Decisive Dividend : 1ST QUARTER 2024 MD&A

Management's Discussion and Analysis of

For the three months ended March 31, 2024

MANAGEMENT'S DISCUSSION AND ANALYSIS

Corporate Overview

Decisive Dividend Corporation ("Decisive" or the "Company") is an acquisition-oriented company focused on opportunities in manufacturing.

Decisive's purpose statement is:

• To be the sought-out choice for exiting legacy-minded business owners, who will be provided the opportunity to stay involved in Decisive;
• To support the long-term success of the businesses acquired, including through sharing resources with other Decisive companies; and
• To create sustainable and growing shareholder returns.

The Company intends to meet these objectives by:

• acquiring already profitable, well-established, high quality manufacturing companies that have a sustainable competitive advantage, a focus on non-discretionary products, steady cash flows, growth potential and established, strong leadership;
• continuing the business legacies of the vendors of companies acquired by Decisive and remaining committed to the communities our businesses are located in;
• providing resources, support and oversight to ensure sound business operations through on- going active collaboration and monitoring while recognizing that the people running the business know it best; and
• implementing appropriate expansion strategies to pursue active organic growth of its operating subsidiaries.

The Company was incorporated under the Business Corporations Act (British Columbia) on October 2, 2012 and is listed on the TSX Venture Exchange, trading under the symbol "DE". The head office of the Company is located in Kelowna, British Columbia.

The principal wholly-owned operating subsidiaries of the Company are managed through two reportable segments and were acquired as follows:

Finished Product Segment

• Valley Comfort Systems Inc. and its wholly-owned subsidiary Blaze King Industries Inc.; collectively referred to herein as "Blaze King"; acquired in February 2015.
• Slimline Manufacturing Ltd. ("Slimline"); acquired in May 2018.
• Marketing Impact Limited ("Marketing Impact"); acquired in April 2022.
• ACR Heat Products Limited ("ACR"); acquired in October 2022.
• Capital I Industries Inc. and its sister company, Irving Machine Inc.; collectively referred to herein as "Capital I"; acquired in April 2023.
• Innovative Heating Technologies Inc. ("IHT"); acquired in July 2023.

Component Manufacturing Segment

• Unicast Inc. ("Unicast"); acquired in June 2016.
• Hawk Machine Works Ltd. ("Hawk"); acquired in June 2018.
• Northside Industries Inc. ("Northside"); acquired in August 2019.
• Micon Industries Ltd. ("Micon"); acquired in April 2023.
• Procore International Radiators Ltd. ("Procore"); acquired in April 2023.
• Techbelt Limited ("Techbelt"); acquired in April 2024.

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DECISIVE DIVIDEND CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Preface

This Management's Discussion and Analysis ("MD&A") focuses on key items from the unaudited interim condensed consolidated financial statements of Decisive for the three months ended March 31, 2024 and 2023. The condensed consolidated financial statements of the Company have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. All amounts are expressed in Canadian dollars unless otherwise noted. This discussion should not be considered all- inclusive as it excludes changes that may occur in general economic, political and environmental conditions. Additionally, other matters may occur which could affect the Company in the future.

This MD&A should be read in conjunction with the Company's unaudited interim condensed consolidated financial statements and the related notes for the period ended March 31, 2024, the annual audited consolidated financial statements and the related notes for the year ended December 31, 2023, the annual MD&A for the year ended December 31, 2023, and the unaudited interim condensed consolidated financial statements for the period ended March 31, 2023. This MD&A covers the three months ended March 31, 2024 and the subsequent period up to the date of filing. In this MD&A, the Company and its subsidiaries, collectively, are referred to as the "Group".

This MD&A was prepared effective May 8, 2024.

Certain statements in this MD&A constitute forward-looking information and forward-looking statements, as such this MD&A should be read in conjunction with the Cautionary Statement Regarding Forward- Looking Information and Statements included later in this MD&A.

