Exhibit
99.1
REAL
MESSENGER CORPORATION
NOTICE
OF A CLASS MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES
To
be held on May 5, 2026 at 8:00 a.m. Eastern Time
AND
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
To
be held immediately following the Meeting of the Holders of the Class A Ordinary Shares on May 5, 2026
****
NOTICE
OF A CLASS MEETING OF THE HOLDERS OF CLASS A ORDINARY SHARES
Notice
is hereby given that Real Messenger Corporation, a Cayman Islands company (the “Company”), will hold a class meeting
of the holders of its Class A ordinary shares of a par value of US$0.0001 each (the “Class A Ordinary Shares”) at 8:00 a.m.,
Eastern time, on May 5, 2026 (the “Class A Meeting”) virtually at https://us06web.zoom.us/j/83855275503?pwd=0aLH8jFrNuydSYHpRIBJiQZq4rMzXa.1
(Meeting ID: 838 5527 5503; Passcode: 700310) , to consider and, if thought fit, to pass the following resolution:
RESOLVED
as a special resolution of the holders of the Class A Ordinary Shares that, subject to the class consent from the holders of the class
B ordinary shares of a par value of US$0.0001 each of the Company (the “Class B Ordinary Shares”), the voting rights
attached to each Class B Ordinary Share be increased from ten (10) votes to twenty-five (25) votes on all matters subject to vote at
general meetings of the Company, with immediate effect.
NOTICE
OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice
is hereby given that Real Messenger Corporation, a Cayman Islands company (the “Company”), will hold its annual general
meeting of shareholders immediately following the Class A Meeting on May 5, 2026 (the “Annual General Meeting”)
virtually at https://us06web.zoom.us/j/88471526060?pwd=85K5KMAxs87hMcihx14Pigqo5Nbpc6.1 (Meeting ID: 884 7152 6060; Passcode:
765239) , to consider and, if thought fit, to pass the following resolutions:
| 1. |
RESOLVED
as an ordinary resolution: to re-elect the following persons as Directors of the Company until the next annual general meeting or
when their respective successors have been duly appointed: |
| |
a. |
Kwai
Hoi Ma |
| |
|
|
| |
b. |
Felix
Tak Shing Ko |
| |
|
|
| |
c. |
Wai
Keung David Chung |
| |
|
|
| |
d. |
Chun
Fung Horace Ma |
| 2. |
RESOLVED
as an ordinary resolution: to ratify, confirm and approve the appointment of Marcum Asia CPAs LLP as auditor of the Company for the
fiscal year ending March 31, 2026, and to authorize the Audit Committee of the board of directors of the Company to fix the remuneration
of the auditor. |
| 3. |
RESOLVED
as a special resolution that, subject to the separate class consents from both the holders
of class B ordinary shares of a par value of US$0.0001 each of the Company (the “Class
B Ordinary Shares”) and the holders of class A ordinary shares of a par value of
US$0.0001 each of the Company (the “Class A Ordinary Shares”) on the proposed
variation of class rights that the voting rights attached to each Class B Ordinary Share
be increased from ten (10) votes to twenty-five (25) votes on all matters subject to vote
at general meetings of the Company (the “Class Rights Variation”), the
second amended and restated memorandum and articles of association of the Company, in the
substantial form attached hereto as Appendix 1, be adopted in its entirety and in substitution
for and to the exclusion of the current memorandum and articles of association of the Company
with effect upon the effectiveness of the Class Rights Variation.
|
| 4. |
RESOLVED
as an ordinary resolution: to adjourn the Annual General Meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the meeting, there are not sufficient votes to approve the proposals
1 –3. |
You
can find more information about each of these items in the attached proxy statement. Only holders of Class A Ordinary Shares registered
in the register of members at the close of business on March 3, 2026, New York time, can vote at the Class A Meeting. Only holders of
Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) registered in the register of
members at the close of business on March 3, 2026, New York time, can vote at the Annual General Meeting or at any adjournment that may
take place.
