NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE UNITED STATES).

5 July 2012

TENDER OFFERS

BRADFORD & BINGLEY PLC AND NORTHERN ROCK (ASSET MANAGEMENT) PLC ANNOUNCED THE RESULTS OF TENDER OFFERS IN RESPECT OF SECURITIES ISSUED BY AIRE VALLEY MORTGAGES 2004-1 PLC, AIRE VALLEY MORTGAGES 2005-1 PLC, AIRE VALLEY MORTGAGES 2006-1 PLC, GRANITE MORTGAGES 03-2 PLC, GRANITE MORTGAGES 03-3 PLC, GRANITE MORTGAGES 04-1 PLC, GRANITE MORTGAGES 04-2 PLC, GRANITE MORTGAGES 04-3 PLC, GRANITE MASTER ISSUER PLC, WHINSTONE CAPITAL MANAGEMENT LIMITED AND WHINSTONE 2 CAPITAL MANAGEMENT LIMITED

Further to their announcement on 19 June 2012, Bradford & Bingley plc (B&B) and Northern Rock (Asset Management) plc (NRAM and, together with B&B, the Offerors) announced the results of the following invitations (together, the Offers):

Invitations by

BRADFORD & BINGLEY PLC

to holders of each series and class of notes of Aire Valley Mortgages 2004-1 plc, Aire Valley Mortgages 2005-1 plc and Aire Valley Mortgages 2006-1 plc (the Aire Valley Issuers) as are listed below

(together, the Aire Valley Notes)

to tender such Aire Valley Notes for purchase by B&B for cash (the B&B Offers)

and by

NORTHERN ROCK (ASSET MANAGEMENT) PLC

to the holders of each series and class of notes of  Granite Mortgages 03-2 plc, Granite Mortgages 03-3 plc, Granite Mortgages 04-1 plc, Granite Mortgages 04-2 plc, Granite Mortgages 04-3 plc and Granite Master Issuer plc (the Granite Issuers) as are listed below

(together, the Granite Notes)

and to

the holders of each series and class of notes of the outstanding notes of Whinstone Capital Management Limited and Whinstone 2 Capital Management Limited (the Whinstone Issuers) as are listed below

(together, the Whinstone Notes and together with the Aire Valley Notes and the Granite Notes, the Notes)

to tender such Granite Notes and Whinstone Notes for purchase by NRAM for cash (the NRAM Offers)

in each case at prices determined pursuant to modified Dutch auctions

The Offers were made on the terms and subject to the conditions contained in the Tender Offer Memorandum dated 19 June 2012 (the Tender Offer Memorandum) prepared by B&B and NRAM. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Acceptance of Notes tendered pursuant to the Offers

The Offers expired at 4.00 p.m. (London time) on 3 July 2012. B&B and NRAM have received Tender Instructions for approximately £1,188 million (or the equivalent in other currencies, as appropriate) in aggregate principal amount outstanding of the Notes and have decided to set the aggregate Final Acceptance Amount at £534 million (or the equivalent in other currencies, as appropriate) in aggregate principal amount outstanding of the Notes.

Accordingly, B&B has determined the Class Acceptance Amount and Purchase Price for each Series and Class of the Aire Valley Notes and NRAM has determined the Class Acceptance Amount and Purchase Price for each Series and Class of the Granite Notes and the Whinstone Notes in respect of which Offers have been accepted, each as set out in the table below.

B&B (in respect of the Aire Valley Notes) and NRAM (in respect of the Granite Notes and the Whinstone Notes) will accept for purchase the Notes tendered pursuant to valid Non-Competitive Tender Instructions (being Tender Instructions that either did not specify a purchase price for the relevant Notes or specified a purchase price less than or equal to the relevant Minimum Purchase Price) and any other Notes tendered pursuant to valid Competitive Tender Instructions, each as set out in the table below, at or below the Purchase Price for the relevant Series and Class. There will be no scaling of tenders of Notes.

B&B (in respect of the Aire Valley Notes) and NRAM (in respect of the Granite Notes and the Whinstone Notes) will also pay an Accrued Interest Payment in respect of relevant Notes accepted for purchase pursuant to the Offers.

The expected Settlement Date for the Offers is 9 July 2012.

Barclays Bank PLC and Citigroup Global Markets Limited are acting as Dealer Managers for the Offers and Citibank, N.A. London Branch is acting as Tender Agent.

The Aire Valley Notes

The Granite Notes

The Whinstone Notes

Tender Offers in respect of the following Notes have not been accepted:

DISCLAIMER

 This announcement must be read in conjunction with the Tender Offer Memorandum.  No offer or invitation to acquire any securities is being made pursuant to this announcement.  The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law.  Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by B&B, NRAM, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.