In this MD&A, reference is made to "Adjusted EBITDA", "Free Cash Flow", "Growth Capital Expenditures", "Maintenance Capital Expenditures", "Dividend Payout Ratio" and "Return on Invested Capital", which are financial measures that are not recognized financial measures under International Financial Reporting Standards issued by the International Accounting Standards Board ("IFRS Accounting Standards") but are believed to be meaningful in the assessment of the Group's performance. The Company's method of calculating Non-IFRS financial measures may differ from that of other corporations or entities and therefore may not be directly comparable to measures utilized by other corporations or entities. A reader should not place undue reliance on any Non-IFRS financial measures. Detailed descriptions of these financial measures are included later in this MD&A under the heading "Non-IFRS Financial Measures" and reconciliations to their most comparable IFRS Accounting Standards measure are included throughout the MD&A where applicable.

Additional information regarding the Company, including the Company's Annual Information Form, is available on SEDAR+ at www.sedarplus.ca, or on the Company's website at www.decisivedividend.com.

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DECISIVE DIVIDEND CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Overall Performance

Financial Highlights

The financial results of the Group for the periods indicated below are, as follows:

FINANCIAL PERFORMANCE

(Stated in thousands of dollars, except per share amounts)

For the three months ended March 31,		2024		2023
Sales	$	29,350	$	30,854
Gross profit		11,235		11,122
Gross profit %		38%		36%
Adjusted EBITDA 1		3,965		4,894
Per share basic		0.21		0.33
Profit before tax		346		2,684
Profit		187		1,966
Per share basic		0.01		0.13
Per share diluted		0.01		0.12
Free cash flow 1		1,898		2,979
Per share basic		0.10		0.20
Free cash flow less maintenance capital 1		1,565		2,490
Per share basic		0.08		0.17
Dividends declared		2,482		1,426
Per share basic		0.13		0.10
Dividend payout ratio 1		66%		58%

• - As defined under the heading "Non-IFRS Financial Measures" later in this MD&A.

The non-IFRS measures referenced in the table above reconcile to the IFRS Accounting Standards measures reported in the Company's consolidated financial statements as follows, except for dividend payout ratio which is analyzed on a trailing twelve-month basis to reduce the impact of seasonality on the analysis, the reconciliation of which is included later in this MD&A under the heading "Dividends and Dividend Payout Ratios":

Adjusted EBITDA

(Stated in thousands of dollars)
For the three months ended March 31,			2024		2023
Profit for the period		$	187	$	1,966
Add (deduct):
Financing costs			1,217		755
Income tax expense			159		718
Amortization and depreciation			2,157		1,320
Acquisition and restructuring costs			187		25
Inventory fair value adjustments and write downs			-		-
Share-based compensation expense			310		239
Foreign exchange gains			(232)		(42)
Interest and other income			(17)		(18)
Gain on sale of equipment			(3)		(69)
Adjusted EBITDA			3,965		4,894
FIRST QUARTER 2024	- 4 -	DECISIVE DIVIDEND CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Free Cash Flow and Free Cash Flow Less Maintenance Capital

(Stated in thousands of dollars)
For the three months ended March 31,		2024		2023
Cash provided by operating activities	$	(440)	$	(33)
Add (deduct):
Changes in non-cash working capital		3,513		3,598
Income taxes paid		722		1,322
Current income tax expense		(401)		(906)
Acquisition and restructuring costs		187		25
Interest paid		(1,192)		(711)
Lease payments		(435)		(316)
Required principal repayments on debt		(56)		-
Free cash flow		1,898		2,979
Maintenance capital expenditures		(333)		(489)
Free cash flow less maintenance capital		1,565		2,490

The financial position of the Group for the periods indicated below is, as follows:

FINANCIAL POSITION

(Stated in thousands of dollars)		March 31,	December 31,
		2024		2023
Working capital	$	25,595	$	21,686
Property and equipment		27,406		23,776
Total assets		156,318		152,567
Long-term debt, excluding debt issuance costs		51,337		45,282
Equity		58,479		57,751
Share Information (000s)
Common shares issued and outstanding		19,270		18,911