We
cordially invite all holders of Class A Ordinary Shares to attend the Class A Meeting virtually, and all holders of Ordinary Shares to
attend the Annual General Meeting virtually. Holders of Class A Ordinary Shares entitled to attend and vote at the Class A Meeting are
entitled to appoint a proxy to attend and vote instead of such holders. Holders of the Ordinary Shares entitled to attend and vote at
the Annual General Meeting are entitled to appoint a proxy to attend and vote instead of such holders. A proxy needs not be a shareholder
of the Company. If you are a holder of Class A Ordinary Shares and whether or not you expect to attend the Class A Meeting virtually,
please mark, date, sign and return the relevant enclosed form of proxy as promptly as possible to ensure your representation and the
presence of a quorum at the Class A Meeting. If you are a holder of Ordinary Shares and whether or not you expect to attend the Annual
General Meeting virtually, please mark, date, sign and return the relevant enclosed form of proxy as promptly as possible to ensure your
representation and the presence of a quorum at the Annual General Meeting. If you send in your form of proxy and then decide to attend
the Class A Meeting or Annual General Meeting to vote your Class A Ordinary Shares or Ordinary Shares (whichever is applicable) virtually,
you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. The enclosed form of
proxy is to be delivered to the attention of the Company’s transfer agent, Equiniti Trust Company, LLC, and must arrive no later
than the time for holding the Class A Meeting or Annual General Meeting or any adjournment thereof.
| |
By
Order of the Board of Directors, |
| |
|
| |
/s/
Kwai Hoi Ma |
| |
Kwai
Hoi Ma
Chief
Executive Officer and Chairman of the Board of Directors |
REAL
MESSENGER CORPORATION
PROXY
STATEMENT
General
The
board of directors of Real Messenger Corporation, a Cayman Islands company (the “Company”), is soliciting proxies
for a class meeting of the holders of its Class A Ordinary Shares to be held on May 5, 2026 at 8:00 a.m., Eastern Time (the “Class
A Meeting”), and the annual general meeting of shareholders to be held on May 5, 2026 immediately following the Class A Meeting,
or at any adjournment or postponement thereof (the “Annual General Meeting”). The Class A Meeting will be held virtually
at https://us06web.zoom.us/j/83855275503?pwd=0aLH8jFrNuydSYHpRIBJiQZq4rMzXa.1 (Meeting ID: 838 5527 5503; Passcode: 700310) and
the Annual General Meeting will be held virtually at https://us06web.zoom.us/j/88471526060?pwd=85K5KMAxs87hMcihx14Pigqo5Nbpc6.1 (Meeting
ID: 884 7152 6060; Passcode: 765239).
Record
Date, Share Ownership and Quorum
Record
holders of Class A Ordinary Shares of the close of business on March 3, 2026, New York time, are entitled to vote at the Class A Meeting.
Record
holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) as of the close of
business on March 3, 2026, New York time, are entitled to vote at the Annual General Meeting.
As
of March 3, 2025, 5,071,281 of our Class A Ordinary Shares, par value US$0.0001 per share, and 4,500,000 of our Class B Ordinary Shares,
par value US$0.0001 per share, were issued and outstanding.
One
or more holders holding or representing by proxy at least one-third in nominal or par value amount of the issued Class A Ordinary Shares
shall be a quorum at the Class A Meeting for all purposes. One or more holders of Ordinary Shares holding shares that represent not less
than one-third of the issued and outstanding Ordinary Shares carrying the right to vote at such Annual General Meeting shall be a quorum
at the Annual General Meeting for all purposes.
The
Board of Directors recommends a vote “FOR” the proposal at the Class A Meeting.
The
Board of Directors recommends a vote “FOR” each proposal from Proposals No. 1-4 at the Annual General Meeting.
Voting
and Solicitation
Each
Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote respectively at the Class A Meeting and Annual
General Meeting, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at the Annual
General Meeting.
At the Class A Meeting,
every holder of Class A Ordinary Shares present virtually or by proxy may vote the fully paid Class A Ordinary Shares held by
such holder of Class A Ordinary Shares. At the Annual General Meeting, every holder of Ordinary Shares present virtually or by
proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall
be decided by poll. Except as required by applicable law and subject to the terms and conditions of the Articles, the holders
of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted to a vote at the Annual
General Meeting.
The
proposal at the Class A Meeting requires the affirmative vote of at least a two-third majority of the votes of the holders of Class A
Ordinary Shares present virtually or represented by proxy and entitled to vote at the Class A Meeting. Each of proposals no. 1,
2, and 4 at the Annual General Meeting requires the affirmative vote of at least a simple majority of the votes of the holders of Ordinary
Shares present virtually or represented by proxy and entitled to vote at the Annual General Meeting will be required, whereas,
proposal 3 requires the affirmative vote of at least a two-third majority of votes cast by the holders of Ordinary Shares present virtually
or represented by proxy and entitled to vote at the Annual General Meeting.
The
costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees,
without additional compensation, in person or by telephone or electronic mail. Copies of
solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares beneficially
owned by others to forward to those beneficial owners.
