred.At the acquisition date, the identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition are recognized at their fair value,except for non-current assets that are classified as held for sale and are recognized at the lower of carrying amount and fair value less cost to sell, and deferredtax assets and liabilities which are recognized at nominal value.Goodwill arising on acquisition is recognized as an asset measured at the excess of the sum of the consideration transferred, the fair value of any previouslyheld equity interest and the amount of any non-controlling interests in the acquiree over the net amounts of the identifiable assets acquired and the liabilitiesassumed. If, after reassessment, the Company’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities exceedthe total consideration of the business combination, the excess is recognized in the income statement immediately.If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reportsprovisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, oradditional assets or liabilities are recognized, to reflect new information obtained about facts or circumstances that existed at the acquisition date that, ifknown, would have affected the amounts recognized at that date.Investments in associatesAn associated company is an entity over which the Company has significant influence and that is not a subsidiary or a joint arrangement. Significantinfluence is the power to participate in the financial and operating policy decisions of the investee but without the ability to have control over thosepolicies. Significant influence normally exists when the Company has 20% to 50% of the voting rights unless other terms and conditions affect theCompany’s influence.The investments in associates are accounted for using the equity method. Such investments are initially recognized at cost. Cost includes the purchase priceand other costs directly attributable to the acquisition such as professional fees and transaction costs.Under the equity method the interest in the investment is based on the Company’s proportional share of the associate’s equity, including any excess valueand goodwill. The Company recognizes its share of net income, including depreciation and amortization of excess values and impairment losses, in “Shareof profit from associated companies”.The financial statements of the associate are prepared for the same reporting period as the Company. When necessary, adjustments are made to bring theaccounting policies in line with those of the Company.After application of the equity method, the Company determines whether it is necessary to recognize an impairment loss. Cash and cash equivalentsInterest-bearing deposits that are highly liquid investments and have a maturity of three months or less when purchased are included in cash and cashequivalents. Cash and cash equivalents are recorded at their nominal amount on the statement of financial position. F-9Table of ContentsVesselsVessels are stated at historical cost, less accumulated depreciation and accumulated impairment losses. For vessels purchased, these costs includeexpenditures that are directly attributable to the acquisition of these vessels. Depreciation is calculated on a straight-line basis over the useful life of thevessels, taking residual values into consideration, and adjusted for impairment charges or reversal of prior impairment charges, if any.The estimated useful lives and residual values are reviewed at least at each year end, with the effect of any changes in estimate accounted for on a prospectivebasis. We assume an estimated useful life of 20 years. Each vessel’s residual value is equal to the product of its lightweight tonnage and an estimated scraprate per ton.Capitalized drydocking costs are depreciated on a straight-line basis from the completion of a drydocking to the estimated completion of the nextdrydocking.Vessels under construction - pre-delivery installmentsThe initial pre-delivery installments made for vessels ordered in 2014 and 2013 have been recorded in the statement of financial position as “Advances forvessels under construction” under Non-current assets. No vessels were ordered in 2015 or 2016. Vessels under construction are presented at cost lessidentified impairment losses, if any. Costs relating to vessels under construction include pre-delivery installments to the shipyard and other vessel costsincurred during the construction period that are directly attributable to construction of the vessels, including borrowing costs, if any, incurred during theconstruction period.Docking and survey expenditureThe Company’s vessels are required to be drydocked every 30 to 60 months. The Company capitalizes drydocking costs as part of the relevant vessel anddepreciates those costs on a straight-line basis from the completion of a drydocking to the estimated completion of the next drydocking. The residual valueof such capital expenses is estimated at nil. Drydock costs include a variety of costs incurred during the drydock project, including expenses related to thedrydock preparations, tank cleaning, gas freeing and re-inerting, purchase of spare parts, stores and services, port expenses at the drydock location, generalshipyard expenses, expenses related to hull and outfitting, external surfaces and decks, cargo- and ballast tanks, engines, cargo systems, machinery,equipment and safety equipment on board the vessel as well as classification, Condition Assessment Programme (“CAP”) surveys and regulatoryrequirements. Costs related to ordinary maintenance performed during drydocking are charged to the income statement as part of vessel operating expensesfor the period which they are incurred.Impairment of vesselsThe carrying amounts of vessels held and used are reviewed for potential impairment whenever events or changes in circumstances indicate that the carryingamount of a particular asset may not be fully recoverable. An asset’s recoverable amount is the higher of an asset’s or cash generating unit’s (“CGU”) fairvalue less cost of disposal based on third-party broker valuations and its value in use and is determined for each individual asset, unless the asset does notgenerate cash inflows that are largely independent of those other assets or groups of assets. The Company views each vessel as a separate CGU. Where thecarrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Suchimpairment is recognized in the income statement. In assessing value in use, the estimated future cash flows are discounted to their present value using adiscount rate that reflects current market assessments of the time value of money and the risks specific to the asset.The Company assesses at each reporting date if there is any indication that an impairment recognized in prior period may no longer exist or may havedecreased. A previously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the recoverable amount,however, not to an extent higher than the carrying amount that would have been determined, had no impairment loss been recognized in prior years. Suchreversals are recognized in the income statement. F-10Table of ContentsProperty, plant and equipment other than vesselsProperty, plant and equipment are stated at historical cost less accumulated depreciation and any impairment charges. Depreciations are calculated on astraight line basis over the assets expected useful life and adjusted for any impairment charges. Expected useful life is 5 years for furniture and fixtures and 3years for computer equipment and software. Expected useful lives are reviewed annually. Ordinary repairs and maintenance costs are charged to the incomestatement during the financial period in which they are incurred. Major assets with different expected useful lives are reported as separate components. Property, plant and equipment are reviewed for potential impairment whenever events or changes in circumstances indicate that the carrying amount of anasset exceeds its recoverable amount. The difference between the assets carrying amount and its recoverable amount is recognized in the income statement asimpairment. Property, plant and equipment that suffered impairment are reviewed for possible reversal of the impairment at each reporting date.BunkersBunkers is stated at the lower of cost and net realizable value. Cost is determined using the FIFO method and includes expenditures incurred in acquiring thebunkers and delivery cost less discounts.LeasesThe determination of whether an arrangement is, or contains a lease, is based on the substance of the arrangement at inception date: whether fulfillment of thearrangement is dependent on the use of a specific or assets or the arrangement conveys a right to use the asset. Time charters and bareboat charterarrangements are assessed to involve lease arrangements. Leases in which a significant portion of the risks and rewards of the ownership are retained by thelessor are classified as operating lease. The charter arrangements whereby the Company’s vessels are leased are treated as operating leases. Paymentsreceived under operating leases are further described in the paragraph discussing revenue.Revenue and expense recognitionRevenues from time charters and bareboat charters are accounted for as operating leases and are thus recognized on a straight line basis over the rental periodsof such charters. Revenue is recognized from delivery of the vessel to the charterer until the end of the lease term.For vessels operating in commercial pools, revenues and voyage expenses are pooled and the resulting net pool revenues are allocated to the poolparticipants according to an agreed formula. The formula used to allocate net revenues to pool participants is done on the basis of the number of days avessel operates in the pool with weighting adjustments made to reflect differing capacities and performance capabilities. Revenues generated from pools arerecorded based on a net basis.For vessels operating on spot charters, voyage revenues are recognized ratably over the estimated length of each voyage, calculated on a discharge-to-discharge basis, and, therefore, are allocated between reporting periods based on the relative transit time in each period. We do not begin recognizing voyagerevenue until a voyage charter has been agreed to by both the Company and the customer, even if the vessel has discharged its cargo and is sailing to theanticipated load port on its next voyage.Voyage expenses are expenses incurred due to a vessel travelling to a destination. For example, port charges are expensed ratably over the estimated lengthof each voyage over the period from last discharge of cargo to the next estimated discharge of the current cargo. The impact of recognizing voyage expensesratably over the length of each voyage is not materially different on an annual basis from a method of recognizing such costs as incurred. Bunkers’ expensesare expensed as incurred, based on remaining bunkers on board reported from the vessel using the FIFO method.Charter hire expense is expensed as incurred based on the charter rate stipulated in the charter agreement.Vessel expenses are expensed when incurred and include crew costs, vessel stores and supplies, lubricating oils, maintenance and repairs, insurance andcommunication costs. F-11Table of Contents The Company has entered into a time charter where the Company has the opportunity to earn additional hire when vessel earnings exceed the basic hireamounts set forth in the charter. Additional hire, if any, is calculated and paid semi-annually in arrears and recognized as revenue in six-month period inwhich it was earned.Financial liabilitiesFinancial liabilities are classified as either financial liabilities “at fair value through profit or loss” (FVTPL) or “other financial liabilities”. The FVTPLcategory comprises the Company’s derivatives. Other financial liabilities of the Company are classified as “other financial liabilities”.a) Other financial liabilitiesOther financial liabilities, including debt, are initially measured at fair value, net of transaction costs. Other financial liabilities are subsequently measured atamortized cost using the effective interest method, with interest expense recognized on an effective yield basis.The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments through the expected life of the financial liability, or, where appropriate, ashorter period.b) DerivativesThe Company uses interest rate swaps to convert part of the interest-bearing debt from floating to fixed rate.Derivatives are initially recognized at fair value at the date a derivative contract is entered into and are subsequently re-measured to their fair value at eachreporting date. The resulting gain and loss is recognized in profit or loss immediately.Fair Value MeasurementFair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or mostadvantageous) market at the measurement date under current market conditions. Fair value is an exit price regardless of whether that price is directlyobservable or estimated using another valuation technique.Financial assets – receivablesTrade receivables are measured at amortized cost using the effective interest method, less any impairment. Normally the interest element could bedisregarded since the receivables are short term. The Company regularly reviews its accounts receivables and estimates the amount of uncollectiblereceivables each period and establishes an allowance for uncollectible amounts. The amount of the allowance is based on the age of unpaid amounts,information about the current financial strength of customers, and other relevant information.Derecognition of financial assets and financial liabilitiesThe Company derecognizes a financial asset only when the contractual rights to cash flows from the asset expire, or when it transfers the financial asset andsubstantially all risks and reward of ownership of the asset to another entity.The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or expire.Foreign currencyThe functional currency of the Company and each of the Vessel Subsidiaries is the U.S. dollar. This is because the Company’s vessels operate ininternational shipping markets, in which revenues and expenses are settled in U.S. dollars, and the Company’s most significant assets and liabilities in theform of vessels and related liabilities are denominated in U.S. dollars. For the purposes of presenting these consolidated financial statements, the assets andliabilities of the Company’s foreign operations are translated into U.S. dollar using exchange rates prevailing at the end of each reporting period. Income andexpense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during the period, in which case theexchange rates at the date of the transactions are used. Exchange differences arising, if any, are recognized in other comprehensive income and accumulatedin equity. F-12Table of ContentsClassification in the Statement of Financial PositionCurrent assets and current liabilities include items due less than one year from the reporting date, and items related to the operating cycle, if longer, and thoseprimarily held for trading. The current portion of long-term debt is included as current liabilities. Other assets than those described above are classified asnon-current assets.Where the Company holds a derivative as an economic hedge (even if hedge accounting is not applied) for a period beyond 12 months after the reportingdate, the derivative is classified as non-current (or separated into current and non-current).Related partiesParties are related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in makingfinancial and operating decisions. Parties are related if they are subject to common control or common significant influence. Key management personnel ofthe Company are also related parties. All transactions between the related parties are recorded at estimated market value.TaxesThe Company is a foreign corporation that is not subject to United States federal income taxes. Further, the