Discussion of Overall Performance

Q1 Consolidated Financial Highlights

Sales for the first quarter decreased by 5% to $29.4 million from $30.9 million in Q1 2023, driven primarily by a decrease in hearth product sales. Blaze King and ACR entered 2024 with 90% lower order backlogs than existed in 2023. Although these large backlogs positively impacted 2023 results, the lower aggregate demand backlog, coupled with lower energy prices during Q1 2024 relative to Q1 2023 and warmer weather that occurred in late Q1, during the start of the traditional slower seasonal demand periods for these businesses, resulted in a 43% decline in hearth product sales in Q1 2024 compared to Q1 2023. Conversely, demand levels in the commercial vehicle industry have continued to be strong and Northside sales increased 19% in Q1 2024 compared to Q1 2023. The sales generated by the four businesses acquired in 2023 (Capital I, Micon, Procore and IHT) partially offset the aggregate 24% revenue decline experienced in the seven businesses owned prior to 2023, 66% of which relates to the hearth products businesses. Q1 2024 sales for Micon and Procore were consistent with pre-acquisition averages. Capital I sales levels in Q1 2024 were lower than pre-acquisition averages due to a decrease in project work that was previously being completed for an oil and gas customer, unrelated to its core business. IHT sales

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DECISIVE DIVIDEND CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

were also below pre-acquisition averages during the quarter as a result of customers electing to delay capital projects in light of challenging pork industry conditions and overall economic uncertainty.

Despite the decrease in overall sales, consolidated gross profit increased by $0.1 million, or 1%, to $11.2 million in Q1 2024, compared to Q1 ##D

Overall operating expenses increased from $8.6 million in Q1 2023 to $11.1 million in Q1 2024. The increase was primarily a result of the overall increase in scale due to the four acquisitions completed in 2023, as well as increased financing costs related to the debt funded portion of those acquisitions.

Adjusted EBITDA for the first quarter of 2024 was $4.0 million, a $0.9 million, or 19%, decrease compared to Q1 2023. Consolidated net profit in the quarter was $0.2 million, or $0.01 per share, a decrease of $1.8 million, $0.12 lower on a per share basis, compared to Q1 2023. The overall decreases in Adjusted EBITDA and net profit were primarily driven by the decrease in sales described above and the increase in the scale of the organization and the associated operating expenses relative to Q1 2023.

Notwithstanding the challenges faced in the quarter relative to Q1 2023, as described later in this MD&A under the heading "Outlook", Decisive and its subsidiaries are taking a number of steps to position themselves to continue to deliver long term organic growth as well as further growth through acquisitions.

2024 Acquisitions

On March 14, 2024, the Company acquired, through Hawk, the assets of Alberta Production Machining Ltd. ("APM"). The assets of APM are operated out of a leased facility in Edmonton, Alberta, and provides Hawk with increased machining capabilities and access to additional equipment and people to service the strong demand from its growing customer base.

On April 10, 2024, the Company acquired 100% ownership of Techbelt, a manufacturer of polytetrafluoroethylene ("PTFE") conveyor belts, PTFE tapes, and PTFE materials. Techbelt was founded in 2002, is located in Huddersfield in the United Kingdom, and adds to Decisive's growing wear-parts businesses while introducing customers in the food and beverage, textiles, packaging, agriculture, and fast-moving consumer goods markets.

The acquisitions of APM and Techbelt are anticipated to have a positive financial impact on Decisive as they are expected to result in an increase in sales, gross profit, profit, and Adjusted EBITDA. The table below sets forth the pro forma combined financial information of Decisive and the applicable pre- acquisition periods for the acquisitions completed in 2023 and 2024:

(Stated in thousands of dollars, except per share amounts)

For the trailing twelve month period ended March 31, 2024 Sales

Gross profit Gross profit % Profit

Per share basic Adjusted EBITDA 1 Per share basic

		Add
	pre-acquisition
		periods for
		acquired
Decisive*	businesses**	Pro forma
$ 133,378	$	10,655	$ 144,033
52,876		4,864	57,740
40%		46%	40%
6,553		1,450	8,003
0.36			0.42
24,275		2,443	26,718
1.32			1.42

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DECISIVE DIVIDEND CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

• - see IFRS measurement to non-IFRS measurement reconciliation table below.

