ex4-1.htm


    Exhibit 4.1

     

    
      CERTIFICATE
OF DESIGNATIONS

      of

      SERIES A
JUNIOR PARTICIPATING PREFERRED STOCK

      of

      DHT
MARITIME, INC.

       

       

       

      Pursuant to Section 35 of the Business
Corporations Act of the Republic of the Marshall Islands, DHT MARITIME, INC., a
corporation organized and existing under the laws of the Republic of the
Marshall Islands, in accordance with the provisions of Section 5 of such
Business Corporations Act, DOES HEREBY CERTIFY:

       

      That, pursuant to the authority
conferred upon the Board of Directors of DHT Maritime, Inc. by Article IV of its
Restated Articles of Incorporation, such Board of Directors on February 26,
2010, adopted the following resolution designating a new series of preferred
stock as Series A Junior Participating Preferred Stock:

       

      RESOLVED, that, pursuant to the
authority vested in the Board of Directors (the “Board”) of DHT
MARITIME, INC. (the “Company”) in
accordance with the provisions of the Restated Articles of Incorporation of the
Company (the “Articles”) and the
provisions of Section 35(5) of the Business Corporations Act of the Republic of
the Marshall Islands (the “BCA”), a series of
preferred stock of the Company is hereby authorized, and the number of shares
and designation thereof, and the voting powers, preferences and relative,
participating, optional and other special rights, and the qualifications,
limitations or restrictions thereof, shall be as follows (in addition to the
voting powers, preferences and relative, participating, optional and other
special rights, and the qualifications, limitations or restrictions thereof, set
forth in the Articles which are applicable to shares of Preferred Stock, par
value $0.01 per share of the Company (the “Preferred
Stock”)):

       

      SECTION  1.  Designation and Number of
Shares.  The shares of such series shall be designated as
“Series A Junior Participating Preferred Stock” (the “Series A Junior
Participating Preferred Stock”).  The number of shares
constituting the Series A Junior Participating Preferred Stock shall be
100,000.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SECTION  2.  Dividends or
Distributions.  (a)  The holders of shares of Series
A Junior Participating Preferred Stock shall be entitled to receive, when, as
and if declared by the Board, out of the assets of the Company legally available
therefor, (1) quarterly dividends payable in cash on the last day of each fiscal
quarter of the Company (or the next succeeding business day if such day is not a
business day) or such other date during a fiscal quarter as the Board may
specify from time to time (each such date being referred to herein as a “Quarterly Dividend Payment
Date”), commencing on the first Quarterly Dividend Payment Date after the
first issuance of a share of Series A Junior Participating Preferred Stock, in
the amount of (x) $100.00 per share less (y) the amount of all cash
dividends declared on the Series A Junior Participating Preferred Stock pursuant
to the following clause (2) since the immediately preceding Quarterly Dividend
Payment Date or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share of Series A Junior Participating Preferred
Stock (the total of which shall not, in any event, be less than zero) and (2)
dividends payable in cash on the payment date for each cash dividend declared on
the shares of Common Stock, par value $0.01 per share, of the Company (the
“Common Stock”)
in an amount per share equal to the Participation Factor (as hereinafter
defined) then in effect times the cash dividends then to be paid on each share
of Common Stock.  In addition, if the Company shall pay any dividend
or make any distribution on the Common Stock payable in assets, securities or
other forms of noncash consideration (other than dividends or distributions
solely in shares of Common Stock or in shares of Series A Junior Participating
Preferred Stock), then, in each such case, the Company shall simultaneously pay
or make on each outstanding share of Series A Junior Participating Preferred
Stock a dividend or distribution in like kind equal to the product of
(x) the Participation Factor then in effect and (y) such dividend or
distribution on each share of Common Stock (or, if applicable, a share of such
dividend or distribution such that the value received per each outstanding share
of Series A Junior Participating Preferred Stock is equal to the product of
(A) the Participation Factor then in effect and (B) the value received
per each outstanding share of Common Stock).  As used herein, the
“Participation
Factor” shall be 1,000,000; provided, however, that, if, at
any time after February 26, 2010, the Company shall (i) declare or pay any
dividend on the Common Stock payable in shares of Common Stock or make any
distribution on the Common Stock in shares of Common Stock, (ii) subdivide
(by a stock split or otherwise) the outstanding shares of Common Stock into a
larger number of shares of Common Stock or (iii) combine (by a reverse stock
split or otherwise) the outstanding shares of Common Stock into a smaller number
of shares of Common Stock, then in each such event the Participation Factor
shall be adjusted to a number determined by multiplying the Participation Factor
in effect immediately prior to such event by a fraction, the numerator of which
is the number of shares of Common Stock that are outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that are outstanding immediately prior to such event (and rounding the result to
the nearest whole number); and provided further
that, if, at any time after February 26, 2010, the Company shall issue any
shares of its capital stock in a merger, reclassification, or change of the
outstanding shares of Common Stock, then in each such event the Participation
Factor shall be appropriately adjusted by the Board, in its discretion, to
reflect such merger, reclassification or change so that each share of Preferred
Stock continues to be the economic equivalent of a Participation Factor of
shares of Common Stock prior to such merger, reclassification or
change.