Company is not subject to income taxes imposedby the Marshall Islands, the country in which it is incorporated.The Norwegian management company is subject to taxation in Norway and the subsidiary in Singapore, DHT Ship Management (Singapore) Pte. Ltd. issubject to taxation in Singapore. The subsidiary, Samco Shipholding Pte. Ltd. (including its subsidiaries), have been organized in compliance with theSingaporean shipping tax regime (MSI-AIS), but was withdrawn from the MSI-AIS scheme effective December 31, 2016. The MSI-AIS scheme entails no taxon operating profits from the shipping activity.Income tax expense represents the sum of the taxes currently payable and deferred tax. Taxes payable are provided based on taxable profits at the current taxrate. Deferred taxes are recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding taxbases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all temporary differences and deferred tax assets arerecognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilized.Stock CompensationEmployees of the Company receive remuneration in the form of restricted common stock and stock options that are subject to vesting conditions. Equity-settled share based payment is measured at the fair value of the equity instrument at the grant date.The fair value determined at the grant date is expensed on a straight-line basis over the vesting period, based on the Company’s estimate of equityinstruments that will eventually vest.PensionFor defined benefit retirement plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations beingcarried out at the end of each reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (ifapplicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognizedin other comprehensive income in the period in which it occurs. Remeasurement recognized in other comprehensive income is reflected immediately inretained earnings and will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interestis calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. F-13Table of ContentsThe retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Group’s definedbenefit plan. Any surplus resulting from this calculation is limited to the present value of any economic benefit available in the form of refunds from theplans or reductions in future contributions to the plans.Segment informationThe Company has only one operating segment, and consequently does not provide segment information, except for the entity wide disclosures required.Use of estimatesThe preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the amounts reported inthe financial statements and accompanying notes. Actual results could differ from those estimates. Areas where significant estimates have been applied are: ●Depreciation: As described above, the Company reviews estimated useful lives and residual values each year. Estimated useful lives may changedue to changed end user requirements, costs related to maintenance and upgrades, technological development and competition as well asindustry, environmental and legal requirements. In addition residual value may vary due to changes in market prices on scrap. ●Drydock period: The drydock period impacts the depreciation rate applied to capitalized survey cost. The vessels are required by theirrespective classification societies to go through a dry dock at regular intervals. In general, vessels below the age of 15 years are docked every 5years and vessels older than 15 years are docked every 2 1/2 years. ●Value in use: As described in note 6, in assessing “value in use”, the estimated future cash flows are discounted to their present value. Indeveloping estimates of future cash flows, we must make significant assumptions about future charter rates, future use of vessels, ship operatingexpenses, drydocking expenditures, utilization rates, fixed commercial and technical management fees, residual value of vessels, the estimatedremaining useful lives of the vessels and the discount rate. ●Stock based compensation: Expenditures related to certain stock based compensation grants prior to 2015 were calculated using either a MonteCarlo simulation model or an option pricing model which includes various assumptions including strike price, vesting period, risk free rate andvolatility.Use of judgmentIn the process of applying the Company’s accounting policies, management has made the following judgments which have the most significant effect on theamounts recognized in the financial statements: (a)Commercial PoolsA commercial pool is a joint marketing office through which several shipowners market their ships. Each participating ship provides the commercial poolwith its relative share of required working capital. The contractual relationship between a commercial pool and each participating ship is structured as a timecharter whereby the daily rate earned for the ship is based on actual earnings on a net revenue basis. Net revenues are gross freight less voyage relatedexpenses shared amongst all the participating ships in accordance with a pool point formula and administrative fees for the commercial pool. Thecommercial pool is booking cargo, collecting gross freight, and paying voyage related expenses such as but not limited to bunkers, port charges and brokercommissions. The net revenues are distributed to each participating ship at irregular intervals in accordance with the pool point formula when funds aredeemed available for distribution by the commercial pool. The Company has considered it appropriate to present this type of arrangement on a net basis inthe income statement. F-14Table of Contents (b)ImpairmentEach of the Company’s vessels has been treated as a separate Cash Generating Unit (CGU) as the vessels have cash inflows that are largely independent of thecash inflows from other assets and therefore can be subject to a value in use analysis.Judgment has been applied in connection with the assessment of indicators of impairment or reversal of prior impairment.Application of new and revised International Financial Reporting Standards (IFRSs)(a) New and revised IFRSs, and interpretations mandatory for the first time for the financial year beginning January 1, 2016. The adoption did not haveany material effect on the financial statements. Amendments to IFRS 10, IFRS 12 and IAS 28 Investments Entities: Applying the Consolidation ExceptionThe amendments clarify that the exemption from preparing consolidated financial statements is available to a parent entity that is a subsidiary of aninvestment entity, even if the investment entity measures all its subsidiaries at fair value in accordance with IFRS 10. The amendments also clarify that therequirement for an investment entity to consolidate a subsidiary providing services related to the former’s investment activities applies only to subsidiariesthat are not investment entities themselves.The application of these amendments has had no impact on the Company's consolidated financial statements. Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint OperationsThe amendments provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined in IFRS 3 BusinessCombinations. Specifically, the amendments state that the relevant principles on accounting for business combinations in IFRS 3 and other standards shouldbe applied. The same requirements should be applied to the formation of a joint operation if and only if an existing business is contributed to the jointoperation by one of the parties that participate in the joint operation.A joint operator is also required to disclose the relevant information required by IFRS 3 and other standards for business combinations.The application of these amendments has had no impact on the Company's consolidated financial statements as the Company did not have any suchtransactions in the current year. Amendments to IAS 1 Disclosure InitiativeThe amendments clarify that an entity need not provide a specific disclosure required by an IFRS if the information resulting from that disclosure is notmaterial, and give guidance on the bases of aggregating and disaggregating information for disclosure purposes. However, the amendments reiterate that anentity should consider providing additional disclosures when compliance with the specific requirements in IFRS is insufficient to enable users of financialstatements to understand the impact of particular transactions, events and conditions on the entity’s financial position and financial performance.In addition, the amendments clarify that an entity’s share of the other comprehensive income of associates and joint ventures accounted for using the equitymethod should be presented separately from those arising from the Company, and should be separated into the share of items that, in accordance with otherIFRSs: (i) will not be reclassified subsequently to profit or loss; and (ii) will be reclassified subsequently to profit or loss when specific conditions are met. F-15Table of ContentsAs regards the structure of the financial statements, the amendments provide examples of systematic ordering of grouping of the notes.The application of these amendments has not resulted in any impact on the financial performance or financial position of the Company.Annual Improvements to IFRSs 2012-2014 CycleThe Annual Improvements to IFRSs 2012-2014 Cycle include a number of amendments to various IFRSs, which are summarized below: The amendments to IFRS 5 introduce specific guidance in IFRS 5 for when an entity reclassifies an asset (or disposal group) from held for sale to held fordistribution to owners (or vice versa). The amendments clarify that such a change should be considered as a continuation of the original plan of disposal andhence requirements set out in IFRS 5 regarding the change of sale plan do not apply. The amendments also clarifies the guidance for when held-for-distribution accounting is discontinued. The amendments to IFRS 7 provide additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for thepurpose of the disclosures required in relation to transferred assets. The amendments to IAS 19 clarify that the rate used to discount post-employment benefit obligations should be determined by reference to market yields atthe end of the reporting period on high quality corporate bonds. The assessment of the depth of a market for high quality corporate bonds should be at thecurrency level (i.e. the same currency as the benefits are to be paid). For currencies for which there is no deep market in such high quality corporate bonds, themarket yields at the end of the reporting period on government bonds denominated in that currency should be used instead. The application of these amendments has had no effect on the Company's consolidated financial statements.(b) New and revised IFRSs that are not mandatorily effective (but allow early application) for the year ended December 31, 2016The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective:IFRS 9Financial InstrumentsIFRS 15IFRS 16Revenue from Contracts with Customers (and the related Clarifications)LeasesAmendments to IFRS 2Classification and Measurement of Share-based Payment TransactionsAmendments to IFRS 10 and IAS 28Sale of Contribution of Assets between an Investor and its Associate or Joint VentureAmendments to IAS 7Disclosure Initiative IFRS 9 Financial InstrumentsIFRS 9 issued in November 2009 introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amendedin October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition, and in November 2013 toinclude new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include a) impairmentrequirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a ‘fair value through othercomprehensive income’ (FVTOCI) measurement category for certain simple debt instruments. F-16Table of ContentsKey requirements of IFRS 9: ○all recognized financial assets that are within the scope of IFRS 9 are required to be subsequently measured at amortized cost or fair value.Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that havecontractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortizedcost at the end of subsequent accounting periods. Debt instruments that are held within a business model whose objective is achieved bothby collecting contractual cash flows and selling financial assets, and that have contractual terms that give rise on specified dates to cashflows that are solely payments of principal and interest on the principal amount outstanding, are generally measured at FVTOCI. All otherdebt investments and equity investments are measured at their fair value at the end of subsequent accounting periods. In addition, underIFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held fortrading nor contingent consideration recognized by an acquirer in a business combination to which IFRS 3 applies) in other comprehensive income, with only dividend income generally recognized in profit or loss. ○with regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount ofchange in the fair value of a financial liability that is attributable to changes in the credit risk of that liability is presented in othercomprehensive income, unless the recognition of such changes in other comprehensive income would create or enlarge an accountingmismatch in profit or loss. Changes in fair value attributable to a financial liability's credit risk are not subsequently reclassified to profit orloss. Under IAS 39, the entire amount of the change in the fair value of the financial liability designated as fair value through profit or loss ispresented in profit or loss. ○in relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss modelunder IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected creditlosses at each reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer necessary for a creditevent to have occurred before credit losses are recognized. ○the new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available in IAS 39. UnderIFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types ofinstruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedgeaccounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an 'economic relationship'.Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity's riskmanagement activities have also been introduced.The Company does not anticipate that the application of the IFRS 9 hedge accounting requirements will have a material impact on the Company’sconsolidated financial statements. IFRS 9 is effective for annual periods beginning on or after January 1, 2018 with earlier application permitted.IFRS 15 Revenue from Contracts with CustomersIFRS 15 establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersedethe current revenue recognition guidance including IAS 18 Revenue, IAS 11 Construction Contracts and the related Interpretation when it becomes effective.The core principles of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount thatreflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specially, the Standard introduces a 5-stepapproach to revenue recognition: ○Step 1: Identify the contract(s) with a customer ○Step 2: Identify the performance obligations in the contract ○Step 3: Determine the transaction price ○Step 4: Allocate the transaction price to the performance obligations in the contract ○Step 5: Recognize revenue when (or as) the entity satisfies a performance obligationUnder IFRS 15, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying theparticular performance obligation is transferred to the customer. F-17Table of ContentsFar more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.In April 2016, the IASB issued Clarifications to IFRS 15 in relation to the identification of performance obligations, principal versus agent considerations, aswell as licensing application guidance.We are undertaking a comprehensive approach to assess the impact of the guidance on our business by reviewing our current accounting policies andpractices to identify any potential differences that may result from applying the new requirements to our consolidated financial statements. We do notanticipate that this standard will have a material impact on our consolidated financial statements. We are consulting with other shipping companies on business assumptions, processes, systems and controls to fully determine revenue recognition anddisclosure under the new standard. We continue to make significant progress on our review of the standard. Our initial assessment may change as we continueto refine these assumptions.IFRS 15 is effective for reporting periods beginning on or after January 1, 2018 with earlier application permitted.IFRS 16 LeasesIFRS 16 introduces a comprehensive model for the identification of lease arrangements and accounting treatments for both lessors and lessees. IFRS 16 willsupersede the current lease guidance including IAS 17 Leases and the related interpretations when it becomes effective.IFRS 16 distinguishes leases and service contracts on the basis of whether an identified asset is controlled bya customer. Distinctions of operating leases (off balance sheet) and finance leases (on balance sheet) are removed for lessee accounting, and is replaced by amodel where a right-of-use asset and a corresponding liability have to be recognized for all leases by lessees (i.e. all on balance sheet) except for short-termleases and leases of low value assets.The right-of-use asset is initially measured at cost and subsequently measured at cost (subject to certainexceptions) less accumulated depreciation and impairment losses, adjusted for any remeasurement of the lease liability. The lease liability is initiallymeasured at the present value of the lease payments that are not paid at that date. Subsequently, the lease liability is adjusted for interest and lease payments,as well as the impact of lease modifications, amongst others. Furthermore, the classification of cash flows will also be affected as operating lease paymentsunder IAS 17 are presented as operating cash flows; whereas under the IFRS 16 model, the lease payments will be split into a principal and an interest portionwhich will be presented as financing and operating cash flows respectively.In contrast to lessee accounting, IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17, and continues to require a lessor toclassify a lease either as an operating lease or a finance lease.Furthermore, extensive disclosures are required by IFRS 16.As at December 31, 2016 the Company does not have any bareboat charters or pool arrangements which will typically meet the new definition of a lease.Voyage charters are not likely to meet the new definition, as the charterer typically does not have the right to direct the use of the vessel and similarly,contracts of affreightment are unlikely to meet the definition of a lease, since they are contracts for the provision of a service rather than the use of anidentified asset. Therefore the Company does not anticipate that the application of IFRS 16 will have significant impact on the amounts recognized in theCompany’s consolidated financial statements.IFRS 16 is effective for reporting periods beginning on or after January 1, 2019 with earlier application permitted. F-18Table of ContentsAmendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions The amendments clarify the following: 1.In estimating the fair value of a cash-settled share-based payment, the accounting for the effects of vesting and non-vesting conditions shouldfollow the same approach as for equity-settled share-based payments. 2.Where tax law or regulation requires an entity to withhold a specified number of equity instruments equal to the monetary value of the employee’s tax obligation to meet the employee’s tax liability which is then remitted to the tax authority, i.e. the share-based paymentarrangement has a “net settlement feature”, such an arrangement should be classified as equity-settled in its entirety, provided that the share-based payment would have been classified as equity-settled had it not included the net settlement feature. 3.A modification of a share-based payment that changes the transaction from cash-settled to equity-settled should be accounted for as follows: i. the original liability is derecognised; ii. the equity-settled share-based payment is recognised at the modification date fair value of the equity instrument granted to the extentthat services have been rendered up to the modification date; and iii. any difference between the carrying amount of the liability at the modification date and the amount recognised in equity should berecognised in profit or loss immediately.The amendments are effective for annual reporting periods beginning on or after 1 January 2018 with earlier application permitted. Specific transitionprovisions apply. The Company does not anticipate that the application of the amendments in the future will have a significant impact on the Company'sconsolidated financial statements as the Company does not have any cash-sett led share-based payment arrangements or any arrangements with netsettlement feature. Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint VentureThe amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or jointventure. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in atransaction with an associate or a joint venture that is accounted for using the equity method, are recognized in the parent's profit or loss only to the extent ofthe unrelated investors' interests in that associate or joint venture. Similarly, gains and losses resulting from the remeasurement of investments retained in anyformer subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognized in the formerparent's profit or loss only to the extent of the unrelated investors' interests in the new associate or joint venture.The effective date of the amendments has yet to be set by the IASB; however, earlier application of the amendments is permitted. The Company anticipatethat these amendments may impact the financial statements for future periods.Amendments to IAS 7 Disclosure InitiativeThe amendments require an entity to provide disclosures that enable users of financial statements to evaluate changes in liabilities arising from financingactivities.The amendments apply prospectively for annual periods beginning on or after January 1, 2017 with earlier application permitted. The Company does notanticipate that the application of these amendments will have a material impact on the Company’s consolidated financial statements.Note 3 - Segment informationOperating Segments:Since DHT’s business is limited to operating a fleet of crude oil tankers, management has organized and manages the entity as one segment based upon theservice provided. Consequently, the Company has one operating segment as defined in IFRS 8, Operating Segments. F-19Table of ContentsEntity-wide disclosures:Information about major customers:As of December 31, 2016, the Company had 21 vessels in operation of which nine were on fixed rate time charters and twelve were vessels operating in thespot market.For the period from January 1, 2016 to December 31, 2016, five customers represented $69,521 thousand, $39,471 thousand, $35,209 thousand, $30,422thousand and $25,685 thousand, respectively, of the Company’s revenues.For the period from January 1, 2015 to December 31, 2015, five customers represented $83,929 thousand, $39,224 thousand, $30,745 thousand, $30,582thousand and $25,916 thousand, respectively, of the Company’s revenues.For the period from January 1, 2014 to December 31, 2014, five customers represented $22,200 thousand, $14,200 thousand, $13,900 thousand, $12,900thousand and $12,600 thousand, respectively, of the Company’s revenues.Note 4 - Charter arrangementsThe below table details the Company’s shipping revenues: (Dollars in thousands) 2016 2015 2014 Time charter revenues $118,997 $122,882 $67,309 Voyage charter revenues 234,646 241,679 76,267 Pool revenues - - 4,294 Other shipping revenues 2,366 553 2,919 Shipping revenues $356,010 $365,114 $150,789 F-20Table of ContentsThe following summarizes the Company’s vessel employment as of December 31, 2016: Vessel Type of Employment ExpiryVLCC DHT Ann Spot DHT Chris Spot DHT Condor Time Charter Q1 2017DHT Eagle Spot DHT Falcon Spot DHT Hawk Spot DHT Jaguar Spot DHT Leopard Spot DHT Lion Spot DHT Panther Spot DHT Phoenix Time Charter Q1 2017DHT Puma Spot DHT Amazon Time Charter Q4 2017DHT China Time Charter Q2 2021DHT Europe Time Charter Q1 2018DHT Redwood Time Charter Q1 2018DHT Scandinavia Spot DHT Sundarbans Spot DHT Taiga Time Charter Q4 2017Aframax DHT Cathy Time Charter Q2 2017DHT Sophie Time Charter Q1 2017 Tankers International PoolOne vessel was operated in the Tankers International Pool for the first seven months of 2014. In pools, revenues allocated to the DHT vessels are based on thenumber of days a vessel operates in the pool with weighting adjustments made to reflect differing capacities and performance capabilities. No vesselsoperated in the pool during 2015 or 2016.Future charter payments:The future revenues expected to be received from the fixed rate time charters (not including any potential profit sharing) for the Company’s vessels onexisting charters as of the reporting date and the related revenue days (which represent calendar days, less estimated days that the time chartered vessels arenot available for employment due to repairs or drydock) are as follows:(Dollars in thousands) Year Amount 2017 80,188 2018 18,824 2019 14,974 2020 15,072 2021 3,689 Thereafter - Net charter payments: $132,747 F-21Table of ContentsAny extension periods, unless already exercised as of December 31, 2016, are not included. Revenues from a time charter are not received when a vessel isoff-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time for off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.Deferred Shipping Revenues:Relates to next month charter hire payment paid in advance amounting to $2,154 thousand as of December 31, 2016, $3,575 thousand as of December 31,2015 and $2,428 thousand as of December 31, 2014, respectively.Concentration of risk:As of December 31, 2016, nine of the Company’s twentyone vessels were chartered to five different counterparties and twelve vessels were operated in thespot market. As of December 31, 2015, nine of the Company’s eighteen vessels were chartered to four different counterparties and nine vessels were operatedin the spot market. As of December 31, 2014, eight of the Company’s eighteen vessels were chartered to five different counterparties and ten vessels wereoperated in the spot market. The Company believes that the concentration of risk is limited and can be adequately monitored.Note 5 - Earnings per share (“EPS”)The computation of basic earnings per share is based on the weighted average number of common shares outstanding during the period. The computation ofdiluted earnings per share assumes the exercise of all dilutive stock options and restricted shares using the treasury stock method.For the year ended December 31, 2016, the Company had an increase in earnings per share resulting from the assumption that convertible instruments areconverted, thus any effect of common stock equivalents outstanding would be antidilutive. Antidilutive potential common shares are disregarded in thecalculation of diluted EPS. The following potential ordinary shares are antidilutive and therefore excluded from the weighted average number of ordinaryshares for the purpose of diluted earnings per shares: convertible instruments: 20,647,555 shares.The components of the calculation of basic EPS and diluted EPS are as follows: (Dollars in thousands) 2016 2015 2014 Profit/(loss) for the period used for calculation of EPS - basic $9,260 $105,302 $12,887 Interest and amortization on the convertible notes $ $11,340 $- Profit/(loss) for the period used for calculation of EPS - dilutive $9,260 $116,641 $12,887 Basic earnings per share: Weighted average shares outstanding - basic 93,382,757 92,793,154 73,147,668 Diluted earnings per share: Weighted average shares outstanding - basic 93,382,757 92,793,154 73,147,668 Dilutive equity awards 6,853 92,827 62,669 Dilutive shares related to convertible notes - 19,212,240 Weighted average shares outstanding - dilutive 93,389,610 112,098,221 73,210,337 F-22Table of ContentsNote 6 - Vessels and subsidiariesThe Vessels are owned by companies incorporated in the Marshall Islands or Cayman Islands. The Vessel Subsidiaries are wholly owned directly by theCompany or indirectly through the wholly owned subsidiary DHT Maritime. The primary activity of each of the Vessel Subsidiaries is the ownership andoperation of a Vessel. In addition the Company has a vessel chartering subsidiary and two subsidiaries, DHT Management AS (Norway) and DHT ShipManagement (Singapore) Pte. Ltd., which perform management services for DHT and its subsidiaries. The following table sets out the details of the VesselSubsidiaries included in these consolidated financial statements: CompanyVessel nameDwtFlag StateYear BuiltDHT Tiger LimitedDHT Tiger *** 299,900Hong Kong2017DHT Puma LimitedDHT Puma 299,900Hong Kong2016DHT Panther LimitedDHT Panther 299,900Hong Kong2016DHT Lion LimitedDHT Lion 299,900Hong Kong2016DHT Leopard LimitedDHT Leopard 299,900Hong Kong2016DHT Jaguar LimitedDHT Jaguar 299,900Hong Kong2015Samco Theta LtdDHT Sundarbans 314,240Hong Kong2012Samco Iota LtdDHT Taiga 314,240Hong Kong2012Samco Eta LtdDHT Amazon 314,240RIF2011Samco Kappa LtdDHT Redwood 314,240Hong Kong2011Samco Epsilon LtdDHT China 317,794RIF2007Samco Delta LtdDHT Europe 317,260RIF2007DHT Hawk Inc.DHT Hawk 298,923Hong Kong2007Samco Gamma LtdDHT Scandinavia 317,826Hong Kong2006DHT Falcon Inc.DHT Falcon 298,971Hong Kong2006DHT Condor, Inc.DHT Condor 320,050Hong Kong2004DHT Eagle, Inc.DHT Eagle 309,064Hong Kong2002Chris Tanker CorporationDHT Chris ** 309,285Hong Kong2001Ann Tanker CorporationDHT Ann 309,327Hong Kong2001Newcastle Tanker CorporationDHT Target* 164,626Marshall Islands2001London Tanker CorporationDHT Trader* 152,923Marshall Islands2000DHT Phoenix, Inc.DHT Phoenix 307,151Hong Kong1999Cathy Tanker CorporationDHT Cathy 115,000Marshall Islands2004Sophie Tanker CorporationDHT Sophie 115,000Marshall Islands2003 * The DHT Trader was sold in December 2015, resulting in a total loss of $807 thousand and the DHT Target was sold in May 2016, resulting in a total profitof $138 thousand.** The DHT Chris was sold and delivered to new owners on January 11, 2017. For further information please see note 17.