* - based on Decisive's unaudited financial information reported for the trailing twelve-month period ended March 31, 2024.

• - based on the unaudited financial information of Techbelt for the pre-acquisition period from April 1, 2023 to March 31, 2024, the unaudited financial information for the pre-acquisition period from April 1, 2023 to April 4, 2023 for each of Capital I, Micon, and Procore, and the unaudited financial information of IHT for the pre-acquisition period from April 1, 2023 to July 18, 2023.

(Stated in thousands of dollars)				Add
			pre-acquisition
				periods for
				acquired
For the trailing twelve month period ended March 31, 2024		Decisive*	businesses**		Pro forma
Profit	$	6,553	$	1,450	$	8,003
Add (deduct):
Financing costs		4,257		44		4,301
Income tax expense		2,858		599		3,457
Amortization and depreciation		8,733		151		8,884
Acquisition and restructuring costs		1,163		-		1,163
Inventory fair value adjustments and write downs		28		-		28
Share-based compensation expense		816		-		816
Foreign exchange gains		(94)		194		100
Interest and other income		(9)		(1)		(10)
Gain on sale of equipment		(30)		6		(24)
Adjusted EBITDA		24,275		2,443		26,718

The components of the consideration paid to acquire these businesses are as follows:

(stated in thousands of dollars)
		APM		Techbelt		Total
Cash (net of cash acquired)	$	2,789	$	5,678	$	8,467
Common shares		-		603		603
	$	2,789	$	6,281	$	9,070

The cash portion of the consideration in each of these acquisitions was funded using the Company's syndicated credit facility. The share portion of the consideration was funded through the issuance of 57,879 common shares of Decisive to the vendors of Techbelt.

Additionally, the vendors of Techbelt can be paid up to an additional £2.2 million contingent on Techbelt meeting certain earnings targets over the three following the acquisition date.

Upon completion of these acquisitions, and the receipt of outstanding in-the-money warrant proceeds expected in the next 12-months before their respective expiries (as described later in this MD&A under the heading "Disclosure of Outstanding Share Data"), Decisive's cumulative acquisition funding mix for the 13 acquisitions it has completed to date will be 47% debt and 53% equity.

The acquisition date fair value of the assets acquired, and liabilities assumed on the acquisition of Techbelt is currently being determined. The preliminary allocation of the purchase price to the acquisition date fair value of the assets acquired, and liabilities assumed on the acquisition of APM is as follows:

(stated in thousands of dollars)
			APM
Working capital, excluding cash		$	11
Property and equipment			3,289
Lease obligation			(511)
		$	2,789
FIRST QUARTER 2024	- 7 -	DECISIVE DIVIDEND CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Further particulars regarding Techbelt, including certain (unaudited) historical financial information, are set forth in Decisive's material change report dated April 11, 2024, a copy of which is available on SEDAR+ at www.sedarplus.ca.

Outlook

The Company has significantly advanced its growth strategy with eight acquisitions completed in a 24- month span. Marketing Impact was a platform acquisition into a new industry for the Group. ACR was Decisive's first add-on acquisition into an industry in which it had previously invested, with the second being the acquisition of the assets of APM by Hawk, providing Hawk with increased capabilities and access to additional equipment and people to service the demand from its growing customer base. The acquisitions of Capital I, Micon, Procore, IHT, and Techbelt diversified the Group's industrial, wear-parts, and agricultural product offering while creating potential synergistic opportunities including cross-selling through leveraging customer relationships in similar industries and complementary geographic regions, as well as operationally through sharing of operational capacity and best practices while enhancing the scale of the organization in its target industries. Decisive is executing on its buy, build, and hold business model and completing eight acquisitions in a 24-month period demonstrates the Company's ongoing commitment to its shareholders to continue to grow the business through acquisition.