Voting
by Holders of Class A Ordinary Shares for the Class A Meeting
Holders
of Class A Ordinary Shares whose shares are registered in their own names may vote by attending the Class A Meeting virtually or by completing,
dating, signing and returning the enclosed form of proxy to the attention of the Company’s transfer agent, Equniti Trust Company,
LLC. The form of proxy must arrive no later than the time for holding the Class A Meeting.
When
proxies are properly completed, dated, signed and returned by holders of Class A Ordinary Shares, the Class A Ordinary Shares they represent,
unless the proxies are revoked, will be voted at the Annual General Meeting in accordance with the instructions of the shareholder. If
no specific instructions are given by such holders, the Class A Ordinary Shares will be voted “FOR” each proposal and in
the proxy holder’s discretion as to other matters that may properly come before the Class A Meeting. Abstentions and broker non-votes
will be counted as present for purposes of determining whether a quorum is present. Abstentions will have no effect on the outcome of
each of the proposed resolutions submitted to a vote at the Class A Meeting. Broker non-votes will have no effect on the outcome of each
of the proposed resolutions submitted to vote at the Class A Meeting.
Please
refer to this proxy statement for information related to the proposed resolutions.
Voting
by Holders of Ordinary Shares for the Annual General Meeting
Holders
of Ordinary Shares whose shares are registered in their own names may vote by attending the Annual General Meeting virtually or by completing,
dating, signing and returning the enclosed form of proxy to the attention of the Company’s transfer agent, Equniti Trust Company,
LLC. The form of proxy must arrive no later than the time for holding the Annual General Meeting or any adjournment thereof.
When
proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless
the proxies are revoked, will be voted at the Annual General Meeting in accordance with the instructions of the shareholder. If no specific
instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s
discretion as to other matters that may properly come before the Annual General Meeting. Abstentions and broker non-votes will be counted
as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote against each of the
proposed resolutions submitted to a vote at the Annual General Meeting. Broker non-votes will have the same effect as a vote against
each of the proposed resolutions submitted to vote at the Annual General Meeting.
Please
refer to this proxy statement for information related to the proposed resolutions.
Revocability
of Proxies
Any
proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice
of revocation or a duly executed proxy bearing a later date or, if you hold Class A Ordinary Shares or Ordinary Shares (as the case may
be), by attending the relevant meeting and voting virtually. A written notice of
revocation must be delivered to the attention of Real Messenger Corporation if you hold our Class A Ordinary Shares or Ordinary Shares
(as the case may be).
ANNUAL
REPORT TO SHAREHOLDERS
The
Company makes available its annual report to shareholders through the U.S. Securities and Exchange Commission’s website.
The 2025 annual report for the year ended March 31, 2025 (the “2025 Annual Report”) has been filed with the U.S. Securities
and Exchange Commission. You may obtain a copy of our 2025 Annual Report by visiting the U.S. Securities and Exchange Commission’s
website at www.sec.gov. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies
of such report to record holders and beneficial owners of the Company’s Ordinary Shares. If you want to receive a paper or email
copy of the Company’s 2025 Annual Report, you must request one from the Company. There is no charge to you for requesting a copy.
Please make your request for a copy to the Investor Relations department of the Company, at IR@real.co.
THE
PROPOSAL FOR THE CLASS A MEETING IS AS FOLLOWS:
Increase
of the Voting Rights of Class B Ordinary Shares (the “Class Rights Variation Proposal”)
We
are proposing to resolve as a special resolution of the holders of the Class A Ordinary Shares that, subject to the class consent from
the holders of the Class B Ordinary Shares, the voting rights attached to each Class B Ordinary Share be increased from ten (10) votes
to twenty-five (25) votes on all matters subject to vote at general meetings of the Company, with immediate effect (“Class Rights
Variation”).
Vote
Required and Board Recommendation
If
a quorum is present, the affirmative vote of at least a two-third majority of the votes of the holders of Class A Ordinary Shares present
virtually or represented by proxy and entitled to vote at the Class A Meeting will be required to approve this proposal.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THIS CLASS RIGHTS VARIATION PROPOSAL.
THE
PROPOSALS FOR THE ANNUAL GENERAL MEETING ARE AS FOLLOWS:
PROPOSAL
1
The
Re-election of Directors
The
nominees listed below (the “Director Nominees”) have been nominated by the Nominating and Corporate Governance Committee
and approved by our Board to stand for re-election as directors of the Company. Unless such authority is withheld, proxies will be voted
for the re-election of the persons named below, each of whom has been designated as a nominee.
Unless
you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted for the election of each nominee.