*** The DHT Tiger was delivered from Hyundai Heavy Industries Co. Ltd. (“HHI”) on January 16, 2017. F-23(Dollars in thousands) Vessels Drydock Time chartercontracts Total Cost As of January 1, 2016 1,312,363 19,516 9,700 1,341,581 Additions 11,093 - 11,093 Transferred from vessels under construction 376,751 8,500 - 385,251 Transferred to asset held for sale (62,275) - - (62,275) Disposals (92,344) (11,477) (3,100) (106,920) As of December 31, 2016 1,534,496 27,632 6,600 1,568,729 Accumulated depreciation and impairment As of January 1, 2016 (343,403) (7,462) (4,118) (354,985) Charge for the period (74,385) (8,465) (1,219) (84,069) Impairment charge (78,200) - - (78,200) Transferred to asset held for sale 39,059 - - 39,059 Disposals 72,409 11,477 3,100 86,985 As of December 31, 2016 (384,520) (4,451) (2,237) (391,209) Net book value As of December 31, 2016 1,149,976 23,181 4,363 1,177,521 Cost As of January 1, 2015 1,268,896 24,338 10,680 1,303,915 Additions 100,197 3,545 - 103,742 Disposals (56,730) (8,367) (980) (66,077) As of December 31, 2015 1,312,363 19,516 9,700 1,341,581 Accumulated depreciation and impairment As of January 1, 2015 (306,457) (7,663) (1,627) (315,746) Charge for the period (68,587) (6,388) (3,471) (78,448) Disposals 31,641 6,588 980 39,209 As of December 31, 2015 (343,403) (7,462) (4,118) (354,985) Net book value As of December 31, 2015 968,962 12,053 5,582 986,597 Vessels under construction Cost As of January 1, 2016 215,401 - - 215,401 Additions 219,988 - - 219,988 Impairment charge (6,500) - - (6,500) Transferred to vessels (385,251) - - (385,251) As of December 31, 2016 43,638 - - 43,638 Cost As of January 1, 2015 174,496 - - 174,496 Additions 143,056 - - 143,056 Transferred to vessels (102,151) - - (102,151) As of December 31, 2015 215,401 - - 215,401 Table of ContentsVessels and time charter contracts Vessels under construction:We had one VLCC under construction with HHI as of December 31, 2016, for a purchase price of $97.3 million, of which $48.65 million was paid as of thatdate. The final payment at delivery of the vessel totaling $48.65 million is due in 2017 are planned to be funded with debt financing which has beensecured. The initial pre-delivery installments have been recorded in the statement of financial position as “Advances for vessels under construction” underNon-current assets. Costs relating to vessels under construction include pre-delivery installments to the shipyard and other vessel costs incurred during theconstruction period that are directly attributable to construction of the vessels, including borrowing costs incurred during the construction period. In 2016and in 2015 we capitalized $615 thousand and $712 thousand, respectively, in borrowing costs related to the vessel under construction. In addition toinstallments and borrowing costs, $161 thousand is capitalized as other vessel costs related to the construction period. The amount does not include start-upcost. With regards to two newbuildings ordered in January 2017, please refer to the note 17.F-24Table of ContentsDepreciation:We have assumed an estimated useful life of 20 years for our vessels. Depreciation is calculated taking residual value into consideration. Each vessel’sresidual value is equal to the product of its lightweight tonnage and an estimated scrap rate per ton. Estimated scrap rate used as a basis for depreciation is$300 per ton, unchanged from 2014. Capitalized drydocking costs are depreciated on a straight-line basis from the completion of a drydocking to theestimated completion of the next drydocking.Impairment:A vessel’s recoverable amount is the higher of the vessel’s fair value less cost of disposal and its value in use. The carrying values of our vessels may notrepresent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the costof constructing new vessels. Historically, both charter rates and vessel values have been cyclical. The carrying amounts of vessels held and used by us arereviewed for potential impairment or reversal of prior impairment charges whenever events or changes in circumstances indicate that the carrying amount of aparticular vessel may not accurately reflect the recoverable amount of a particular vessel. Each of the Company’s vessels have been viewed as a separateCash Generating Unit (CGU) as the vessels have cash inflows that are largely independent of the cash inflows from other assets and therefore can be subject toa value in use analysis. In assessing “value in use”, the estimated future cash flows are discounted to their present value. In developing estimates of futurecash flows, we must make significant assumptions about future charter rates, future use of vessels, ship operating expenses, drydocking expenditures,utilization rate, fixed commercial and technical management fees, residual value of vessels, the estimated remaining useful lives of the vessels and thediscount rate. These assumptions are based on current market conditions, historical trends as well as future expectations. Estimated outflows for shipoperating expenses and drydocking expenditures are based on a combination of historical and budgeted costs and are adjusted for assumed inflation. Utilization, including estimated off-hire time, is based on historical experience. Although management believes that the assumptions used to evaluatepotential impairment are reasonable and appropriate, such assumptions are subjective.In the third quarter of 2016 we adjusted the carrying value of our fleet through a non-cash impairment charge totaling $76.6 million due to the decline invalues for second hand tankers.The impairment test was performed on each individual vessel using an estimated weighted average cost of capital, or“WACC,” of 8.26%.As DHT operates in a non-taxable environment, the WACC is the same on a before- and after-tax basis.The rates used for the impairmenttesting are as follows:(a) the estimated current one-year time charter rate for the first three years and (b) the 10-year historical average one-year time charterrate thereafter with both (a) and (b) reduced by 20% for vessels above the age of 15 years. The time charter equivalent rates used for the impairment test as ofSeptember 30, 2016 for the first three years were $31,000 per day and $16,000 per day (being the current one-year time charter rate estimated by brokers), forVLCC and Aframax, respectively, and reduced by 20% for vessels above the age of 15 years. Thereafter the time charter equivalent rates used were $39,409per day and $22,014 per day (being the 10-year historical average one-year time charter rate), for VLCC and Aframax, respectively and reduced by 20% forvessels above the age of 15 years. For vessels on charter we assumed the contractual rate for the remaining term of the charter. If the estimated WACC hadbeen 1% higher, the impairment charge would have been $136,300 thousand. If the estimated future net cash flows after the expiry of fixed charter periodshad been 10% lower, the impairment charge would have been $178,900 thousand. Also, had we used the one-, three-, five-, and ten-year historical average forthe one-year time charter rates for the expected life of the vessels reduced by 20% (those vessels being above the age of 15 years), the impairment chargewould have been $7,600 thousand, $70,400 thousand, $200,800 thousand and $20,800 thousand, respectively.In the first quarter of 2016 we recorded an impairment charge of $8.1 million related to the DHT Target which was agreed to be sold. The impairment chargereflected the difference between the carrying value of the vessel and the estimated net sales price. The vessel was delivered to the buyers in May 2016.F-25Table of ContentsIn 2015, we did not perform an impairment test because we concluded that there were no indicators of impairment or reversal of prior impairment. The keyfactors evaluated included the development in estimated values for our tankers, market conditions (including time charter rates for tankers), our estimatedWACC and the carrying amount of our net assets compared to our market capitalization as of December 31, 2015.In 2014, the impairment tests performed did not result in any impairment charge. However, with respect to the six vessels with prior recorded impairmentcharges we recorded a reversal of prior impairment charges totaling $31,900 thousand. The impairment test as of December 31, 2014 was performed using anestimated WACC of 7.87% (2013: 8.83%). As DHT operates in a non-taxable environment, the WACC is the same on a before- and after-tax basis. The ratesused for the impairment testing are as follows:(a) the estimated current one-year time charter rate for the first three years and (b) the 10-year historical averageone-year time charter rate thereafter with both (a) and (b) reduced by 20% for vessels above the age of 15 years. The time charter equivalent rates used for theimpairment test as of December 31, 2014 for the first three years were $38,000 per day, $32,000 per day and $23,000 per day (being the current one-year timecharter rate estimated by brokers), for VLCC, Suezmax and Aframax, respectively, and reduced by 20% for vessels above the age of 15 years. Thereafter thetime charter equivalent rates used were $41,842 per day, $31,299 per day and $23,598 per day (being the 10-year historical average one-year time charterrate), for VLCC, Suezmax and Aframax, respectively and reduced by 20% for vessels above the age of 15 years. For vessels on charter we assumed thecontractual rate for the remaining term of the charter. If the estimated WACC had been 1% higher, the reversal of prior impairment charges as of December31, 2014 would have been $30,000 thousand and we would have recorded an impairment charge related to some of our vessels of $12,700 thousand as ofDecember 31, 2014. If the estimated future net cash flows after the expiry of fixed charter periods had been 10% lower, the reversal of prior impairmentcharges would have been $14,400 thousand and we would have recorded an impairment charge related to some of our vessels totaling $12,600 thousand. Also, had we used the one-, three-, five-, and ten-year historical average for the one-year time charter rates for the expected life of the vessels reduced by 20%(those vessels being above the age of 15 years), the reversal of prior impairment charges as of December 31, 2014 would have been $7,500 thousand, $7,500thousand, $7,500 thousand and $30,700 thousand, respectively and the impairment charge would have been $24,700 thousand, $25,200 thousand, $28,200thousand and $0, respectively.Intangible assets:Time charter contracts: Carrying amount Carryingamount(Dollars in thousands) Expected useful life 2016 2015Samco Amazon charter Finite - -Samco Redwood charter Finite - -Samco Sundarbans charter Finite - 240Samco China charter Finite 4,363 5,342Samco Taiga charter Finite - -Total 4,363 5,582 Intangible assets with a finite expected useful life are as a general rule amortized on a straight line basis over the expected useful life. The amortizationperiod of the intangible assets are 4.75 years. Time charter contracts are presented on the same line as vessels in the statement of financial position.Pledged assets:20 of the Company’s 21 vessels have been pledged as collateral under the Company’s secured credit facilities.F-26Table of ContentsTechnical Management Agreements:The Company has entered into agreements with technical managers which are responsible for the technical operation and upkeep of the vessels, includingcrewing, maintenance, repairs and dry-dockings, maintaining required vetting approvals and relevant inspections, and to ensure DHT’s fleet complies withthe requirements of classification societies as well as relevant governments, flag states, environmental and other regulations. Under the ship managementagreements, each vessel subsidiary pays the actual cost associated with the technical management and an annual management fee for the relevant vessel.Note 7 - Accounts payable and accrued expensesAccounts payable and accrued expenses consist of the following: (Dollars in thousands) 2016 2015 Accounts payable $3,565 $1,888 Accrued interest 2,942 3,192 Accrued voyage expenses 224 1,207 Accrued employee compensation 4,812 5,340 Other 835 2,309 Total accounts payable and accrued expenses $12,378 $13,935 Note 8 - Financial instruments Classes of financial instruments (Dollars in thousands) Carrying amount Financial assets 2016 2015 Cash and cash equivalents* 109,295 166,775 Accounts receivable and accrued revenues 34,461 40,093 Total $143,756 $206,868 *Cash and cash equivalents include $48,936 thousand in restricted cash in 2016 and $50,830 thousand in 2015, including employee withholding tax. Cashand cash equivalents as of December 31, 2016 also includes $48,650 thousand relating to the financing of DHT Tiger which was drawn on the CreditAgricole credit facility in advance of the delivery of the DHT Tiger on January 16, 2016. Cash and cash equivalents as of December 31, 2015 also includes$50.6 million relating to the financing of DHT Leopard which was drawn on the Nordea/DNB credit facility on December 29, 2015 in advance of the deliveryof the DHT Leopard on January 4, 2016. (Dollars in thousands) Financial liabilities 2016 2015 Accounts payables and accrued expenses $12,378 $13,935 Derivative financial liabilities, current 2,257 3,058 Current portion long term debt 57,521 32,267 Long term debt 643,974 630,201 Derivative financial liabilities, non-current 442 2,876 Total financial liabilities $716,572 $682,337 F-27Table of Contents Categories of financial instruments (Dollars in thousands) Carrying amount Financial assets 2016 2015 Cash and cash equivalents 109,295 166,775 Loans and receivables 34,461 40,093 Total $143,756 $206,868 (Dollars in thousands) Financial liabilities 2016 2015 Fair value through profit or loss $2,699 $5,934 Financial liabilities at amortized cost 713,873 676,403 Total 716,572 682,337 Fair value of financial instruments:It is assumed that fair value of financial instruments is equal to the nominal amount for all financial assets and liabilities. With regards to trade receivablesthe credit risk is not viewed as significant. With regards to the credit facilities, these are floating rate with terms and conditions considered to be accordingto market terms and no material change in credit risk; consequently it is assumed that carrying value has no material deviation from fair value.Measurement of fair value:It is only derivatives that are classified within a fair value measurement category and recognized at fair value in the statement of financial position. Fairvalue measurement is based on Level 2 in the fair value hierarchy as defined in IFRS 13. Such measurement is based on techniques for which all inputs thathave a significant effect on the recorded fair value are observable. Future cash flows are estimated based on forward interest rates (from observable yieldcurves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of various counterparties.Derivatives - interest rate swaps Notional amount Fair value (Dollars in thousands)Expires 2016 2015 2016 2015 Swap pays 4.31%, receive floatingMay 11, 2015 $- - - - Swap pays 2.43%, receive floatingNov. 25, 2016 $- 44,917 - 646 Swap pays 2.7775%, receive floatingJun. 16, 2017 $21,438 23,479 171 1,081 Swap pays 3.0275%, receive floatingOct. 24, 2017 $22,458 24,500 340 1,255 Swap pays 3.315%, receive floatingJun. 29, 2018 $21,438 23,479 608 586 Swap pays 3.565%, receive floatingJun. 29, 2018 $22,458 24,500 708 798 Swap pays 2.865%, receive floatingJun. 