In a challenging quarter, the importance of scaling the organization to reduce the impact of volatility in the performance of an individual subsidiary on the overall financial performance of the business is highlighted. This, along with pursuing the acquisition of businesses that operate within the sectors Decisive already operates in, is the focus of Decisive's acquisition activity.

In pursuit of this, Decisive is continuing to build and execute on a strong pipeline of acquisition opportunities, and new opportunities are consistently being added to the Company's acquisition prospect pipeline. This reflects the fact that the western world is in the middle of the largest period of inter- generational transfer of wealth in history, where many businesses are assessing alternatives as to how the business can be carried forward into the future, including seeking out new owners. This trend is and will continue to provide opportunities for Decisive, with its legacy-maintaining business model and access to capital being key differentiators in a competitive acquisition marketplace.

The first quarter of 2024 was challenging from an operational perspective, after a year of record operating performance for Decisive in 2023. Softening economic activity, as a result of the high interest rate environment, increased geopolitical instability, and ongoing inflation, though at a declining rate, has impacted demand for certain businesses, relative to what was experienced over the previous two years. Certain of Decisive's subsidiaries, specifically Hawk, Northside and Marketing Impact, are experiencing robust demand characteristics, with order levels well ahead of 2023. Others, specifically Unicast, Capital I and IHT, are seeing order levels trailing last year's orders. Blaze King and ACR entered 2024 with significantly lower backlogs relative to the start of 2023, which will have an impact on H1 2024 sales levels. While order levels for hearth products ramped up to levels ahead of 2023 during the traditional Q1 promotional period, lower energy prices during Q1 2024 relative to Q1 2023 and warmer weather that occurred in late Q1, during the start of the traditional slower seasonal demand periods for these businesses, slowed the pace of 2024 order levels, which now trail 2023 order levels.

The work being done by Decisive's subsidiary leaders, a group which has been significantly strengthened over the past few years, to upgrade teams, strategies and processes to support longer term growth objectives in the businesses, has been proven to generate positive operational results in businesses that are further down the path of working through these types of change. However, for the subsidiaries that are at earlier stages of this realignment process, short-term results can be challenged while these changes are taking effect, all of which is part of the process of positioning these businesses for long-term success. The quality of the leaders that have been brought in to run subsidiary businesses and head office personnel to provide support to these businesses, along with the steps those leaders are taking at each of the subsidiaries to pursue margin and market share enhancing activities, gives Decisive management confidence that each of Decisive's portfolio businesses is being positioned for long-term

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DECISIVE DIVIDEND CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

success in a manner that will continue to support long-term per share financial metric enhancement and growing and sustainable dividends.

Management of Decisive and its subsidiaries are taking steps to work through current challenges and to position each of the businesses to deliver long term organic growth including through developing new markets, securing new customers, product development, university backed research studies, customer product trials, facility expansions, organizational right-sizing, and/or organizational structure realignment for growth. Further commentary surrounding the above initiatives and the outlook for each of the businesses in the Group is provided in the MD&A under the headings "Finished Product Segment Industry Trends and Outlook" and "Component Manufacturing Segment Industry Trends and Outlook".

Decisive's ability to access both debt and equity financing through its relationships with its lenders, shareholders, and various investment banks, as demonstrated by the completion of eight acquisitions in 24-months funded through its debt facilities and two successful equity raises, is a key differentiating advantage of the business. In March 2024, the Company syndicated its credit facility with four top tier lending partners, increasing its total available debt by $107 million to $175 million. The significant increase to the Company's credit facilities, coupled with a 2.1 times debt to Adjusted EBITDA ratio after debt funding two acquisitions in 2024, leaves the Company with significant capacity to pursue its strategic objectives and weather near-term operational challenges. Management believes that the balance sheet strength and flexibility gained over the last year as well as the long-term aggregation opportunity driven by the catalyst of an aging demographic of business owners examining their intergenerational wealth transfer options, including sale of the business, supports the Company's story of growth and yield which has generated significant total shareholder return for its investors. These factors have the Company well positioned to take advantage of potential opportunities for further growth, both through long term organic growth as well as further acquisitions, as they arise.