Director
Nominees
The
Director Nominees recommended by the Board are as follows:
| Name |
|
Age |
|
Position/Title |
| Kwai
Hoi Ma |
|
48 |
|
Chief
Executive Officer and Chairman |
| Felix
Tak Shing Ko |
|
47 |
|
Independent
Director |
| Wai
Keung David Chung |
|
60 |
|
Independent
Director |
| Chun
Fung Horace Ma |
|
55 |
|
Independent
Director |
Information
Regarding the Company’s Directors and Nominees
Mr.
Kwai Hoi Ma (Mr. Thomas Ma) has served as our Chief Executive Officer and Chairman of the Board of Directors following the consummation
of the Company’s business combination with Nova Vision Acquisition Corp. (the “Business Combination”). Mr. Ma is a
founder of RMHL. He has served as RMHL’s (and its affiliates’) Chief Executive Officer and as Chairman of the Board, since
their respective dates of incorporation. Mr. Ma was raised in both Hong Kong and the United Kingdom, affording him a distinct global
perspective that Real Messenger believes helps it both address local needs and expand its influence internationally. Mr. Ma and his family
are deeply entrenched in Hong Kong’s banking and real estate industries, with Tai Sang Bank, founded by his family in 1961. This
background has instilled in him a profound entrepreneurial spirit and a business mindset, enabling him to make significant strides in
the real estate sector. After obtaining his degree from The University of Manchester in the United Kingdom in 1999, Mr. Ma embarked on
his professional journey with Arthur Andersen, where he honed his skills from 1999 to 2001. Subsequently, he joined his family businesses,
leveraging his expertise to foster growth in the banking and real estate sectors. Over a decade of immersion in this industry have helped
him cultivate an in-depth understanding of the market dynamics and the evolving needs of consumers. In 2010, Mr. Ma founded HOHOJO, a
trailblazing rental marketplace. He formed Real Messenger mobile application in 2018, with a focus on transforming the real estate sector
and providing tools for real estate agents to excel in their work.
Mr.
Felix Tak Shing Ko has served as our Independent Director since February 2025. Mr. Ko is a highly accomplished consultant based
in London with over two decades of experience in financial services, chartered accounting, and talent acquisition. Over the past 14
years, Mr. Ko has specialized in talent acquisition and insights within the financial services sector, helping global clients design
cost-effective talent strategies. Since 2023, he has been a director of Future Crest Ltd. From 2020 to 2023, he was the Head of
Financial Services Practice in Parkhouse Bell, specializing in business development and talent research. Prior to that, he worked as
a client partner at Armstrong Craven from 2017 to 2019, also specializing in business development and talent research. As a Fellow
of the Institute of Chartered Accountants in England and Wales (ICAEW) and a member of the Chartered Alternative Investment Analyst
(CAIA) Association, Mr. Ko will bring exceptional financial expertise and strategic insight to the board. Mr. Ko began his career in
London, completing his Chartered Accountant qualification while working in auditing. He later joined JP Morgan as an Associate in
2006, where he gained extensive experience in investment banking operations, risk management, and financial strategy. Mr. Ko
graduated with a Bachelor of Arts in Economics from the University of Manchester in the United Kingdom in 2000.
Mr.
Wai Keung David Chung has served as our Independent Director following the consummation of the Business Combination. Mr. Chung
has served as RMHL’s Independent Director since March 2021. Mr. Chung is a seasoned technologist, entrepreneur, and policymaker
with over 30 years of experience. He is a strong advocate for impact investment and has held senior management positions in leading multinational,
Hong Kong, and mainland enterprises such as Cyberport, Microsoft, and Jardine Pacific. He has also led the expansion of several technology
startups into international markets.
Currently, Professor Chung is an Adjunct Professor in the Department of Computer Science at
City University and the Founder and Chief Impact Officer of ImpactD Limited. He previously served as the Under Secretary for Innovation
and Technology Bureau of the HKSAR for two terms. In recognition of his contributions to the field, he was awarded the Iconic Star -
IFTA FinTech and Innovation Award 2021/22 and was named Top CIO of Greater China by CEO/CIO magazine in 2013.
Professor Chung is
actively involved in various high-level advisory committees in the academic, professional, and community arenas. He has served as a member
of the Consumer Council and Expert Group on Cloud Computing Services and Standards.
Professor Chung holds a Doctorate in Engineering
Management from City University of Hong Kong, an MBA from Open University of Hong Kong, a Postgraduate Diploma in Business Management
from Chinese University of Hong Kong, and a Bachelor of Science (Engineering) in Computer Science from Imperial College London.
Mr.