29, 2018 $39,813 43,896 872 1,567 Total carrying amount $127,604 184,771 2,699 5,934 F-28Table of Contents Interest bearing debt Remaining Carrying amount (Dollars in thousands)Interest notional 2016 2015 RBS Credit FacilityLIBOR + 1.75% - - 80,500 DHT Hawk/Falcon Credit FacilityLIBOR + 2.50 % - - 41,017 Nordea Credit FacilityLIBOR + 2.50 % 259,757 256,166 276,730 Credit Agricole Credit FacilityLIBOR + 2.19 % 75,912 75,601 36,082 Danish Ship Finance Credit FacilityLIBOR + 2.25 % 46,800 46,432 48,960 Nordea/DNB Credit FacilityLIBOR + 2.25 % 47,500 47,012 50,000 Nordea/DNB Credit FacilityLIBOR + 2.75 % 37,936 37,579 - ABN Amro Credit FacilityLIBOR + 2.60 % 130,713 128,790 - Convertible Senior Notes4.50 % 123,000 109,916 129,179 Total carrying amount 721,619 701,495 662,468 Interest on all our credit facilities is payable quarterly in arrears except the Danish Ship Finance Credit Facility and the Convertible Notes which have interestpayable semi-annual in arrears.The credit facilities are principally secured by the first priority mortgages on the vessels financed by the credit facility, assignments of earnings, pledge ofshares in the borrower, insurances and the borrowers’ rights under charters for the vessels, if any, as well as a pledge of the borrowers’ bank account balances.Note 9 - Financial risk management, objectives and policiesFinancial risk managementThe Company’s principal financial liabilities consist of long term debt, and when applicable current portion of long term debt and derivatives. The mainpurpose of these financial liabilities is to finance the Company’s operations. The Company’s financial assets mainly comprise cash.The Company is exposed to market risk, credit risk and liquidity risk. The Company’s senior management oversees the management of these risks.Market riskMarket risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market pricescomprise four types of risk: interest rate risk, currency risk, commodity price risk and other price risk. Financial instruments affected by market risk are debt,deposits and derivative financial instruments.a) Interest rate riskInterest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. TheCompany’s exposure to the risk of changes in interest rates relates primarily to the Company’s long-term debt with floating interest rates. To manage thisrisk, the Company has at times entered into interest rate swaps in which the Company agrees to exchange, at specified intervals, the difference between fixedand variable rate interest amounts calculated by reference to an agreed-upon notional principal amount. As of December 31, 2016, the Company had fiveinterest rate swaps with a total aggregate notional amount of $127,604 thousand as discussed in Note 8.F-29Table of ContentsInterest rate risk sensitivity:The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and floating rate long term debt. Forfloating rate long term debt, the analysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the whole year.2016: If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s: ●profit for the year ended December 31, 2016 would decrease/increase by $2,355 thousand. ●other comprehensive income would not be affected.2015: If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s: ●profit for the year ended December 31, 2015 would decrease/increase by $1,824 thousand. ●other comprehensive income would not be affected.2014: If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Company’s: ●profit for the year ended December 31, 2014 would decrease/increase by $1,631 thousand. ●other comprehensive income would not be affected.b) Foreign currency riskForeign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company has only immaterial currency risk since all revenue and major expenses, including all vessel expenses and financial expenses are in US dollar.Consequently, no sensitivity analysis is prepared.Credit riskCredit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company isexposed to credit risk from its operating activities (primarily for trade receivables) and from its financing activities, including deposits with banks andfinancial institutions.Credit risks related to receivablesDuring 2016, the Company’s vessels were either trading in the spot market or on short to medium term time charters to different counterparties. As ofDecember 31, 2016, nine of the Company’s twentyone vessels are chartered to five different counterparties and twelve vessels are operated in the spot market.During 2015, the Company’s vessels were either trading in the spot market, on short to medium term time charters to different counterparties. As of December31, 2015, nine of the Company’s eighteen vessels are chartered to four different counterparties and nine vessels are operated in the spot market.During 2014, the Company’s vessels were either trading in the spot market, on short to medium term time charters to different counterparties or beingoperated in Tankers International Pool. As of December 31, 2014, eight of the Company’s eighteen vessels are chartered to five different counterparties andten vessels are operated in the spot market.See Note 5 for further details on employment of the Company’s vessels. Time charter hire is paid to DHT monthly in advance.Credit risk related to cash and cash equivalents and accounts receivablesThe Company seeks to diversify credit risks on cash by holding the majority of the cash in five financial institutions, namely, DNB, Nordea, Credit Agricole,ABN Amro and RBS.F-30Table of ContentsAs of December 31, 2016, five customers represented $5,194 thousand, $4,071 thousand, $3,727 thousand, $3,434 thousand and $2,684 thousand,respectively, of the Company’s accounts receivables.The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting dates was: (Dollars in thousands) 2016 2015 Cash and cash equivalents $109,295 $166,775 Accounts receivable and accrued revenues 34,461 40,093 Maximum credit exposure $143,756 $206,868 Liquidity riskThe Company manages its risk of a shortage of funds by continuously monitoring maturity of financial assets and liabilities, and projected cash flows fromoperations such as charter hire, voyage revenues and vessel operating expenses. Certain of our credit agreements contain financial covenants requiring thatat all times the borrowings under the credit facilities plus the actual or notional cost of terminating any of their interest rates swaps not exceed a certainpercentage of the charter-free market value of the vessels that secure each of the credit facilities. Vessel values are volatile and decline in vessels valuescould result in prepayments under the Company’s credit facilities.The following are contractual maturities of financial liabilities, including estimated interest payments on an undiscounted basis. Swap payments are the neteffect from paying fixed rate/ receive LIBOR. The LIBOR interest spot rate at December 31, 2016 (and spot rate at December 31, 2015 for comparatives) isused as a basis for preparation. As of December 31, 2016 2 to 5 More than (Dollars in thousands) 1 year years 5 years Total Interest bearing loans $84,866 $671,939 $45,121 $801,926 Interest rate swaps 2,308 803 - 3,111 Total $87,174 $672,742 $45,121 $805,037 As of December 31, 2015 2 to 5 More than (Dollars in thousands) 1 year years 5 years Total Interest bearing loans $56,195 $693,799 $14,306 $764,300 Interest rate swaps 4,063 3,687 - 7,750 Total $60,258 $697,486 $14,306 $772,050 Capital management A key objective in relation to capital management is to ensure that the Company maintains a strong capital structure in order to support its business. TheCompany evaluates its capital structure in light of current and projected cash flow, the relative strength of the shipping markets, new business opportunitiesand the Company’s financial commitments. In order to maintain or adjust the capital structure, the Company may adjust or eliminate the amount ofdividends paid to shareholders, issue new shares or sell assets to reduce debt.The Company is within its financial covenants stipulated in its credit agreements.F-31Table of ContentsRBS Credit FacilityThe RBS Credit Facility was repaid in full in September 2016. We entered into the RBS Credit Facility in October 2005. The RBS Credit Facility is securedby, among other things, a first priority mortgage on the vessels financed by the credit facility, a first priority assignment of the insurance proceeds, earnings,charter rights and requisition compensation, a first priority pledge of bank balances and a first priority pledge of all the issued shares of the borrower. TheRBS Credit Facility contains covenants that prohibit the borrower from, among other things, incurring additional indebtedness without the prior consent ofthe lender, permitting liens on assets, merging or consolidating with other entities or transferring all or substantially all of their assets to another person. TheRBS Credit Facility also provides that DHT Maritime, Inc. may not pay dividends to its parent DHT (1) if the charter-free market value of the vessels thatsecure the credit facility is less than 135% of DHT Maritime’s borrowings under the facility plus the actual or notional cost of terminating any outstandinginterest rate swaps, (2)there is a continuing default under the credit facility or (3)the payment of the dividend would result in a default or breach of a loancovenant. In April 2013, we entered into an agreement to amend and restate the RBS Credit Facility whereby, upon satisfaction of certain conditions,including (i) the prepayment of $25,000 thousand, (ii) the payment of an amendment fee and (iii) the provision of an unconditional guarantee by DHT on thefinancial obligations of DHT Maritime under the credit facility, the RBS Credit Facility removed, in its entirety, the financial covenant requiring that at alltimes the charter-free market value of the vessels that secure DHT Maritime’s and its subsidiaries’ obligations under the RBS Credit Facility be no less than120% of their borrowings under the credit facility. Additionally, as part of the amendment, borrowings under the RBS Credit Facility will bear interest at anannual rate of LIBOR plus a margin of 1.75% and beginning in the first quarter of 2016 until the expected maturity of the loan in July 2017, DHT Maritimewill apply the aggregate quarterly free cash flow of DHT Maritime and its subsidiaries (on a consolidated basis) towards prepayment of the loan, less shipoperating and voyage expenses for such quarter, the estimated capital expenses for the next two fiscal quarters, general and administrative expenses for suchquarter, interest charges for such quarter and changes in working capital for such quarter, up to an aggregate amount of $7,500 thousand for each suchquarter. Under the terms of the guarantee, DHT covenants that, throughout the term of the credit facility, DHT on a consolidated basis shall maintainunencumbered cash of at least $20,000 thousand and that DHT will not voluntarily prepay any of its or its subsidiaries’ indebtedness unless, concurrently,with such prepayment, a proportionate amount of the outstanding loan under the RBS Credit Facility is also prepaid. DHT’s ability to pay dividends is notrestricted by the financial covenants stipulated in the RBS Credit Facility.Prior to the amendment in April 2013 the RBS Credit Facility contained a financial covenant requiring that at all times charter-free market value of thevessels that secured the obligations under the credit agreement be no less than 120% of DHT Maritime’s borrowings under the facility plus the actual ornotional cost of terminating any interest rate swaps that the Company enters. In 2012, DHT Maritime made prepayments totaling $37,100 thousand underthe RBS Credit Facility and made a further prepayment of $9,000 thousand in the first quarter of 2013 in order to remain in compliance with the 120%minimum value covenant. In connection with the sale of one vessel in the second quarter of 2013 and two vessels in the second quarter of 2012, we madetotal payments under the RBS Credit Facility of $22,300 thousand and $17,300 thousand, respectively. In June and October 2015, we repaid $2,900thousand and $3,900 thousand, respectively, being the proportionate amount of the outstanding loan under the RBS Credit Facility in connection withvoluntary prepayment under two of our subsidiaries’ indebtedness. In connection with the sale of the DHT Trader in December 2015, we repaid $26,000thousand. In May and June 2016 we repaid $5,500 thousand and $7,500 thousand, respectively, under the cash sweep. In February and June 2016, we repaid$4,900 thousand and $350 thousand, respectively, being the proportionate amount of the outstanding loan under the RBS Credit Facility in connection withvoluntary prepayment under our subsidiaries’ indebtedness. In connection with the sale of the DHT Target in May 2016, we repaid $22,275 thousand. TheRBS Credit Facility was repaid in full in September 2016 in an amount of $39,975 thousand.The DHT Phoenix Credit Facility and the DHT Eagle Credit FacilityThe DHT Phoenix Credit Facility and the DHT Eagle Credit Facility with DVB and DNB, respectively, are secured by, among other things, a first prioritymortgage on the DHT Phoenix and DHT Eagle, respectively, a first priority assignment of the insurance proceeds, earnings, charter rights and requisitioncompensation, a first priority pledge of bank balances, a first priority pledge of all the issued shares of the borrower and a guarantee and indemnity granted byDHT. The credit facilities contain covenants that inter alia prohibit the borrower from, among other things, incurring additional indebtedness without theprior consent of the lender, permitting liens on assets, merging or consolidating with other entities or transferring all or substantially all of their assets toanother person. F-32Table of ContentsThe DHT Phoenix Credit Facility and the DHT Eagle Credit Facility also contain a covenant requiring that at all times the charter-free market value of thevessel that secures the borrowers’ obligations under the credit facility be no less than 130% of the borrowings under the credit facility.The DHT Phoenix Credit Facility and the DHT Eagle Credit Facility are guaranteed by DHT and DHT covenants that, throughout the term of the DHTPhoenix Credit Facility and the DHT Eagle Credit Facility, DHT on a consolidated basis shall maintain unencumbered cash of at least $20,000 thousand,value adjusted tangible net worth of at least $100,000 thousand and value adjusted tangible net worth of no less than 25% of the value adjusted total assets.The DHT Phoenix Credit Facility and the DHT Eagle Credit Facility were prepaid in full in June and October 2015, respectively.DHT Falcon and DHT Hawk Credit FacilityWe entered into the DHT Falcon and DHT Hawk Credit Facility in 2014 in connection with the acquisition of the DHT Falcon and the DHT Hawk. The DHTFalcon and DHT Hawk Credit Facility is secured by, among other things, a first priority mortgage on the DHT Falcon and the DHT Hawk, a first priorityassignment of earnings, insurances and intercompany claims, a first priority pledge of the balances of DHT Falcon Limited’s and DHT Hawk Limited’s bankaccounts and a first priority pledge over the shares in the borrowers. The DHT Falcon and DHT Hawk Credit Facility contains covenants that prohibit theborrowers from, among other things, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging orconsolidating with other entities or transferring all or any substantial part of their assets to another person. The DHT Falcon and DHT Hawk Credit Facilityalso contains a covenant requiring that at all times the charter-free market value of the vessels that secure the borrowers’ obligations under the credit facilitybe no less than 135% of the borrowings under the credit facility.The DHT Falcon and DHT Hawk Credit Facility is guaranteed by DHT and DHT covenants that, throughout the term of the DHT Falcon and DHT HawkCredit Facility, DHT on a consolidated basis shall maintain the value adjusted tangible net worth of $150,000, the value adjusted tangible net worth shall beat least 25% of the value adjusted total assets and unencumbered consolidated cash shall be at least the higher of (i) $20,000 thousand and (ii) 6% of ourgross interest bearing debt with value adjusted defined as an adjustment to reflect the difference between the carrying amount and the market valuations ofthe Company’s vessels (as determined quarterly by an approved broker).The DHT Falcon and Hawk Credit Facility was prepaid in full in February 2016.Credit Agricole Credit FacilityOn October 17, 2006, Samco Gamma Ltd entered into a $49,000 thousand secured credit facility with Credit Agricole for the financing of the SamcoScandinavia. In connection with DHT’s acquisition of Samco in September 2014, we entered into an agreement with Credit Agricole to amend the CreditAgricole Credit Facility whereby, upon satisfaction of certain conditions, borrowings under the credit facility bear interest at an annual rate of LIBOR plus amargin of 1.60% and the financial obligations under the credit facility being guaranteed by DHT.On June 22, 2015, we entered into the New Credit Agricole Credit Facility with Credit Agricole to refinance the outstanding amount under the CreditAgricole Credit Facility that financed the Samco Scandinavia (“Tranche A”) as well as a financing commitment of up to $50 million to fund the acquisitionof one VLCC from HHI (“Tranche B”). The New Credit Agricole Credit Facility is between and among Credit Agricole, as lender, the Credit AgricoleBorrowers, and us, as guarantor. Samco Gamma Ltd. was permitted to borrow the full amount of Tranche A. In 2016, in advance of the delivery of the DHTTiger from HHI on January 16, 2017, we borrowed $48.7 million under Tranche B. Borrowings bear interest at a rate equal to LIBOR + 2.1875%. Tranche Ais repayable in 34 consecutive quarterly installments of $1.1 