       

       

      
        
          
          

        

        
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      (b)  The Company shall
declare a cash dividend on the Series A Junior Participating Preferred Stock as
provided in Section 2(a) immediately prior to or at the same time it declares a
cash dividend on the Common Stock; provided, however, that, in the
event no cash dividend shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend
Payment Date, during the period between the first issuance of any share or
fraction of a share of Series A Junior Participating Preferred Stock, a dividend
of $100.00 per share on the Series A Junior Participating Preferred Stock shall
nevertheless accrue on such subsequent Quarterly Dividend Payment Date or the
first Quarterly Dividend Payment Date, as the case may be.  The Board
may fix a record date for the determination of holders of shares of Series A
Junior Participating Preferred Stock entitled to receive a dividend or
distribution declared thereon, which record date shall be the same as the record
date for any corresponding dividend or distribution on the Common
Stock.

       

      (c)  Dividends shall begin to
accrue and be cumulative on outstanding shares of Series A Junior Participating
Preferred Stock from and after the Quarterly Dividend Payment Date next
preceding the date of issue of such shares, unless the date of issue of such
shares is prior to the record date for the first Quarterly Dividend Payment
Date, in which case dividends on such shares shall begin to accrue and be
cumulative from and after the date of issue of such shares, or unless the date
of issue is a Quarterly Dividend Payment Date or is a date after the record date
for the determination of holders of shares of Series A Junior Participating
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from and after such Quarterly Dividend Payment
Date.  Accrued but unpaid dividends shall not bear
interest.  Dividends paid on the shares of Series A Junior
Participating Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time
outstanding.

       

      (d)  So long as any shares of
Series A Junior Participating Preferred Stock are outstanding, no dividends or
other distributions shall be declared, paid or distributed, or set aside for
payment or distribution, on the Common Stock unless, in each case, the dividend
required by this Section 2 to be declared on the Series A Junior
Participating Preferred Stock shall have been declared and set
aside.

       

      SECTION  3.  Voting
Rights.  The holders of shares of Series A Junior Participating
Preferred Stock shall have the following voting rights:

       

      (a)  Each holder of Series A
Junior Participating Preferred Stock shall be entitled to a number of votes
equal to the Participation Factor then in effect for each share of Series A
Junior Participating Preferred Stock held of record.

       

      (b)  Except as otherwise
herein provided or by the Articles or as otherwise required by the BCA, the
holders of shares of Series A Junior Participating Preferred Stock and the
holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Company, including the
election of directors, and shall be considered one class for purposes of
determining a quorum.

       

      (c)  Except as provided
herein or by the Articles or as otherwise required by the BCA, holders of Series
A Junior Participating Preferred Stock shall have no special voting rights and
their consent shall not be required for authorizing or taking any corporate
action.