Based on operating results in 2023, Decisive's dividend payout ratio was 54%. This low payout ratio level, combined with the earnings contribution of the businesses acquired by the company in 2023, the strength of its acquisition pipeline, as demonstrated by the two acquisitions completed in 2024, as well as the diversification of the cashflows of its group of subsidiaries provided confidence for the Company to increase its monthly dividend to $0.045 effective March 2024, consistent with Decisive's objective of providing shareholders with long-term, sustainable, and growing dividends. The payout ratio increased to 66% for the trailing twelve-month period ended March 31, 2024, well within historical ranges for the Company.

As a result of all of these factors, management remains confident in the long-term fundamentals of Decisive's business model.

Summary of Quarterly Results

The Group's interim results are impacted by seasonality factors primarily driven by weather patterns, including the impact thereof on heating, planting and harvesting seasons, as well as the timing of ground freeze and thaw in Western Canada and the effect thereof on the oil and gas industry, including the cost of energy. Blaze King and ACR's businesses historically experience lower demand in the first and second quarters of the calendar year, Slimline's business historically experiences lower demand in the third and fourth quarters, and Hawk's business historically experiences lower demand in the second quarter. Seasonality does not have a significant impact on the businesses of Decisive's other subsidiaries. In each subsidiary, there are substantial fixed costs that do not meaningfully fluctuate with product demand in the short-term.

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DECISIVE DIVIDEND CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

QUARTERLY PERFORMANCE

(Stated in thousands of dollars, except per share amounts)

		Q1 2024		Q4 2023		Q3 2023		Q2 2023
Sales	$	29,350	$	35,668	$	37,654	$	30,706
Gross profit		11,235		13,796		16,346		11,499
Gross profit %		38%		39%		43%		37%
Adjusted EBITDA 1		3,965		7,181		7,863		5,266
Per share basic		0.21		0.38		0.43		0.31
Profit before tax		346		3,160		3,995		1,911
Profit		187		2,424		2,741		1,201
Per share basic		0.01		0.13		0.15		0.07
Per share diluted		0.01		0.12		0.14		0.06
		Q1 2023		Q4 2022		Q3 2022		Q2 2022
Sales		30,854		30,778		25,932		23,189
Gross profit		11,122		9,988		8,912		7,756
Gross profit %		36%		32%		34%		33%
Adjusted EBITDA 1		4,894		4,018		3,999		3,344
Per share basic		0.33		0.27		0.32		0.27
Profit before tax		2,684		983		2,644		1,245
Profit		1,966		659		2,029		884
Per share basic		0.13		0.04		0.16		0.07
Per share diluted		0.12		0.04		0.15		0.07

• - see IFRS measurement to non-IFRS measurement reconciliation table below.

The non-IFRS measures referenced in the table above reconcile to the IFRS Accounting Standards measures reported in the Company's consolidated financial statements as follows:

(Stated in thousands of dollars)
		Q1 2024		Q4 2023		Q3 2023		Q2 2023
Profit for the period	$	187	$	2,424	$	2,741	$	1,201
Add (deduct):
Financing costs		1,217		1,083		1,076		881
Income tax expense		159		736		1,253		710
Amortization and depreciation		2,157		2,574		2,231		1,771
Acquisition and restructuring costs		187		1		397		578
Inventory fair value adjustments and write downs		-		28		-		-
Share-based compensation expense		310		108		283		115
Foreign exchange losses (gains)		(232)		220		(100)		18
Interest and other expense (income)		(17)		(5)		21		(8)
Gain on sale of equipment		(3)		12		(39)		-
Adjusted EBITDA		3,965		7,181		7,863		5,266

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DECISIVE DIVIDEND CORPORATION