million from September 2015 to December 2023. Subsequent to a voluntary prepayment of $5.0million in June 2016, Tranche A is repayable with quarterly installments of $1.0 million each. Tranche B is repayable in 28 quarterly installments of $1.0million from March 2017 to December 2023 and a final payment of $30.6 million in December 2023. The New Credit Agricole Credit Facility contains acovenant requiring that at all times the charter-free market value of the vessels that secure the New Credit Agricole Credit Facility be no less than 135% ofborrowings. Also, DHT covenants that, throughout the term of the New Credit Agricole Credit Facility, DHT, on a consolidated basis, shall maintain a valueadjusted tangible net worth of $200 million, the value adjusted tangible net worth shall be at least 25% of the value adjusted total assets, unencumberedconsolidated cash shall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt and DHT, on a consolidated basis shall haveworking capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the marketvaluations of the Company’s vessels (as determined quarterly by an approved broker). The New Credit Agricole Credit Facility is secured by, among otherthings, a first priority mortgage on the Samco Scandinavia and the DHT Tiger, a first priority assignment of earnings, insurances and intercompany claims, afirst priority pledge of the balances of the Borrowers’ bank accounts and a first priority pledge over the shares in the Borrowers. The New Credit AgricoleCredit Facility contains covenants that prohibit the Borrowers from, among other things, incurring additional indebtedness without the prior consent of thelender, permitting liens on assets, merging or consolidating with other entities or transferring all or any substantial part of their assets to another person.F-33Table of ContentsNordea Credit FacilityIn December 2014, we entered into a credit facility in the amount of $302,000 thousand with Nordea, DNB and DVB as lenders, and DHT Holdings, Inc. asguarantor for the re-financing of the Samco Europe, Samco China, Samco Amazon, Samco Redwood, Samco Sundarbans and Samco Taiga as well as thefinancing of the DHT Condor. Borrowings bear interest at a rate equal to LIBOR + 2.50% and are repayable in 20 quarterly installments of $5,100 thousandfrom March 2015 to December 2019 and a final payment of $199,800 thousand in December 2019. The Nordea Credit Facility is secured by, among otherthings, a first priority mortgage on the vessels financed by the Nordea Credit Facility, a first priority assignment of earnings, insurances and intercompanyclaims, a first priority pledge of the balances of each of the borrower’s bank accounts and a first priority pledge over the shares in each of the borrowers. TheNordea Credit Facility contains covenants that prohibit the borrowers from, among other things, incurring additional indebtedness without the prior consentof the lender, permitting liens on assets, merging or consolidating with other entities or transferring all or any substantial part of their assets to another person.The Nordea Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the Nordea Credit Facility beno less than 135% of borrowings. Also, we covenant that, throughout the term of the Nordea Credit Facility, DHT on a consolidated basis shall maintain avalue adjusted tangible net worth of $200,000 thousand, the value adjusted tangible net worth shall be at least 25% of the value adjusted total assets andunencumbered consolidated cash shall be at least the higher of (i) $20,000 thousand and (ii) 6% of our gross interest bearing debt. “Value adjusted” isdefined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (as determined quarterlyby two approved brokers).In July 2016, the credit facility was amended whereby the DHT Amazon (renamed from Samco Amazon) and the DHT Europe (renamed from Samco Europe)was replaced by DHT Hawk, DHT Falcon and DHT Eagle and the quarterly installments changed to $5.8 million with a final payment of $190.4 million inDecember 2019.The ABN AMRO Credit FacilityIn July 2014, we executed a credit facility to fund the acquisition of three VLCCs to be constructed at HHI through a secured term loan facility between andamong ABN AMRO, DVB and Nordea as lenders, three vessel-owning companies as borrowers, and us as guarantor. The borrowers are permitted to borrow upto $141.0 million across three tranches under the ABN AMRO Credit Facility. The ABN AMRO Credit Facility will be for a five-year term from the date ofthe first drawdown, but in any event the final maturity date shall be no later than December 31, 2021, subject to earlier repayment in certain circumstances. Borrowings will bear interest at a rate equal to LIBOR + 2.60% and each tranche is repayable in 20 quarterly installments totaling approximately $2.0 millionand a final payment of $33.2 million in the first quarter of 2021 and $62.7 million in the third quarter of 2021 (assuming no additional repayments discussedbelow). In addition each of the three borrowers shall the first three years make additional repayments of a variable amount equal to free cash flow in the priorquarter capped at $0.3 million per quarter to be applied against the balloon. Free cash flow is defined as an amount calculated as of the last day of eachquarter equal to the positive difference, if any, between (a) the sum of the earnings of the vessels during the quarter and (b) the sum of ship operatingexpenses, voyage expenses, estimated capital expenses for the following two quarters, general & administrative expenses, interest expenses and change inworking capital.F-34Table of ContentsThe ABN AMRO Credit Facility is secured by, among other things, a first priority mortgage on the vessels financed by the ABN AMRO Credit Facility, a firstpriority assignment of earnings, insurances and intercompany claims, a first priority pledge of the balances of each of the borrower’s bank accounts and a firstpriority pledge over the shares in each of the borrowers. The ABN AMRO Credit Facility contains covenants that prohibit the borrowers from, among otherthings, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities ortransferring all or any substantial part of their assets to another person.The ABN AMRO Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessels that secure the ABN AMRO CreditFacility be no less than 135% of borrowings. Also, we covenant that, throughout the term of the ABN AMRO Credit Facility, DHT, on a consolidated basis,shall maintain value adjusted tangible net worth of $100 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets andunencumbered consolidated cash shall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt. “Value adjusted” is defined asan adjustment to reflect the difference between the carrying amount and the market valuations of the company’s vessels (as determined quarterly by anapproved broker).As of December 31, 2016, all three vessels financed by the ABN AMRO Credit Facility had been delivered from HHI and the all three tranches had beendrawn.The Danish Ship Finance Credit FacilityIn November 2014, we entered into a credit facility to fund the acquisition of one of the VLCCs to be constructed at HHI through a secured term loan facilitybetween and among Danish Ship Finance A/S, as lender, a vessel-owning company, as borrower, and us, as guarantor. The borrower is permitted to borrow upto $49.4 million under the Danish Ship Finance Credit Facility. The Danish Ship Finance Credit Facility is for a five-year term from the date of the firstdrawdown in November 2015, subject to earlier repayment in certain circumstances. Borrowings bear interest at a rate equal to LIBOR + 2.25% and arerepayable in 10 semiannual installments of $1.3 million each commencing six months after drawdown and a final payment of $36.4 million at final maturity.The Danish Ship Finance Credit Facility is secured by, among other things, a first priority mortgage on the vessel financed by the Danish Ship Finance CreditFacility, a first priority assignment of earnings, insurances and intercompany claims, a first priority pledge of the balances of the borrower’s bank accountsand a first priority pledge over the shares in the borrower. The Danish Ship Finance Credit Facility contains covenants that prohibit the borrower from,among other things, incurring additional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with otherentities or transferring all or any substantial part of its assets to another person.The Danish Ship Finance Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the Danish ShipFinance Credit Facility be no less than 130% of borrowings. Also, we covenant that, throughout the term of the Danish Ship Finance Credit Facility, DHT, ona consolidated basis, shall maintain value adjusted tangible net worth of $200 million, value adjusted tangible net worth shall be at least 25% of valueadjusted total assets and unencumbered consolidated cash shall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt. “Valueadjusted” is defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the Company’s vessels (asdetermined quarterly by an approved broker).The Nordea/DNB Credit FacilityIn October 2015, we entered into the Nordea/DNB Credit Facility, which allowed borrowings up to $50.0 million to fund the acquisition of one of the VLCCsto be constructed at HHI. The Nordea/DNB Credit Facility is between and among Nordea Bank Norge ASA and DNB Bank ASA, as lenders, a vessel-owningcompany, as borrower, and us, as guarantor. The full amount of the Nordea/DNB Credit Facility was borrowed in December 2015. The Nordea/DNB CreditFacility has a five-year term from the date of the first drawdown, subject to earlier repayment in certain circumstances. Borrowings bear interest at a rate equalto LIBOR + 2.25% and are repayable in 10 semiannual installments of $0.6 million each commencing three months after drawdown and a final payment of$37.5 million at final maturity.F-35Table of ContentsThe Nordea/DNB Credit Facility is secured by, among other things, a first priority mortgage on the vessel financed by the Nordea/DNB Credit Facility, a firstpriority assignment of earnings, insurances and intercompany claims, a first priority pledge of the balances of the borrower’s bank accounts and a first prioritypledge over the shares in the borrower. The Nordea/DNB Credit Facility contains covenants that prohibit the borrower from, among other things, incurringadditional indebtedness without the prior consent of the lender, permitting liens on assets, merging or consolidating with other entities or transferring all orany substantial part of its assets to another person.The Nordea/DNB Credit Facility contains a covenant requiring that at all times the charter-free market value of the vessel that secures the Nordea/DNB CreditFacility be no less than 135% of borrowings. Also, we covenant that, throughout the term of the Nordea/DNB Credit Facility, DHT, on a consolidated basis,shall maintain value adjusted tangible net worth of $200 million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets,unencumbered consolidated cash shall be at least the higher of (i) $20 million and (ii) 6% of our gross interest bearing debt and the borrower and DHT, on aconsolidated basis shall have working capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carryingamount and the market valuations of the Company’s vessels (as determined quarterly by an approved broker).In September 2016, the remaining four vessels financed under the RBS Credit Facility (DHT Ann, DHT Chris, DHT Cathy and DHT Sophie) were included inthe Nordea/DNB Credit Facility as a separate tranche totaling $40.0 million. Borrowings under the $40.0 million tranche bear interest at a rate equal to Libor+ 2.75% and are repayable in 11 quarterly installments of $2.1 million from December 2016 to June 2019 and a final payment of $17.3 million in August2019. Subsequent to the sale of DHT Chris which was delivered to the buyers in January 2017, the credit facility is repayable in quarterly installments of $1.3million with a final payment of $13.1 million in August 2019. The ABN AMRO Revolving Credit Facility In November 2016 the Company entered into a secured five year revolving credit facility with ABN Amro totaling $50.0 million to be used for generalcorporate purposes including security repurchases and acquisition of ships (the “ABN AMRO Revolving Credit Facility”) between and among ABN AMROBank N.V. Oslo Branch (“ABN AMRO”) or any of their affiliates, as lender, Samco Delta Ltd. and Samco Eta Ltd. as borrowers (each, a direct wholly-ownedsubsidiary of us, collectively, the “Borrowers”), and us, as guarantor. The financing bears interest at a rate equal to Libor + 2.50%. As of December 31, 2016there were no amounts outstanding under the ABN AMRO Revolving Credit Facility. The facility reduces by $1.3 million quarterly. The credit facilitycontains a covenant requiring that at all times the charter-free market value of the vessels that secure the credit facility be no less than 135% of borrowings.Also, DHT covenants that, throughout the term of the credit facility, DHT, on a consolidated basis, shall maintain value adjusted tangible net worth of $200million, value adjusted tangible net worth shall be at least 25% of value adjusted total assets, unencumbered consolidated cash shall be at least the higher of(i) $20 million and (ii) 6% of our gross interest bearing debt and the borrower and DHT, on a consolidated basis shall have working capital greater than zero. “Value adjusted” is defined as an adjustment to reflect the difference between the carrying amount and the market valuations of the company’s vessels (asdetermined quarterly by an approved broker).Convertible Senior NotesIn September 2014, in connection with the acquisition of the shares in Samco, we issued $150,000 thousand principal amount of convertible senior notes in aprivate placement. We pay interest at a fixed rate of 4.50% per annum, payable semiannually in arrears. The convertible senior notes are convertible intocommon stock of DHT at any time until one business day prior to their maturity. The initial conversion price for the convertible senior notes is $8.125 pershare of common stock (equivalent to an initial conversion rate of 123.0769 shares of common stock per $1,000 thousand aggregate principal amount ofconvertible senior notes), subject to customary anti-dilution adjustments. The conversion price is subject to adjustment based on cash dividends paid on ourcommon stock and as of December 31, 2016 the conversion price was $6.6570. We received net proceeds of approximately $145,500 thousand (afterplacement agent expenses, but before other transaction expenses). The convertible senior notes were initially recognized at fair value, but are carried atamortized cost. The value of the conversion option is being calculated using a Black & Scholes model. Fees related to the issue of the convertible seniornotes are amortized over the life of the convertible senior notes. In 2016 we acquired in the open market $27.0 million of our convertible senior notes at anaverage price of 91.7% of par. The outstanding amount subsequent to the repurchases is $123.0 million.F-36(Dollars in thousands, except per share data) Common stock Preferred stock Issued at December 31, 2014 92,510,086 - Restricted stock issued 399,850 - Issued at December 31, 2015 92,909,936 - Restricted stock issued 883,699 Purchase of treasury shares 359,831 Issued at December 31, 2016 93,433,804 Par value $0.01 $ 0.01Shares to be issued assuming conversion of convertible notes* 23,223,632 Number of shares authorized for issue at December 31, 2016 150,000,000 Table of ContentsNote 10 - Stockholders’ equity and dividend paymentStockholders’ equity: * Assuming the maximum fundamental change conversion rate. Common stockEach outstanding share of common stock entitles the holder to one vote on all matters submitted to a vote of stockholders..Convertible Notes OfferingPlease see