Chun Fung Horace Ma has served as our Independent Director following the consummation of the Business Combination. Mr. Ma has
served as RMHL’s Independent Director since March 2021. Mr. Ma has over 20 years of experience in senior management, audit, compliance
and finance in the technology and consumer sectors. Mr. Ma is currently the chief financial officer of S. Culture Holdings (BVI) Limited,
where he joined in 2011 to lead the company to a successful IPO on the Hong Kong Stock Exchange in July 2013. Prior to joining S. Culture
Holdings (BVI) Limited, Mr. Ma was the Group Financial Controller of Samvo Strategic Holdings Limited, an online gaming company licensed
out of London, England from 2009 to 2010. Prior to Samvo Strategic Holdings Limited, Mr. Ma founded Protiviti Hong Kong, a leading independent
risk consulting firm in 2003. Mr. Ma’s core clients focused in technology, telecom and real estate sectors. Mr. Ma started his
formal professional training in Arthur Andersen Hong Kong in 1993. He has been a Certified Public Accountant (Practicing) registered
with the Hong Kong Institute of Certified Public Accountants since 2003, a fellow member of the Association of Chartered Certified Accountants
since 2004, a Certified Internal Auditor registered with the Institute of Internal Auditors since 2005 and holder of Certification of
Control Self-Assessment of the Institute of Internal Auditors since 2006. Mr. Ma graduated with a Master of Science in Finance (2004)
and Bachelor of Business Administration and Professional Accountancy (1993) conferred by The Chinese University of Hong Kong and Bachelor
of Laws External Programme (2001) conferred by the University of London.
Vote
Required and Board Recommendation
If
a quorum is present, the affirmative vote of at least a simple majority of the votes of the holders of Ordinary Shares present virtually
or represented by proxy and entitled to vote at the Annual General Meeting will be required to elect all of the Director Nominees.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES.
PROPOSAL
2
RATIFICATION
OF APPOINTMENT OF INDEPENDENT AUDITOR
The
Audit Committee of the Board (the “Audit Committee”), which is composed entirely of independent directors, has selected
Marcum Asia CPAs LLP, independent registered public accounting firm, to audit our financial statements for the fiscal year ended March
31, 2026. Ratification of the selection of Marcum Asia CPAs LLP by shareholders is not required by law. However, as a matter of good
corporate practice, such selection is being submitted to the shareholders for ratification at the 2026 Annual General Meeting. If the
shareholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to retain Marcum Asia CPAs
LLP, but may, in their discretion, retain Marcum Asia CPAs LLP even if the selection is ratified, the Audit Committee, in its discretion,
may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company
and its shareholders.
Representatives
from Marcum Asia CPAs LLP will not be in attendance at the 2026 Annual General Meeting.
Changes
in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2, RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS AS DESCRIBED IN
THE PROPOSAL 2
PROPOSAL
3
The
Adoption of the Second Amended and Restated Memorandum and Articles of Association
Our
Board of Directors, subject to the separate class consents from both the holders of Class A Ordinary Shares and the holders of Class
B Ordinary Shares on the Class Rights Variation, is seeking the shareholders’ approval to adopt in its entirety the Company’s
Second Amended and Restated Memorandum and Articles of Association in the substantial form attached hereto as Appendix 1, which contain
some housekeeping amendments, to the exclusion of the Company’s existing memorandum and articles with effect upon the effectiveness
of the Class Rights Variation.
If
the shareholders approve this proposal, following the effectiveness of the Second Amended and Restated Memorandum and Articles of Association,
the registered office provider of the Company will file such Second Amended and Restated Memorandum and Articles of Association, along
with the relevant special resolutions with the Registrar of Companies of the Cayman Islands.
Vote
Required and Board Recommendation
If
a quorum is present, the affirmative vote of at least a two-third majority of the votes of the holders of Ordinary Shares present virtually
or represented by proxy and entitled to vote at the Annual General Meeting will be required to approve this proposal.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3.
PROPOSAL
4
The
Adjournment Proposal
The
adjournment proposal, if approved, will adjourn the Annual General Meeting to a later date or dates to permit further solicitation of
proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not
sufficient votes at the time of the Annual General Meeting to approve the other proposals in this proxy statement.
Vote
Required and Board of Directors’ Recommendation
If
a simple majority of the votes of the shares which were present virtually or by proxy and voting on the matter at the Annual General
Meeting vote for the adjournment proposal, the chairman of the Annual General Meeting will exercise his or her power to adjourn the meeting
as set out above.
Recommendation
The
Company’s Board of Directors recommends that you vote “FOR” the adjournment proposal.
OTHER
MATTERS
We
know of no other matters to be submitted to the Annual General Meeting. If any other matters properly come before the Annual General
Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors
may recommend.
Appendix
1
Second
Amended And Restated Memorandum and Articles of Association
