Share Incentive Plans

MFI Furniture Group PLC
15 March 2006


15 March 2006

MFI FURNITURE GROUP PLC - CHANGES IN THE SHARE INTERESTS OF DIRECTORS AND SENIOR
EXECUTIVES; OPERATION OF THE COMPANY'S SHARE INCENTIVE PLANS.


PART ONE - GRANTS UNDER 2006 FOUNDATION PLAN

We advise that on 15 March 2006 awards were granted by the Plan trustee to
certain executive directors and senior executives under the Company's new 2006
Foundation Plan, which was instituted by the Remuneration Committee on 14 March
2006. These grants are in place of any grants during 2006 under the Company's
existing long-term incentive plan. A review is to be conducted by the
Remuneration Committee of the most appropriate incentive structure to apply from
2007 to support the Group's new strategic direction.

The grant to each participant comprises a grant of nil cost options and a grant
of share options with an exercise price of 92 pence per share (together 'the
Options'). The Performance Period is the Company's financial year commencing 25
December 2005. Vesting of the options will be dependent on the average share
price over a period of 30 consecutive dealing days in the Performance Period as
follows:

     For nil cost options -
     15% vesting if the price equals 95p
     100% vesting if the price equals or exceeds 125p
     (with vesting on a straight line basis between the two points).

     For the share options at an exercise price of 92p -
     35% vesting if the price equals 115p
     100% vesting if the price equals or exceeds 160p
     (with vesting on a straight line basis between the two points).

Vesting will also be dependent on the Remuneration Committee determining that
there has been a satisfactory improvement in the underlying financial
performance of the Company. In the event of a change of control before the end
of the performance period, vesting percentages will be as set out above but in
this case based on the offer price.

Whilst the awards will vest at the end of the financial year 2006, the Options
will generally not be exercisable during a Deferral Period that continues until
31 December 2008.

The details of the above grants are as set out in the following table:

Name            Nil Cost Options    Share Options granted (92p       Release
                granted             exercise price)                  Date
Executive
directors

Matthew Ingle   900,000             2,300,000                        31.12.08
Mark Robson     575,000             1,380,000                        31.12.08

Senior
executives*
Robert Fenwick  360,000             920,000                          31.12.08
Gerard Hughes   360,000             920,000                          31.12.08
Steven Round    360,000             920,000                          31.12.08

* disclosure of share interests is required for these executives, being persons
discharging managerial responsibilities, as defined in the Listing Rules of the
UKLA.


PART TWO - ANNUAL INCENTIVE PLAN - DEFERRED INCENTIVE SHARES

Under this Plan, one third of the amount of the annual incentive payment earned
is deferred into shares in the Company and held in trust for three years before
release.


(A) Vesting of Awards granted in 2003

We also advise of the vesting on 14 March 2006 of the awards granted in 2003 to
executive directors as set out below. The vesting of these awards triggered
income tax and National Insurance liabilities for the individuals concerned and
to fund payment of these liabilities, they sold the numbers of shares shown
respectively, all shares being sold at 102p per share on 14 March 2006:

Name           Deferred Shares    Shares sold to fund tax and NI      Shares
                   vested                     charge                 retained
Matthew            57,871                     23,728                  34,143
Ingle
Bob Wilson         49,769                     20,406                  29,363



(B) Grant of Awards in respect of year ended 24 December 2005

In accordance with the terms of the Annual Incentive Plan, one third of the
annual bonus awarded to executive directors for the financial year ended 24
December 2005 has been settled by the awards of deferred incentive shares as set
out in the table below which will held by the Trustee of the Plan until the
release date as set out below


Name                      Deferred Incentive shares             Release Date
Matthew Ingle                       191,168                       14.03.09
Mark Robson                          71,306                       14.03.09




PART THREE - PERFORMANCE SHARE PLAN

We also advise that the Remuneration Committee has confirmed that, following the
expiry of the three year Performance Period ended 31 December 2005 with the
performance targets not having been met, the conditional awards set out in the
table below have lapsed:


Name       Conditional shares awarded in respect of Performance Period 1.1.03 -
                                  31.12.05 and now lapsed
Matthew                                  253,457
Ingle
Bob Wilson                               211,982




PART FOUR - EXECUTIVE CO-INVESTMENT PLAN ('ECIP')

We also advise that the Remuneration Committee has confirmed that, following the
expiry of the four year Performance Period ended 31 December 2005, the
performance targets have not been met and the Matching Awards have not vested.
As a consequence, the following is the outcome for the remaining participants in
the ECIP.


(A) Return of Commitment Shares

As detailed in the following table, the Trustee of the ECIP has on 14 March 2006
transferred to certain executive directors the respective numbers of shares
beneficially owned or conditionally owned by them and contributed by them into
the Plan as Commitment Shares. The vesting and transfer of certain of these
conditional shares (representing bonuses taken as shares), triggered income tax
and National Insurance liabilities for the participant and to fund payment of
these liabilities, the numbers of shares shown in the table were sold at 102p
per share on 14 March 2006:


Name      Number of Commitment shares        Shares sold to fund tax    Shares
          transferred by Trustee                  and NI charge        retained
           Beneficially     Conditionally
               owned           owned*
Matthew       104,397           512,379              210,076           302,303
Ingle
Bob            79,169           432,502              177,326           255,176
Wilson

*The conditionally owned shares were contingent upon the individual remaining in
employment with the Company.


(B) Matching Award Shares

The conditional Matching Awards held by executive directors as set out below
have lapsed:

Name                 Number of shares in lapsed Matching Award

Matthew Ingle                         1,233,552
Bob Wilson                            1,023,342



PART FIVE - DISPOSAL OF SHARES BY RETIRING DIRECTOR


Mr Bob Wilson is retiring as a director in April 2006 after 29 years' service
with the Company and as part of his retirement planning he has sold 482,271
shares on 14 March 2006 at a price of 102p per share and 79,169 shares on 15
March 2006 at a price of 101.5p per share. He continues to hold 855,854 shares.



PART SIX - RESULTANT INTERESTS' OF DIRECTORS AND SENIOR EXECUTIVES IN THE SHARES
OF THE COMPANY

We confirm that following the transactions notified above the beneficial
interests (excluding options and conditional interests) of the executive
directors and senior executives in the ordinary shares of the Company are now,
save as set out in Part Seven below, as follows:

Name              Prior to above transactions     Following above transactions
Matthew Ingle                        721,103                         1,057,549
Mark Robson                                0                                 0
Bob Wilson                           935,023                           855,854
Robert Fenwick                        11,656                            11,656
Gerard Hughes                        232,000                           232,000
Steven Round                               0                                 0




PART SEVEN - DIRECTORS' DEEMED INTERESTS IN EMPLOYEE SHARE TRUST

The directors of MFI Furniture Group Plc are deemed to be interested in all of
the Shares held by the Trustee as potential beneficiaries of the MFI Furniture
Group Plc Employee Share Trust (the 'Trust'). The Trust (and its nominee
company) currently holds 42,529,699 shares (6.8% of the issued share capital of
the Company), of which 835,675 shares are held in the nominee company on behalf
of participants within relevant schemes.


Enquiries should be directed to:

Fiona Laffan                Brunswick Group Ltd                020 7404 5959



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