note 9 for information on the convertible senior notes.Preferred stock:Terms and rights of preferred shares will be established by the board when or if such shares would be issued.Series B Participating Preferred stockUnder the terms of the Private Placement that closed in November 2013, 97,579 shares of Series B Participating Preferred Stock, par value $0.01 per share,were designated and issued by the Company. The Series B Participating Preferred Stock participated with the common stock in all dividend payments anddistributions in respect of the common stock (other than dividends and distributions of common stock or subdivisions of the outstanding common stock) prorata, based on each share of the Series B Participating Preferred Stock equaling 100 shares of common stock. In addition, one share of issued and outstandingSeries B Participating Preferred Stock equaled 100 shares of common stock for purposes of voting rights. On February 4, 2014, all issued and outstandingshares of our Series B Participating Preferred Stock were mandatorily exchanged into shares of common stock at a 1:100 ratio. The full terms of the Series BParticipating Preferred Stock are governed by a Certificate of Designation.With regards to the one-year shareholder rights plan adopted by DHT’s Board in January 2017, please refer to the note 17 (“Subsequent Events”).F-37Dividend payment as of December 31, 2016: Per share Payment date:Totalpayment Common February 24, 2016$ 19.7 million $0.21 May 25, 2016$ 23.3 million $0.25 August 31, 2016$ 21.5 million $0.23 November 23, 2016$ 1.9 million $0.02 Total payment as of December 31, 2016:$ 66.4 million $0.71 Dividend payment as of December 31, 2015: Per share Payment date:Totalpayment Common February 19, 2015$ 4.6 million $0.05 May 22, 2015$ 13.9 million $0.15 August 20, 2015$ 13.9 million $0.15 November 25, 2015$ 16.7 million $0.18 Total payment as of December 31, 2015:$ 49.2 million $0.53 Dividend payment as of December 31, 2014: Per share Payment date:Totalpayment Common February 13, 2014$ 1.4 million $0.02 May 22, 2014$ 1.4 million $0.02 September 17, 2014$ 1.4 million $0.02 November 26, 2014$ 1.9 million $0.02 Total payment as of December 31, 2014:$ 6.0 million $0.08 (Dollars in thousands) 2016 2015 2014 Total Compensation to Employees and Directors $15,998 $17,626 $12,962 Office and Administrative Expenses 2,213 2,407 1,797 Audit, Legal and Consultancy 1,180 1,573 3,303 Total General and Administrative Expenses $19,391 $21,607 $18,062 Table of Contents Dividend payment: On February 22, 2017, DHT paid a dividend of $0.08 per common share to shareholders of record as of February 14, 2017, resulting in a total dividendpayment of approximately $7.5 million. Note 11 - General & Administrative ExpensesGeneral and Administrative Expenses: Stock CompensationThe Company has an Incentive Compensation Plan (“Plan”) for the benefit of Directors and senior management. Different awards may be granted under thisPlan, including stock options, restricted shares / restricted stock units and cash incentive awards.F-38 Number of Vesting Fair value shares/ options Period at grant date (1) Granted October 2005, stock options * 965 10 years $144.00 (2) Granted March 2012, restricted shares 14,515 3 years 13.80 (3) Granted June 2013, restricted shares 155,000 4 years 4.15 (4) Granted June 2013, stock options** 155,000 5 years 1.31 (5) Granted June 2013, stock options** 155,000 5 years 0.97 (6) Granted February 2014, restricted shares 29,333 3 years 6.92 (7) Granted February 2014, restricted shares 29,333 3 years 6.33 (8) Granted February 2014, restricted shares 29,333 3 years 5.63 (9) Granted February 2014, restricted shares 88,000 3 years 7.61 (10) Granted June 2014, restricted shares 95,666 3 years 6.41 (11) Granted June 2014, restricted shares 95,666 3 years 5.74 (12) Granted June 2014, restricted shares 95,666 3 years 5.13 (13) Granted June 2014, restricted shares 287,000 3 years 7.15 (14) Granted January 2015, restricted shares 850,000 3 years 8.81 (15) Granted January 2016, restricted shares 824,000 2 years $6.65 Table of ContentsStock OptionsThe exercise price for options cannot be less than the fair market value of a common stock on the date of grant.Restricted sharesRestricted shares can neither be transferred nor assigned by the participant.Vesting conditionsAwards issued vest subject to continued employment/office. The awards have graded vesting. For some of the awards there is an additional vestingcondition requiring certain market conditions to be met.The Plan may allow for different criteria for new grants.Stock Compensation Series: __________________* The stock options in item (1) above expired in September 2015.** The exercise price for the options in item (4) and (5) above is $7.75 and $10.70, respectively, to be adjusted for dividends declared and paid subsequent tothe grant date.The following reconciles the number of outstanding restricted common stock and share options:F-39 Restrictedcommon stock Share options Weighted averageexercise price ** Outstanding at December 31, 2013 493,523 310,965 9.64 Granted 750,000 Exercised* 324,008 Forfeited Outstanding at December 31, 2014 919,515 310,965 9.64 Outstanding at December 31, 2014 919,515 310,965 9.64 Granted 850,000 Exercised* 383,683 Forfeited 965 Outstanding at December 31, 2015 1,385,832 310,000 $9.64 Outstanding at December 31, 2015 1,385,832 310,000 9.64 Granted 824,000 Exercised* 833,012 Forfeited - Outstanding at December 31, 2016 1,376,820 310,000 $9.64 (Dollars in thousands) 2016 2015 2014 Expense recognized from stock compensation 6,936 7,436 3,241 Table of Contents __________________*Does not include shares in lieu of dividends**To be adjusted for dividends declared and paid subsequent to the respective grant dates.The fair value on the vesting date for shares that vested in 2016 was $5.67 for 285,362 shares, $5.78 for 530,594 shares and $3.86 for 67,744 shares. The fairvalue on the vesting date for shares that vested in 2015 was $7.35 for 318,264 shares, $6.90 for 13,750 shares and $7.82 for 51,669 shares. The fair value onthe vesting date for shares that vested in 2014 was $7.88 for 155,000 shares, $8.06 for 14,515 shares, $7.90 for 139,000 shares and $6.99 for 14,514 shares. All share based compensation is equity settled and no payments were made for the vested shares. The weighted average contractual life for the outstandingstock compensation series was 0.69 years as of December 31, 2016.Valuation of Stock CompensationFor the year 2015, a total of 824,000 shares of restricted stock were awarded to management and the board of directors in January 2016, vesting in equalamounts on February 4, 2016, 2017 and 2018, respectively subject to continued employment or office, as applicable. The calculated fair value at grant datewas equal to the share price at grant date. For the year 2014, a total of 850,000 shares of restricted stock were awarded to management and the board ofdirectors in January 2015, vesting in equal amounts on the first three anniversaries of the award subject to continued employment or office, as applicable. The calculated fair value at grant date was equal to the share price at grant date.In January 2015, the vesting criteria for all restricted shares awarded for the year 2013 that vest subject to continued employment or office with us, asapplicable, and certain market conditions was changed to be subject to continued employment or office, as applicable, only. The change resulted in anincrease in the fair value of the restricted shares totaling $387 which is recognized over the remaining vesting period in a manner similar to the originalamount.F-40(Dollars in thousands) 2016 2015 2014 Cash Compensation $4,162 $5,434 $3,957 Pension cost 158 167 254 Share compensation * 6,227 6,223 2,777 Total remuneration $10,547 $11,823 $6,989 2016 2015 2014 Executives and Directors as a group* 2,416,385 1,967,768 1,591,835 Table of ContentsCompensation of Executives and Directors:Remuneration of Executives and Directors as a group: *Share compensation reflects the expense recognized Shares held by executives and directors: *Includes 1,184,155 (2015: 1,234,166, 2014: 919,515) shares of restricted stock subject to vesting conditions.In connection with termination of an Executive’s employment, the Executives of the Company may be entitled to an amount equal to 18 months base salaryand any unvested equity awards may become fully vested.F-41Table of ContentsNote 12 - Related partiesRelated party transactions relate to the Company’s subsidiaries, associated company, employees and members of the board of directors.Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed in this note.Subsequent to DHT’s acquisition of the shares in Samco, the Company owns 50% of Goodwood. As of December 31, 2016, Goodwood is the technicalmanager for 19 of the Company’s vessels. In 2016, total technical management fees paid to Goodwood were $2,234 thousand. In 2015, total technicalmanagement fees paid to Goodwood were $1,943 thousand.Further, DHT has issued certain guarantees for certain of its subsidiaries. This mainly relates to the the Nordea Credit Facility, the Danish Ship Finance CreditFacility, The Nordea/DNB Credit Facility, the New Credit Agricole Credit Facility, the ABN AMRO Credit Facility and the ABN AMRO Revolving CreditFacility which are all guaranteed by DHT Holdings.In connection with the Private Placement in November 2013, affiliates of Tufton Oceanic Limited purchased 1,827,000 shares of our common stock and13,305 shares of our Series B Participating Preferred Stock. Erik A. Lind, the chairman of our board of directors, is the Chief Executive Officer and a directorof Tufton Oceanic Limited. In connection with the February 2014 Registered Direct Offering, we sold 1,352,800 shares of common stock to affiliates ofTufton Oceanic Limited. In connection with the September 2014 Registered Direct Offering, we sold 769,000 shares of common stock to affiliates of TuftonOceanic Limited and in connection with the private placement of $150 million aggregate principal amount of convertible senior notes in September 2014,we sold convertible senior notes amounting to $11,380,000 to affiliates of Tufton Oceanic Limited.Note 13 – PensionsThe Company is required to have an occupational pension scheme in accordance with the Norwegian law on required occupational pension (“lov omobligatorisk tjenestepensjon”) for the employees in DHT Management AS. The company’s pension schemes satisfy the requirements of this law andcomprises a closed defined benefit scheme. At the end of the year, there were 10 participants in the benefit plan.Defined benefit pensionThe Company established a defined benefit plan for qualifying employees in 2010. Under the plan, the employees, from the age 67, are entitled to 70% ofthe base salary at retirement date. Parts of the pension are covered by payments from the National Insurance Scheme in Norway. The defined benefit plan isinsured through an insurance company.F-42Table of Contents (Dollars in thousands) Calculation of this year’s pension costs: 2016 2015 2014 Current service cost 344 289 223 Financial costs 6 6 6 Pension costs for the year 350 296 229 The amounts recognised in the statement of financial position at the reporting date are as follows: 2016 2015 2014 Present value of the defined benefit obligation 1,128 949 688 Fair value of plan assets 963 801 661 Net pension obligation 165 148 27 Remeasurement loss 60 48 204 Net balance sheet recorded pension liability December 31 225 196 231 2016 2015 2014 Change in gross pension obligation: Gross obligation January 1 945 706 517 Current service cost 360 285 219 Interest charge on pension liabilities 27 24 25 Past service cost - curtailment/plan amendment (19) - - Settlement (gain) (128) - - Social security expenses (48) (43) (42)Remeasurements loss/(gain) (18) (27) 174 Exchange rate differences (8) (20) (57)Gross pension obligation December 31 1,111 925 836 2016 2015 2014 Change in gross pension assets: Fair value plan asset January 1 744 511 394 Interest income 17 24 15 Settlement (128) - - Employer contribution 338 303 300 Remeasurements (loss)/gain (79) (79) (66)Exchange rate differences (7) (30) (38)Fair value plan assets December 31 886 728 605 The Company expects to contribute $325 thousand to its defined benefit pension plan in 2017. Assumptions 2016 2015 2014 Discount rate 2.60 % 2.70 % 3.00 %Yield on pension assets 2.60 % 2.70 % 3.00 %Wage growth 2.50 % 2.50 % 3.25 %G regulation* 2.25 % 2.25 % 3.00 %Pension adjustment 0.00 % 0.00 % 0.10 %Average remaining service period 19 18 18 *Increase of social security base amount (“G”) as per Norwegian regulations. F-43Table of Contents Note 14 – TaxThe Company is a foreign corporation that is not subject to United States federal income taxes. Further, the Company is not subject to income taxes imposedby the Marshall Islands, the country in which it is incorporated. The subsidiary, Samco Shipholding Pte. Ltd., is exempted from tax under Section 13F ofSingapore Income Tax Act, Chapter 134. The Norwegian management company, DHT Management AS, is subject to income taxation in Norway. The taxeffects for the Company are disclosed below. Specification of income tax:(Dollars in thousands) 2016 2015 2014 Income tax payable $100 $119 $205 Tax expenses related to previous year -10 3 (152)Change in deferred tax 4 7 34 Total income tax expense $95 $128 $86 Specification of temporary differences and deferred tax: December 31, December 31, December 31, (Dollars in thousands) 2016 2015 2014 Property, plant and equipment $(89) $(74) $(18) Pensions 225 (196) (231) Total basis for deferred tax (314) (270) (249) Deferred tax liability (24%) 1) 2) $(75) $(68) $(67) 1) Due to materiality, not recognized on a separate line in the statements of financial position2) The general income tax rate is reduced from 25% to 24%, effective from fiscal year 2017 and reduced from 27% to 25%, effectivefrom fiscal year 2016. Reconciliation of effective tax rate:(Dollars in thousands) 2016 2015 2014 Profit/(loss) before income tax $9,354 $105,430 $12,973 Expected income tax assessed at the tax rate for the Parent company (0%) - - - Adjusted for tax effect of the following items: Income in subsidiary, subject to 25% income tax 95 128 86 Total income tax expense $95 $128 $86 F-44Table of Contents Note 15 - Investment in associate company (Dollars in thousands)2016 2015 Investment in associate company $3,412 $2,976 Details of associate are as follows: Name of associate Principal activities Place of incorporation andbusiness Effective equity interest 2016 2015Goodwood Ship Management Pte. Ltd. Ship management Singapore 50 % 50 % The following summarizes the share of profit of the associate that are accounted for using the equity method: (Dollars in thousands) Company's share of - Profit after taxation $649 $467 - Other comprehensive income for the year, net of tax $28 $- - Total comprehensive income for the year $677 $467 Note 16 - Condensed Financial Information of DHT Holdings, Inc. (parent company only)SEC Rule 5-04 Schedule I of Regulation S-X requires DHT to disclose condensed financial statements of the parent company when the restricted net assets ofconsolidated subsidiaries exceeds 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of the test,restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of consolidated subsidiaries (afterintercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company by subsidiaries in the form ofloans, advances or cash dividends without the consent of a third party (i.e., lender, regulatory agency, foreign government, etc.).The restricted net assets of consolidated subsidiaries exceeded 25% of the consolidated net assets of the parent company as of December 31, 2016, 2015, and2014. The restricted assets mainly relate to assets restricted by covenants in our secured credit agreements entered into by the Company’s vessel owningsubsidiaries.F-45Table of Contents FINANCIAL POSITION (Dollars in thousands) ASSETS December 