       

      SECTION  4.  Certain
Restrictions.  (a)  Whenever quarterly dividends or
other dividends or distributions on the Series A Junior Participating Preferred
Stock as provided in Section 2 are in arrears, thereafter and until all accrued
and unpaid dividends and distributions, whether or not declared, on shares of
Series A Junior Participating Preferred Stock outstanding shall have been paid
in full, the Company shall not, without first obtaining the written consent of
each holder of shares of Series A Junior Participating Preferred
Stock:

       

       

      
        
          
          

        

        
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      (i)  declare or pay dividends
on, make any other distributions on, or redeem or purchase or otherwise acquire
for consideration any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Junior
Participating Preferred Stock;

       

      (ii)  declare or pay
dividends on or make any other distributions on any shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Junior Participating Preferred Stock, except dividends paid
ratably on the Series A Junior Participating Preferred Stock and all such parity
stock on which dividends are payable or in arrears in proportion to the total
amounts to which the holders of all such shares are then entitled;

       

      (iii)  redeem or purchase or
otherwise acquire for consideration shares of any stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Junior Participating Preferred Stock; provided, however, that the
Company may at any time redeem, purchase or otherwise acquire shares of any such
parity stock in exchange for shares of any stock of the Company ranking junior
(either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Junior Participating Preferred Stock; or

       

      (iv)  purchase or otherwise
acquire for consideration any shares of Series A Junior Participating Preferred
Stock, or any shares of stock ranking on a parity with the Series A Junior
Participating Preferred Stock, except in accordance with a purchase offer made
in writing or by publication (as determined by the Board) to all holders of such
shares upon such terms as the Board, after consideration of the respective
annual dividend rates and other relative rights and preferences of the
respective series and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.

       

      (b)  The Company shall not
permit any subsidiary of the Company to purchase or otherwise acquire for
consideration any shares of stock of the Company unless the Company could, under
Section 4(a), purchase or otherwise acquire such shares at such time and in such
manner; provided, however, for the
avoidance of doubt, that such restriction shall not apply to any person that is
not a subsidiary of the Company.

       

      SECTION  5.  Liquidation
Rights.  (a)  Upon the liquidation, dissolution or
winding up of the Company, whether voluntary or involuntary, no distribution
shall be made (1) to the holders of any shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
Series A Junior Participating Preferred Stock unless, prior thereto, the holders
of shares of Series A Junior Participating Preferred Stock shall have received
an amount equal to the accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment plus an amount equal to the
product of (x) the Participation Factor then in effect and (y)  the
aggregate amount to be distributed per share to holders of Common Stock (or, if
applicable, a share of such distribution such that the value received per each
outstanding share of Series A Junior Participating Preferred Stock is equal
to the product of (A) the Participation Factor then in effect and
(B) the value received per each outstanding share of Common Stock) or (2)
to the holders of any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Junior Participating Preferred Stock, except distributions made ratably on the
Series A Junior Participating Preferred Stock and all other such parity stock in
proportion to the total amounts to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up.

       

       

       

      
        
          
          

        

        
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      (b)  For purposes of this
Section 5, the consolidation or merger of the Company with any other corporation
or entity, including a consolidation or merger in which the holders of Series A
Junior Participating Preferred Stock receive stock, securities, cash or other
property for their shares, or the sale, lease or exchange (for stock,
securities, cash or other property) of all or substantially all of the assets of
the Company, shall not constitute a liquidation, dissolution or winding up of
the Company.

       

      SECTION  6.  Consolidation, Merger,
etc.  In case the Company shall enter into any consolidation,
merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash or any other
property, then in any such case the then outstanding shares of Series A Junior
Participating Preferred Stock shall at the same time be similarly exchanged or
changed into an amount per share equal to the Participation Factor then in
effect times the aggregate amount of stock, securities, cash or any other
property (payable in kind), as the case may be, into which or for which each
share of Common Stock is exchanged or changed.  In the event both this
Section 6 and Section 2 appear to apply to a transaction, this Section 6 will
control.

       

      SECTION  7.  No Redemption; No Sinking
Fund.  (a)  The shares of Series A Junior
Participating Preferred Stock shall not be subject to redemption by the Company
or at the option of any holder of Series A Junior Participating Preferred Stock;
provided, however, that,
subject to Section 4(a)(iv), the Company or any of its subsidiaries may
purchase or otherwise acquire outstanding shares of Series A Junior
Participating Preferred Stock in the open market or by offer to any holder or
holders of shares of Series A Junior Participating Preferred Stock.

