The OLB Group, Virtual Annual Meeting

THE OLB GROUP, INC.
1120 Avenue of the Americas, Fourth Floor
New York, New York 10036

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

November 30, 2023

To the Stockholders of The OLB Group, Inc.:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of The OLB Group, Inc. (the “Company”) to be held virtually at http://www.virtualshareholdermeeting.com/OLB2024 on Friday, December 27, 2023 at 10:00 a.m. Eastern Time, for the following purposes:

1. To elect Alina Dulimof, Ronny Yakov, Amir Sternhell and Ehud Ernst as directors (the “Director Nominees”) to serve on the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2024 Annual Meeting of Stockholders, or until their successors are elected and qualified;
2. To ratify the appointment by the Board of RBSM, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; an
3. Approval of the Second Amended and Restated 2020 Share Incentive Plan.
4. Approval, on an advisory basis, the compensation of our named executive officers
5. Discussion of such other business as may properly be brought before the Meeting.
6. Discussion of operations and Power Point Presentation (if necessary).

Our Board recommends a vote “FOR” the approval of each of the Director Nominees, a vote “FOR” the ratification of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, a vote “FOR” the approval of the Amended and Restated 2020 Share Incentive Plan and a vote for the approval of the Amendment to the Company’s Certificate of Incorporation reducing the number of authorized shares of capital stock.

Stockholders of record of our common stock at the close of business on November 28, 2024 (the “Record Date”) will be entitled to notice of, and are cordially invited to, attend this Annual Meeting and to attend any adjournment or postponement thereof. However, to assure your representation at the Annual Meeting, please vote your proxy via the internet, by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy. Whether or not you expect to attend the Annual Meeting, please read the Proxy Statement and then promptly vote your proxy in order to ensure your representation at the Annual Meeting.

You may cast your vote by visiting http://www.proxyvote.com. You may also have access to the materials for the Annual Meeting by visiting the website: www.investors.olb.com. You will need to use the control number appearing on your proxy card to vote prior to or at the Annual Meeting.

Each share of common stock entitles the holder thereof to one vote and each share of Preferred Stock entitles the holder to 111.110 votes per share. A complete list of stockholders of record entitled to vote at this Annual Meeting will be available for ten days before this Annual Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to this Annual Meeting.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

This notice and the attached proxy statement are first being disseminated to stockholders on or about November 30, 2024.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE DIRECTOR NOMINEES AND FOR THE RATIFICATION OF THE APPOINTMENT OF THE AUDITOR AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 27, 2024: This Proxy Statement, along with our Annual Report on Form 10-K for the year ended December 31, 2023, is available at: http://www.olb.com/or https://www.sec.gov.