31, December 31, December 31, Current assets 2016 2015 2014 Cash and cash equivalents $6,043 $53,645 $82,664 Accounts receivable and prepaid expenses 4,554 406 399 Deposit for vessel acquisition 50,138 214,905 174,496 Total current assets $60,735 $268,956 $257,559 Investments in subsidiaries $527,149 $439,955 $438,031 Loan to subsidiaries 357,776 201,312 153,748 Investment in associate company 201 - - Total non-current assets $885,127 $641,266 $591,779 Total assets $945,862 $910,222 $849,338 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued expenses $1,848 $1,996 $11,538 Amounts due to related parties 125,870 3,469 3,111 Total current liabilities $127,718 $5,465 $14,649 Non-current liabilities Long term debt 109,916 129,179 124,608 Total non-current liabilities $109,916 $129,179 $124,608 Total liabilities $237,634 $134,644 $139,257 Stockholders' equity Stock $934 $929 $925 Paid-in additional capital 839,008 834,769 827,863 Accumulated deficit (131,714) (60,121) (118,707)Total stockholders equity $708,228 $775,578 $710,081 Total liabilities and stockholders' equity $945,862 $910,222 $849,338 F-46Table of Contents INCOME STATEMENT (Dollars in thousands) Jan. 1 - Dec. 31, Jan. 1 - Dec. 31, Jan. 1 - Dec. 31, 2016 2015 2014 Revenues $6,770 $4,894 $6,483 Impairment charge (18,132) (9,500) - Dividend income 16,900 125,400 15,000 General and administrative expense (14,525) (12,769) (14,424)Operating income $(8,987) $108,025 $7,060 Interest income $14,559 $10,692 $8,944 Interest expense (11,494) (11,340) (3,215)Other financial income/(expenses) 693 403 (463)Profit for the year $(5,228) $107,780 $12,326 Statement of Comprehensive Income Profit for the year $(5,228) $107,780 $12,326 Other comprehensive income: Items that will not be reclassified subsequently to profit or loss: - - - Items that may be reclassified subsequently to profit or loss: - - - Total comprehensive income for the period $(5,228) $107,780 $12,326 Attributable to the owners $(5,228) $107,780 $12,326 In the condensed financial statement of parent company, the parent company’s investments in subsidiaries were recorded at cost less any impairment. Anassessment for impairment was performed when there was an indication that the investment had been impaired or the impairment losses recognized in prioryears no longer existed.F-47Table of ContentsCASH FLOW (Dollars in thousands) Jan. 1 - Dec. 31, Jan. 1 - Dec. 31, Jan. 1 - Dec. 31, 2016 2015 2014 Cash Flows from Operating Activities: Profit for the year $(5,228) $107,780 $12,326 Items included in net income not affecting cash flows: Amortization 4,982 4,571 1,246 Impairment charge 18,132 - - Compensation related to options and restricted stock 7,365 6,911 1,597 Changes in operating assets and liabilities: Accounts receivable and prepaid expenses (4,148) (7) 8,703 Accounts payable and accrued expenses (148) (1,980) 2,352 Amounts due to related parties 122,401 358 (1,492)Net cash provided by operating activities $143,357 $117,632 $24,731 Cash flows from Investing Activities Investments in subsidiaries $(1,022) $(9,486) $(338,011)Loan to subsidiaries (63,985) (47,564) (68,572)Investment in vessels (32,219) (40,409) (137,401)Net cash provided by/(used) in financing activities $(97,227) $(97,458) $(543,985) Cash flows from Financing Activities Issuance of stock $- $- $360,340 Cash dividends paid (66,365) (49,194) (6,012)Purchase of treasury shares (2,031) - - Issuance of convertible bonds - - 145,862 Purchase of convertible bonds (25,334) - - Net cash provided by/(used) in financing activities $(93,731) $(49,194) $500,190 Net increase/(decrease) in cash and cash equivalents $(47,602) $(29,019) $(19,063)Cash and cash equivalents at beginning of period 53,645 82,664 101,728 Cash and cash equivalents at end of period $6,043 $53,645 $82,664 The condensed financial information of DHT Holdings Inc. has been prepared using the same accounting policies as set out in the accompanyingconsolidated financial statements except that the cost method has been used to account for investments in its subsidiaries.A reconciliation of the profit/(loss) and equity of the parent company only between cost method of accounting and equity method of accounting forinvestments in its subsidiaries are as follows: (Dollars in thousands) Jan. 1 -Dec. 31, Jan. 1 - Dec.31, Jan. 1 - Dec.31, 2016 2015 2014 Profit/(Loss) Reconciliation (Loss)/profit of the parent company only under cost method off accounting $(5,228) $107,780 $12,326 Additional profit/(loss) if subsidiaries had been accounted for using equity method of accounting as opposed tocost method of accounting 14,467 (2,456) 61 Profit of the parent company only under equity method of accounting $9,239 $105,325 $12,387 (Dollars in thousands)December 31, December 31, 2016 2015 Equity Reconciliation Equity of the parent company only under cost method of accounting $708,228 $775,578 Additional profit if subsidiaries had been accounted for using equity method of accounting as opposed to cost methodof accounting (2,588) (17,055)Equity of the parent company only under equity method of accounting $705,640 $758,522 F-48Table of ContentsDividends from subsidiaries are recognized when they are authorized. During the year ended December 31, 2016, the parent company recorded dividendincome from its subsidiaries of $16,900 thousand. During the year ended December 31, 2015, the parent company recorded dividend income from itssubsidiaries of $125,400 thousand. During the year ended December31, 2014, the parent company recorded dividend income from its subsidiaries of$15,000 thousand.The credit facility for DHT Maritime, Inc., a subsidiary of the parent company, had restrictions on the ability to transfer funds to the registrants in the form ofdividends of any kind. The restricted net assets amounted to $0, $72,852 thousand and $84,437 thousand as of December 31, 2016, 2015 and 2014,respectively.During the year ended December 31, 2016, the parent company was a guarantor for the following credit facilities: The RBS Credit Facility, the DHT Falconand DHT Hawk Credit Facility, the New Credit Agricole Credit Facility, the Nordea Credit Facility, the Danish Ship Finance Credit Facility, the Nordea/DNBCredit Facility, the ABN Amro Credit Facility and the ABN Amro Revolving Credit Facility. During the year ended December 31, 2015, the parent companywas a guarantor for the following credit facilities: The DHT Phoenix Credit Facility, the DHT Eagle Credit Facility, the RBS Credit Facility, the DHT Falconand DHT Hawk Credit Facility, the New Credit Agricole Credit Facility, the Credit Agricole Credit Facility, the Nordea Credit Facility, the Danish ShipFinance Credit Facility and the Nordea/DNB Credit Facility. During the year ended December 31, 2014, the parent company was a guarantor for thefollowing credit facilities: The DHT Phoenix Credit Facility, the DHT Eagle Credit Facility, the RBS Credit Facility, the DHT Falcon and DHT Hawk CreditFacility, the Credit Agricole Credit Facility, the Nordea Credit Facility and the Danish Ship Finance Credit Facility. Please refer to Note 9 for furtherinformation about the parent company guarantees.Note 17 - Events after the reporting dateDelivery of newbuildingThe VLCC newbuilding DHT Tiger was delivered from HHI on January 16, 2017.Newbuilding contracts VLCCsIn January 2017, we entered into an agreement with Hyundai Heavy Industries for the construction of two VLCCs of 319,000 dwt scheduled for delivery inJuly and September 2018. The contract price for each of the newbuildings is $79.99 million, including certain additions and upgrades to the standardspecification but excluding optional scrubbers.Sale of vesselsThe DHT Chris which was agreed sold in October 2016 for $23.7 million and was delivered to the Buyers on January 11, 2017.In February 2017, we agreed to the sale of DHT Phoenix for a price $19.1 million. The vessel is expected to be delivered to the buyers in the second quarterof 2017. The vessel is debt free and we will record a book loss of about $3.5 million in the first quarter 2017 in connection with the sale. Restricted SharesFor the year 2016, a total of 900,000 shares of restricted stock were awarded to management and the board of directors in January 2017, subject to vestingconditions in equal amounts on the February 4, 2017, 2018 and 2019, respectively subject to continued employment or office, as applicable. On January 30,2017, a total of 530,594 shares (including shares in lieu of dividends) related to prior awards vested and were issued to management and members of theboard of directors.DividendOn January 30, 2017, DHT announced that it would pay a dividend of $0.08 per common share on February 22, 2017, to shareholders of record as of February14, 2017. This resulted in a total dividend payment of $7,570 thousand.F-49Table of ContentsApproval of financial statementsThe financial statements were approved by the board of directors on March 15, 2017 and authorized for issue.Financing of newbuilding VLCCsIn February 2017, we obtained a financing commitment to fund the acquisition of the two VLCC newbuildings ordered from HHI in January 2017 through asecured term credit facility (the “DNB/Nordea 2018 NB Credit Facility”) that will be between and among DNB and Nordea, as lenders, two special purposecompanies (direct wholly-owned subsidiaries of us, the “DNB/Nordea Borrowers”), and us, as guarantor. The DNB/Nordea Borrowers will be permitted toborrow up to $82.5 million under the DNB/Nordea 2018 NB Credit Facility. The DNB/Nordea 2018 NB Credit Facility, which is divided 50/50 between aterm loan and a revolving credit facility, will be for a five-year term. Borrowings will bear interest at a rate equal to LIBOR plus a margin of 250 basis points.Unsolicited offer for all outstanding sharesIn January 2017, we received a non-binding, highly conditional proposal from Frontline Ltd. to acquire all of the outstanding shares of common stock ofDHT in a stock-for-stock transaction. Frontline proposed an exchange ratio of 0.725 of a Frontline share for each share of DHT. In the proposal letterdelivered to DHT’s Board of Directors, Frontline also disclosed that it has acquired more than 15 million shares of DHT, or approximately 16% of DHT’soutstanding common stock. In response to this proposal our board of directors adopted a shareholder rights plan (“Rights Plan”) and declared a dividend ofone preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share, of DHT to purchase from DHT one ten-thousandth of a share of Series C Junior Participating Preferred Stock, par value $0.01 per share, of DHT at a price of $22.00 per one ten-thousandth of a shareof Series C Junior Participating Preferred Stock, subject to adjustment as provided in the Rights Agreement dated as of January 29, 2017 (as the same may beamended from time to time, the “Rights Agreement”), between DHT and American Stock Transfer & Trust Company, LLC, as Rights Agent. The descriptionand terms of the Rights are set forth in the Rights Agreement. Our board of directors also unanimously rejected Frontline’s proposal citing that the proposalwas wholly inadequate and not in the best interests of DHT or its shareholders.In February 2017, we received a revised proposal from Frontline Ltd to acquire all of the outstanding shares of common stock of DHT at an exchange ratio of0.8 Frontline shares for each DHT share. Our board of directors unanimously rejected Frontline's revised proposal citing that it was wholly inadequate and notin the best interests of DHT or its shareholders. F-50Exhibit 8.1 Subsidiaries of DHT Holdings, Inc.NameJurisdiction Ann Tanker CorporationMarshall IslandsCathy Tanker CorporationMarshall IslandsChris Tanker CorporationMarshall IslandsDHT Chartering, Inc.Marshall IslandsDHT Condor, Inc.Marshall IslandsDHT Eagle, Inc.Marshall IslandsDHT Falcon, Inc.Marshall IslandsDHT Hawk, Inc.Marshall IslandsDHT Jaguar LimitedMarshall IslandsDHT Leopard LimitedMarshall IslandsDHT Lion LimitedMarshall IslandsDHT Management ASNorwayDHT Maritime, Inc.Marshall IslandsDHT Panther LimitedMarshall IslandsDHT Phoenix, Inc.Marshall IslandsDHT Puma LimitedMarshall IslandsDHT Ship Management (Singapore) Pte. Ltd.SingaporeDHT Tiger LimitedMarshall IslandsNewcastle Tanker CorporationMarshall IslandsSamco Delta LtdCayman IslandsSamco Epsilon LtdCayman IslandsSamco Eta LtdCayman IslandsSamco Gamma LtdCayman IslandsSamco Iota LtdCayman IslandsSamco Kappa LtdCayman IslandsSamco Shipholding Pte. Ltd.SingaporeSamco Theta LtdCayman IslandsSophie Tanker CorporationMarshall Islands Exhibit 12.1 CERTIFICATION OFCHIEF EXECUTIVE OFFICERI, Svein Moxnes Harfjeld, certify that:1.I have reviewed this annual report on Form 20-F of DHT Holdings, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;and 5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internalcontrol over financial reporting.Date: March 23, 2017 By:/s/ Svein Moxnes Harfjeld Name: Svein Moxnes Harfjeld Title:Co-Chief Executive Officer(Principal Executive Officer) CERTIFICATION OFCHIEF EXECUTIVE OFFICERI, Trygve P. Munthe, certify that:1.I have reviewed this annual report on Form 20-F of DHT Holdings, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;and 5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internalcontrol over financial reporting.Date:March 23, 2017 By:/s/ Trygve P. Munthe Name: Trygve P. Munthe Title:Co-Chief Executive Officer(Principal Executive Officer) Exhibit 12.2 CERTIFICATION OFCHIEF FINANCIAL OFFICERI, Eirik Ubøe, certify that:1.I have reviewed this annual report on Form 20-F of DHT Holdings, Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4.The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules13a-15(f) and 15d-15(f))for the company and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;and 5.The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internalcontrol over financial reporting.Date:March 23, 2017 By:/s/ Eirik Ubøe Name: Eirik Ubøe Title:Chief Financial Officer(Principal Financial and AccountingOfficer) Exhibit 13.1 CERTIFICATION PURSUANT TO18 U.S.C.SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the annual report on Form 20-F of DHT Holdings, Inc. (the “registrant”), for the year ending December 31, 2016, as filed with theSecurities and Exchange Commission on the date hereof (the “report”), each of the undersigned officers of the registrant hereby certifies, pursuant to 18U.S.C.§ 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to such officer’s knowledge: (a)The report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (b)The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of theregistrant.Date: March 23, 2017 By:/s/ Svein Moxnes Harfjeld Name: Svein Moxnes Harfjeld Title:Co-Chief Executive Officer(Principal Executive Officer) By:/s/ Trygve P. Munthe Name: Trygve P. Munthe Title:Co-Chief Executive Officer(Principal Executive Officer) By:/s/ Eirik Ubøe Name: Eirik Ubøe Title:Chief Financial Officer(Principal Financial and Accounting Officer) Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in the following Registration Statements: (1)Registration Statement No. 333-213686 on Form S-8 (2)Registration Statement No. 333-201508 on Form S-8 (3)Registration Statement No. 333-190729 on Form S-8 (4)Registration Statement No. 333-183687 on Form S-8 (5)Registration Statement No. 333-175351 on Form S-8 (6)Registration Statement No. 333-167613 on Form S-8 (7)Registration Statement No. 333-199697 on Form F-3 (8)Registration Statement No. 333-192959 on Form F-3 (9)Registration Statement No. 333-176669 on Form F-3 (10)Registration Statement No. 333-166765 on Form F-3of our reports dated March 15, 2017, relating to (1) the consolidated financial statements of DHT Holdings, Inc., and (2) the effectiveness of DHT Holdings,Inc.’s internal control over financial reporting as of December 31, 2016, appearing in this Annual Report on Form 20-F of DHT Holdings, Inc. for the yearended December 31, 2016./s/ Deloitte ASOslo, NorwayMarch 22, 2017 

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