       

      (b)  The shares of Series A
Junior Participating Preferred Stock shall not be subject to or entitled to the
operation of a retirement or sinking fund.

       

      SECTION  8.  Ranking.  The
Series A Junior Participating Preferred Stock shall rank, with respect to
payment of dividends and distribution of assets upon the liquidation,
dissolution or winding up of the Company, senior to the Common Stock, junior to
all other classes of Preferred Stock (unless any such class is declared
expressly to rank junior to or on a parity with the Series A Junior
Participating Preferred Stock) and junior to all existing and future debt
obligations or indebtedness of the Company.

       

       

       

      
        
          
          

        

        
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      SECTION  9.  Reacquired
Shares.  Any shares of Series A Junior Participating Preferred
Stock purchased or otherwise acquired by the Company in any manner whatsoever
shall be retired and canceled promptly after the acquisition
thereof.  All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock, without designation as to
series until such shares are once more designated as part of a particular series
by the Board pursuant to the provisions of the Articles.

       

      SECTION  10.  No Fractional
Shares.  Fractional shares of Series A Junior Participating
Preferred Stock shall not be issued.

       

      SECTION  11.  Amendment.  So
long as any shares of Series A Junior Participating Preferred Stock shall be
outstanding, none of the powers, preferences and relative, participating,
optional and other special rights of the Series A Junior Participating Preferred
Stock as herein provided shall be amended in any manner which would alter or
change the powers, preferences, rights or privileges of the holders of Series A
Junior Participating Preferred Stock so as to affect them adversely, unless each
holder thereof shall have consented to such amendment in writing.

       

      SECTION  12.  Form.  The
Series A Junior Participating Preferred Stock certificate shall be substantially
in the form of Exhibit
A, which is hereby incorporated herein and expressly made a part
hereof.  The Series A Junior Participating Preferred Stock certificate
may have notations, legends, or endorsements required by law, stock exchange
rule, agreements to which the Company is subject, if any, or usage (provided
such notation, legend or endorsement is in a form acceptable to the
Company).

       

      SECTION  13.  Declaration of a Stock
Dividend.  Shares of Series A Junior Participating Preferred
Stock may be distributed pro rata to the holders of Common Stock pursuant to the
provisions of Section 44 of the BCA (the “Series A
Dividend”).  In connection with the declaration of the Series A
Dividend, the Board, in its discretion and subject to the exercise of its
fiduciary duties, may specify in such declaration that any shares of Series A
Junior Participating Preferred Stock issued pursuant to the Series A Dividend
shall be held in trust (the “Series A Trust”) for
the benefit of those holders of Common Stock to whom such Series A Dividend has
been declared (the “Series A Beneficial
Holders”), provided that each
Series A Beneficial Holder shall have the absolute right to receive, upon
request and to the extent not previously distributed to such Series A Beneficial
Holder, a distribution from the Series A Trust equal to such Series A Beneficial
Holder’s beneficial interest in the Series A Trust (which beneficial interest
may consist of shares of Series A Junior Participating Preferred or, if such
shares have been disposed of by the trustees, such cash, securities, property or
other assets received in connection with such disposition).  The
trustees of the Series A Trust shall have the customary powers, duties and
obligations of trustees, including the right to sell, lease, exchange, transfer,
pledge or otherwise dispose of the property of the Series A Trust, as such may
be further described, expanded or limited in the trust document, if any,
governing such Series A Trust.  If any shares of Series A Junior
Participating Preferred Stock are issued pursuant to a Series A Dividend, the
Company shall record on its financial statements, contemporaneously with such
declaration, a transfer from surplus to stated capital of an amount equal to the
aggregate par value of any such shares.

       

       

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, DHT Maritime, Inc. has caused this Certificate of Designations
of Series A Junior Participating Preferred Stock to be duly executed in its
corporate name on this 26th day of February, 2010.

       

      
        
          	 	
                	 
	 	DHT
      MARITIME, INC.,	 
	 	 	 	 
	 	by 	 	 
	
                   

                	
                            
      /s/ Ole Jacob Diesen

                	 
	 	Name:  
      Ole Jacob Diesen	 
	 	Title:    
      Chief Executive Officer	 


        

      

       

       

       

       

       

       

       

       

       

       

       

       

       

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